0001193125-23-104041.txt : 20230418 0001193125-23-104041.hdr.sgml : 20230418 20230417214722 ACCESSION NUMBER: 0001193125-23-104041 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 50 CONFORMED PERIOD OF REPORT: 20221231 FILED AS OF DATE: 20230418 DATE AS OF CHANGE: 20230417 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Talon 1 Acquisition Corp CENTRAL INDEX KEY: 0001860482 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-41001 FILM NUMBER: 23825376 BUSINESS ADDRESS: STREET 1: 2333 PONCE DE LEON BLVD. STREET 2: SUITE 630 CITY: CORAL GABLES STATE: FL ZIP: 33134 BUSINESS PHONE: 786-662-3114 MAIL ADDRESS: STREET 1: 2333 PONCE DE LEON BLVD. STREET 2: SUITE 630 CITY: CORAL GABLES STATE: FL ZIP: 33134 10-K 1 d451476d10k.htm FORM 10-K Form 10-K
Table of Contents
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
10-K
 
 
(MARK ONE)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
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:
001-41001
 
 
TALON 1 ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
 
 
 
Cayman Islands
  
98-1598139
(State or other jurisdiction of
incorporation or organization)
  
(I.R.S. Employer
Identification No.)
   
2333 Ponce de Leon Blvd., Suite 630
    
Coral Gables, FL
  
33134
(Address of principal executive offices)
  
(Zip Code)
786-662-3114
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
Units, each consisting of one Class A ordinary share and
one-half
of one redeemable warrant
  
TOACU
  
The Nasdaq Global Market
Class A ordinary shares, par value $0.0001 per share
  
TOAC
  
The Nasdaq Global Market
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
  
TOACW
  
The Nasdaq Global Market
Securities registered pursuant to Section 12(g) of the Act: None
 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  ☐    No  ☒
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.  ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).   ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act).    Yes  ☒    No  ☐
 
Auditor Firm ID:
  
Auditor Name:
  
Auditor Location:
688
  
Marcum LLP
  
Houston, TX
The registrant’s Units began trading on the Nasdaq Global Market on November 8, 2021 and its Class A ordinary shares, par value $
0.0001
per share, commenced separate trading on December 30, 2021.
As of April 14, 202
3, there were 9,682,608
 
Class A ordinary shares, par value $0.0001 per share, and 5,750,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.
 
 
 

Table of Contents

TALON 1 ACQUISITION CORP.

Annual Report on Form 10-K for the year ended December 31, 2022

Table of Contents

 

         Page  

PART I

     

Item 1.

  

Business

      7  

Item 1A.

  

Risk Factors

      20  

Item 1B.

  

Unresolved Staff Comments

      62  

Item 2.

  

Properties

      62  

Item 3.

  

Legal Proceedings

      62  

Item 4

  

Mine Safety Disclosures

      62  

PART II

     

Item 5.

  

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

      63  

Item 6.

  

[Reserved]

      64  

Item 7.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

      64  

Item 7A.

  

Quantitative and Qualitative Disclosures About Market Risk

      69  

Item 8.

  

Financial Statements and Supplementary Data

      69  

Item 9.

  

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

      69  

Item 9A.

  

Controls and Procedures

      69  

Item 9B.

  

Other Information

      70  

Item 9C.

  

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

      70  

PART III

     

Item 10.

  

Directors, Executive Officers and Corporate Governance

      71  

Item 11.

  

Executive Compensation

      82  

Item 12.

  

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

      83  

Item 13.

  

Certain Relationships and Related Transactions, and Director Independence.

      86  

Item 14.

  

Principal Accounting Fees and Service

      87  

PART IV

     

Item 15.

  

Exhibits, Financial Statement Schedules

      89  

Item 16.

  

Form 10-K Summary

      89  

EXHIBIT INDEX

   

SIGNATURES

   

 

2

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, or this Annual Report, contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When we discuss our strategies or plans, we are making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results and stockholders’ value will be affected by a variety of risks and factors, including, without limitation, international, national and local economic conditions, merger, acquisition and business combination risks, financing risks, geo-political risks, acts of terror or war, and those risk factors described under “Item 1A. Risk Factors.” Many of the risks and factors that will determine these results and stockholder value are beyond our ability to control or predict.

Forward-looking statements in this Annual Report may include, for example, statements about:

 

  •  

our ability to select an appropriate target business or businesses;

 

  •  

our ability to complete our initial business combination;

 

  •  

our expectations around the performance of a prospective target business or businesses;

 

  •  

our success in retaining or recruiting, or changes required in, our officers or directors following our initial business combination;

 

  •  

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

 

  •  

our potential ability to obtain additional financing to complete our initial business combination;

 

  •  

our pool of prospective target businesses;

 

  •  

the ability of our officers and directors to generate a number of potential business combination opportunities;

 

  •  

our public securities’ potential liquidity and trading;

 

  •  

the lack of a market for our securities;

 

  •  

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

 

  •  

the trust account not being subject to claims of third parties; or

 

  •  

our financial performance.

The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual

 

3

Table of Contents

results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 

4

Table of Contents

RISK FACTORS SUMMARY

An investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to:

 

  •  

our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.

 

  •  

we are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

 

  •  

we may not be able to complete our initial business combination within the completion window, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

 

  •  

the ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.

 

  •  

the ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.

 

  •  

the ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination will be unsuccessful and that you will have to wait for liquidation in order to redeem your shares.

 

  •  

the requirement that we complete an initial business combination within 15 months after the closing (or 24 months after the closing of our initial public offering if we extend the period of time to consummate a business combination) of our initial public offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

 

  •  

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.

 

  •  

if we are deemed to be an investment company under the Investment Company Act of 1940 (the “Investment Company Act”), we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our business combination.

 

  •  

changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination and results of operations.

 

  •  

because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we do not complete our initial business combination, our public stockholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

 

  •  

we may issue additional ordinary shares or preferred shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue

 

5

Table of Contents
 

Class A ordinary shares upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of completion of our initial business combination as a result of the anti-dilution provisions contained in our second amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our stockholders and likely present other risks.

 

  •  

if we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.

 

  •  

since our Sponsor, executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after our initial public offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

 

  •  

the officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.

 

  •  

if the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least the next 15 months (or the next 24months if we extend the period of time to consummate a business combination), it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our Sponsor or management team to fund our search and to complete our initial business combination.

 

  •  

provisions in our second amended and restated memorandum and articles of association and Cayman Islands law may have the effect of inhibiting a takeover of us and discouraging lawsuits against our directors and officers.

 

  •  

we are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

 

6

Table of Contents

PART I

 

Item 1.

Business.

In this Annual Report, references to the “Company” and to “we,” “us,” and “our” refer to Talon 1 Acquisition Corp.

Overview

Talon 1 Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company and incorporated with limited liability, and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Annual Report as our “initial business combination.” We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We may pursue an initial business combination target in any business or industry.

On November 8, 2021, we consummated our initial public offering of 20,000,000 units, at $10.00 per unit, generating gross proceeds of $200,000,000. We granted the underwriters of our initial public offering a 45-day option to purchase up to 3,000,000 additional units to cover over-allotments. Simultaneously with the closing of our initial public offering, the underwriters fully exercised the over-allotment option, generating gross proceeds of $30,000,000. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. Simultaneously with the closing of our initial public offering, we consummated the private sale of 13,250,000 private placement warrants to our Sponsor, AVi8 Acquisition LLC (our “Sponsor”), at a price of $1.00 per private placement warrant, generating proceeds of $13,250,000.

Prior to the consummation of our initial public offering, in April 2021, our Sponsor paid $25,000 to purchase 5,750,000 Class B founder shares, or approximately $0.004 per share. On July 23, 2021, our Sponsor transferred, for no consideration, 50,000 founder shares to each of our three independent directors, 10,000 founder shares to each of the two members of the board of advisors, 50,000 founder shares to Ryan Goepel, our Chief Financial Officer, and 75,000 founder shares to Jeremy Falk, our Chief Operating Officer. Prior to the initial investment in the Company of $25,000 by our Sponsor, the Company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of our initial public offering would be a maximum of 23,000,000 units if the underwriters’ over-allotment option were exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after our initial public offering.

A total of $235,750,000 of the proceeds from the net proceeds of the sale of the units in our initial public offering, the sale of the over-allotment units, the sale of the over-allotment warrants and the sale of the private placement warrants were placed in a trust account at Bank of America, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account, none of the funds held in the trust account will be released until the earlier to occur of: (i) our completion of an initial business combination (including the release of funds to pay any amounts due to any public stockholders who properly exercise their redemption rights in connection therewith); (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to approve an amendment to our second amended and restated memorandum and articles of association that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity; and (iii) the redemption of our public shares if we are unable to complete an initial business combination within the completion window, subject to applicable law. The proceeds

 

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held in the trust account will be invested only in U.S. government treasury obligations 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.

Our units, Class A ordinary shares and warrants are each traded on the Nasdaq Global Market under the symbols “TOACU,” “TOAC” and “TOACW,” respectively. Our units commenced public trading on November 8, 2021, and our Class A ordinary shares and warrants commenced separate public trading on December 30, 2021.

Opportunity and Target Industries

Through our team’s extensive experience in sourcing, acquiring, operating, developing, growing, financing, and selling businesses in the global aerospace, aviation, and aviation services industries, we have established a robust network that will prove invaluable throughout the sourcing process. The individuals on our team have reputations for reliability and fair dealing with all involved parties as well as critical experience navigating various market conditions, including economic downturns. These connections, reputations, and experiences have created a

steady flow of referrals, resulting in numerous successful transactions for both our management team and Sponsor. We view the extensive network of connections and relationships of our management team and Sponsor as a strong potential source of business combination opportunities. Additionally, we expect various other market participants, including investment banking firms, private equity firms, consultants, and other business enterprises, may present viable target business candidates.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, executive officers or directors, or completing the initial business combination through a joint venture or other form of shared ownership with our Sponsor, executive officers or directors. In the event we seek to complete our initial business combination with a target that is affiliated with our Sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that our initial business combination is fair to our company from a financial point of view.

If any of our executive officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Certain of our executive officers currently have certain relevant

fiduciary duties or contractual obligations that may take priority over their duties to us. We believe, however, that the fiduciary duties or contractual obligations of our officers and directors will not materially affect our ability to complete our initial business combination.

Acquisition Criteria

We have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will leverage these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into an initial business combination with a target business that does not meet all of these criteria and guidelines. We intend to acquire target businesses that we believe:

 

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are industry leaders that have demonstrated consistent top-line growth and/or are benefitting from secular tailwinds;

 

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have defensible and established business models, with sustainable competitive advantages and multiple avenues for growth – though many companies in our industries likely experienced substantial challenges related to the COVID-19 pandemic, we seek companies with fundamentally sound business models that will recover well;

 

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can potentially benefit from having a public currency to accelerate growth trajectory;

 

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  •  

can benefit from our management team’s operating expertise, industry network, and financing experience;

 

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are not reliant on financial leverage to generate returns;

 

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are at the point in their lifecycle at which going public, with the support of our highly experienced management team and access to our robust industry networks, is a natural next step; and

 

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are valued in such a way, relative to their public peers, that we will be able to offer an attractive risk- adjusted return for our stockholders.

We will also assess potential target opportunities based on the criteria described below:

 

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Services provided: We will source and evaluate companies focused on one or more of the following services:

 

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Aircraft services: includes fueling, cleaning, maintenance, and supply chain management

 

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Airport services: includes passenger support, cargo handling, and ground handling (such as repositioning, ramp services, etc.)

 

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Asset management: includes aircraft and component leasing – a core competency of our Sponsor

 

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Technology: includes development and sale of aviation software, such as programs related to maintenance and longevity

 

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Aircraft operations: includes transport of passengers and/or cargo in commercial, special mission or private contexts

 

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End market: We will focus on companies that service one or more of the following end markets: (a) commercial passenger airlines, (b) cargo airlines, (c) business aviation operators, and (d) special mission operators. We will seek companies with an international presence, but that primarily serve the US or Europe.

 

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Size: We will pursue targets with an enterprise value between $1.0 billion and $1.5 billion.

 

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Potential for add-on acquisitions: We will actively consider target companies that would serve as a strong platform for post-closing add-on acquisitions. Given our extensive industry networks and collective experience, we believe we will have access to a large number of private equity assets operating in the global aerospace, aviation, and aviation services sectors. Such add-on acquisitions can expedite growth for the target and help to amplify returns for our stockholders.

This non-exclusive list of criteria is not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria and guidelines our management may deem relevant. In the event we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our stockholder communications related to our initial business combination which would be in the form of tender offer documents or proxy solicitation materials we would file with the SEC.

Initial Business Combination

We will have until 15 months from the closing of our initial public offering to consummate our initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 15 months, we may, by resolution of our board if requested by our Sponsor, extend the period of time to consummate a business combination by an additional nine months (for a total of up to 24 months to complete a business combination), subject to the Sponsor providing advance notice and depositing additional funds into the trust account. Pursuant to the terms of our second amended and restated memorandum and articles of association and the trust agreement between us and Continental Stock Transfer & Trust Company, in order to extend the time

 

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available for us to consummate our initial business combination by an additional three months, our Sponsor or its affiliates or designees must provide advance notice at least five days prior to the date which is 15 months from the closing of our initial public offering and must deposit into the trust account $2,300,000 ($0.10 per share in either case), on or prior to the date which is 15 months from the closing of our initial public offering. In the event that we receive notice from our Sponsor at least five days prior to the deadline of its wish for us to effect the extension, we intend to issue a press release announcing such intention at least three days prior to the deadline. In addition, we intend to issue a press release the day after the deadline announcing whether or not the funds have been timely deposited. Our Sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. If we are unable to consummate our initial business combination within the applicable time period, we will redeem 100% of 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 and not previously released to us to make permitted withdrawals (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein. In such event, the rights and warrants will be worthless.

The Nasdaq listing rules require that we must consummate our initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting commissions held in trust and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. We refer to this as the “80% of net assets test.” If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent accounting firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will be unable to make an independent determination of the fair market value of a target business or target businesses, it may be unable to do so if the board of directors is less familiar or experienced with the target company’s business or there is a significant amount of uncertainty as to the value of the company’s assets or prospects. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case.

We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post- transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for the post- transaction company not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq’s 80% of net assets test. If the initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together

 

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as the initial business combination for seeking shareholder approval or for purposes of a tender offer, as applicable. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test.

The net proceeds of our initial public offering and the sale of the private placement warrants released to us from the trust account upon the closing of our initial business combination may be used as consideration to pay the sellers of a target business with which we complete our initial business combination and to pay the deferred underwriting commissions. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemption of our public shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies, or for working capital. In addition, we may be required to obtain additional financing in connection with the closing of our initial business combination to be used following the closing for general corporate purposes as described above. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of our initial public offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of our sponsors, officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination. We may issue a substantial number of additional ordinary shares or preferred shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of completion of our initial business combination as a result of the anti- dilution provisions contained in our second amended and restated memorandum and articles of association.

However, our second amended and restated memorandum and articles of association provide, among other things that, following our initial public offering and prior to the consummation of our initial business combination, we will be prohibited from issuing additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination. These provisions of our second amended and restated memorandum and articles of association, like all provisions of our second amended and restated memorandum and articles of association, may be amended with a shareholder vote.

Our Acquisition Process

In evaluating prospective business combinations, we expect to conduct a disciplined due diligence review of issues that we deem important to validating a company’s business quality and assessing growth and value creation opportunities, allowing our management team to price returns relative to potential risks appropriately. This review may encompass, among other things, research related to the company’s industry, markets, products, services and competitors, meetings with incumbent management and employees, on-site visits and a review of financial, operational, legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our Sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or from an independent accounting firm, that our initial business combination is fair to our company from a financial point of view.

 

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Each of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary or contractual obligations of our officers or directors will materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Our second amended and restated memorandum and articles of association provides that we renounce any interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

Our founders and our directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. As a result, our Sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not believe that any potential conflicts would materially affect our ability to complete our initial business combination because our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously, and we are not limited by industry or geography in terms of the acquisition opportunities we can pursue.

Redemption Rights for Public Shareholders in Connection With Our Initial Business Combination

We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination 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 our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.25 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares held by them and any public shares they may acquire during or after our initial public offering in connection with the completion of our initial business combination.

Limitations on Redemptions

Our second amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules). However, the proposed business combination may require (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance

 

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with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.

Manner of Conducting Redemptions

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and stock purchases would not typically require shareholder approval while direct mergers with our company and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our second amended and restated memorandum and articles of association would require shareholder approval. If we structure a business combination transaction with a target business in a manner that requires shareholder approval, we will not have discretion as to whether to seek a shareholder vote to approve the proposed business combination. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other legal reasons. So long as we obtain and maintain a listing for our securities on the Nasdaq, we will be required to comply with the Nasdaq rules.

If we hold a shareholder vote to approve our initial business combination, we will:

 

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conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

 

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file proxy materials with the SEC.

In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above.

If we seek shareholder approval, we will complete our initial business combination only if a majority of the outstanding ordinary shares voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of our outstanding ordinary shares representing a majority of the voting power of all of our outstanding ordinary shares entitled to vote at such meeting. Our initial shareholders will count toward this quorum and have agreed to vote their founder shares and any public shares purchased during or after our initial public offering in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding ordinary shares voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial shareholders’ founder shares, we would need 1,966,305, or 20.3%, of the 9,682,608 public shares outstanding to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised). We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our initial shareholders, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem its public shares irrespective of whether it votes for or against the proposed transaction. In addition, our Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with our initial business combination.

 

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If we conduct redemptions pursuant to the tender offer rules of the SEC, we will:

 

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conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and

 

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file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration.

Upon the public announcement of our business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

Limitation on Redemption Rights Upon Completion of Our Initial Business Combination If We Seek Stockholder Approval

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our second amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our initial public offering, which we refer to as the “Excess Shares.” We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in our initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our Sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in our initial public offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our business combination.

 

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Redemption of Public Shares and Liquidation If No Initial Business Combination

Our second amended and restated memorandum and articles of association provide that we only have the completion window to complete our initial business combination. If we are unable to complete our initial business combination within the completion window, 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 public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and 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 fail to complete our initial business combination within the completion window.

Our Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within the completion window. However, if our Sponsor, officers or directors acquire public shares in or after our initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the completion window.

Our Sponsor, officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment 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 and not previously released to us to make permitted withdrawals, divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time. Pursuant to our amended and restated memorandum and articles of association, such an amendment would need to be approved by the affirmative vote of the holders of at least 65% of all then outstanding ordinary shares.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining as part of the estimated $1.0 million of cash held outside of the trust account, although we cannot assure you that there will be sufficient funds for such purpose.

However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not used to make permitted withdrawals, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds of our initial public offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account and any tax payments or expenses for the dissolution of the trust, and without taking into account interest, if any, earned on the trust account and any tax payments or expenses for the dissolution of the trust, the per-share redemption amount received by shareholders

 

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upon our dissolution would be $10.25. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.25. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we will seek to have all vendors (other than our independent registered public accounting firm), service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.25 per share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement, the form of which is filed as Exhibit 10.1 to the registration statement on Form S-l (File No. 333-260305), filed with the SEC on October 18, 2021 and declared effective on November 3, 2021 (the “Registration Statement”), in order to protect the amounts held in the trust account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent public accountants) for services rendered or products sold to us, or a prospective target business with which we have 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 (i) $10.25 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as 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) and except as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations, and we believe that our Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.25 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the trust account are reduced below (i) $10.25 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to

 

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reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. We have not asked our Sponsor to reserve for such indemnification obligations and we cannot assure you that our Sponsor would be able to satisfy those obligations. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.25 per public share.

We will seek to reduce the possibility that our Sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our Sponsor will also not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to approximately $1,124,500 from the proceeds of our initial public offering with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors. In the event that our offering expenses and other operating expenses exceed our estimate of $1,775,500, we may fund such excess with funds from the funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses and other operating expenses are less than our estimate of $1,775,500, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.

If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.25 per share to our public shareholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Our public shareholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law, (ii) in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity (iii) if they redeem their respective shares for cash in connection with our initial business combination. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection

 

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with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote.

Competition

In identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

Employees

We currently have three executive officers: Mr. Edward J. Wegel (Chairman of the Board and Chief Executive Officer), Mr. Ryan Goepel (Chief Financial Officer) and Mr. Jeremy Falk (Chief Operating Officer). These individuals are not obligated to devote any specific number of hours to our matters, but they have devoted and will continue to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full-time employees prior to the completion of our initial business combination.

Corporate Information

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to 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 of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross

 

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revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equaled or exceeded $250 million as of the end of that fiscal year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equaled or exceeded $700 million as of the end of that fiscal year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Our executive offices are located at 2333 Ponce de Leon Blvd., Suite 630, Coral Gables, FL 33134 and our phone number is 786-662-3114. Our corporate website address is https://www.talon1acquisitioncorp.com/. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this Annual Report. You should not rely on any such information in making your decision whether to invest in our securities.

Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

 

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Item 1A.

Risk Factors

An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

Risks Relating to the Consummation of, or Inability to Consummate, an Initial Business Combination

Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a shareholder vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support that combination.

We may choose not to hold a shareholder vote to approve our initial business combination if the business combination would not require shareholder approval under applicable law or stock exchange listing requirements. Except as required by applicable law or stock exchange requirement, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Even if we seek shareholder approval, the holders of our founder shares will participate in the vote on such shareholder approval. Accordingly, we may complete our initial business combination even if holders of a majority of our outstanding public shares do not approve of the business combination we complete.

If we seek shareholder approval of our initial business combination, our Sponsor, officers, initial shareholders, directors and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

Our initial shareholders, officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares and any public shares held by them in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would need 1,966,305, or 20.3%, of the 9,682,608 public shares outstanding to be voted in favor of a transaction (assuming all issued and outstanding shares are voted) in order to have such initial business combination approved. We expect that our initial shareholders and their permitted transferees will own at least 20% of our outstanding ordinary shares at the time of any such shareholder vote. Accordingly, if we seek shareholder approval of our initial business combination, it is more likely that the necessary shareholder approval will be received than would be the case if our initial shareholders and their permitted transferees agreed to vote their founder shares in accordance with the majority of the votes cast by our public shareholders.

Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash unless we seek shareholder approval of such business combination.

At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination. Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder vote. Accordingly, if we do not seek shareholder approval, your only opportunity to affect the investment decision regarding our initial business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination.

 

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The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.

We may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. The amount of the deferred underwriting commissions payable to the underwriter will not be adjusted for any shares that are redeemed in connection with a business combination and such amount of deferred underwriting discount is not available for us to use as consideration in an initial business combination. If we are able to consummate an initial business combination, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay and the payment of the deferred underwriting commissions. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or make us unable to satisfy a minimum cash condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us. If we are able to complete an initial business combination, the per share value of shares held by non-redeeming shareholders will reflect our obligation to pay the deferred underwriting commissions.

The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.

At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B ordinary shares results in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of completion of our initial business combination. In addition, the amount of deferred underwriting commissions payable to the underwriters is not required to be adjusted for any shares that are redeemed in connection with our initial business combination. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commissions and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions.

The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination will be unsuccessful and that you will have to wait for liquidation in order to redeem your shares.

If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price or requires us to have a minimum amount of cash at closing, the probability that our initial

 

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business combination will be unsuccessful is increased. If our initial business combination is unsuccessful, you will not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate, or you are able to sell your shares in the open market.

The requirement that we complete our initial business combination within the completion window may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination within the completion window. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

We may not be able to complete our initial business combination within the completion window, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders and our warrants will expire worthless.

We may not be able to find a suitable target business and complete our initial business combination within the completion window. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. If we have not completed our initial business combination within such time 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 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 and not previously released to us to make permitted withdrawals (less 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 liquidating 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, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may only receive $10.25 per share, and our warrants will expire worthless. In certain circumstances, our public shareholders may receive less than $10.25 per share on the redemption of their shares. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.25 per share.”

Our board or our Sponsor may decide not to extend the term we have to consummate our initial business combination, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, and the rights and warrants will be worthless.

We will have until 15 months from the closing of our initial public offering to consummate our initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination

 

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within 15 months, we may, by resolution of our board if requested by our Sponsor, extend the period of time to consummate a business combination by an additional nine months (for a total of up to 24 months to complete a business combination), subject to the Sponsor providing advance notice and depositing additional funds into the trust account as set out below. In order for the time available for us to consummate our initial business combination to be extended, our Sponsor or its affiliates or designees must deposit into the trust account for the three month extension $2,300,000 ($0.10 per share), on or prior to the date which is 15 months from the closing of our initial public offering. Any such payment would be made in the form of a loan. The terms of the promissory note to be issued in connection with any such loan have not yet been negotiated. Our Sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. If we are unable to consummate our initial business combination within the applicable time period, we will redeem 100% of 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 and not previously released to us to make permitted withdrawals (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein. In such event, the rights and warrants will be worthless.

If we seek shareholder approval of our initial business combination, our Sponsor, initial shareholders, directors, executive officers, advisors and their respective affiliates may elect to purchase shares or public warrants from public shareholders or public warrant holders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares.

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial shareholders, Sponsor, directors, officers, advisors or their affiliates may purchase shares or public warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and the Nasdaq rules. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions.

In the event that our initial shareholders, Sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our business combination that may not otherwise have been possible. We expect that any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent the purchasers are subject to such reporting requirements.

In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.

 

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If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy solicitation or tender offer materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly redeem or tender public shares. For example, we may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the proxy solicitation or tender offer materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a shareholder fails to comply with these or any other procedures, its shares may not be redeemed.

You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

Our public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) the redemption of any public shares properly submitted in connection with our initial business combination (including the release of funds to pay any amounts due to any public shareholders who properly exercise their redemption rights in connection therewith), (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to approve an amendment to our second amended and restated memorandum and articles of association that would modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window, or (iii) the redemption of our public shares if we are unable to complete an initial business combination within the completion window, subject to applicable law and as further described herein. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our second amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our initial public offering without our prior consent, which we refer to as the “Excess Shares.” However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

 

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Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our initial public offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination, in conjunction with a shareholder vote or through a tender offer. Target businesses will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. In certain circumstances, our public shareholders may receive less than $10.25 per share upon our liquidation. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.25 per share” and other risk factors below.

If the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least the duration of the completion window, we may be unable to complete our initial business combination, in which case our public shareholders may only receive $10.25 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

As of December 31, 2022, we had cash of $92,674 held outside the trust account to fund our working capital requirements. The funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the duration of the completion window, assuming that our initial business combination is not completed during that time. We believe that the funds available to us outside of the trust account, including permitted withdrawals and loans or additional investments from our Sponsor, will be sufficient to allow us to operate for at least the duration of the completion window; however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.25 per share on the liquidation of our trust account and our warrants will expire worthless. In certain circumstances, our public shareholders may receive less than $10.25 per share upon our liquidation. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.25 per share” and other risk factors below.

 

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If the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least the duration of the completion window, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination and we will depend on loans from our Sponsor or management team to fund our search for a business combination, to make permitted withdrawals and to complete our initial business combination. If we are unable to obtain these loans, we may be unable to complete our initial business combination.

Of the net proceeds of our initial public offering and the sale of the private placement warrants, only approximately $1,000,000 will be available to us initially outside the trust account to fund our working capital requirements. In the event that our offering expenses and other operating expenses exceed our estimate of $1,775,500, we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses and other operating expenses are less than our estimate of $1,775,500, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. The amount held in the trust account will not be impacted as a result of such increase or decrease. If our other sources of working capital are insufficient, we will depend on loans from our Sponsor or management team or a third party to fund our search, to pay our taxes and to complete our initial business combination. If we are unable to obtain such loans, it could limit the amount available to fund our search for a target business and we may be unable to complete our initial business combination. We could also be forced to liquidate. None of our Sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Up to $1,500.000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.25 per share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.25 per share” and other risk factors below.

Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.

Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will surface all material issues in relation to a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In

 

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addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

 

  •  

restrictions on the nature of our investments;

 

  •  

restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.

In addition, we may have imposed upon us burdensome requirements, including:

 

  •  

registration as an investment company with the SEC;

 

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adoption of a specific form of corporate structure; and

 

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reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are not subject to.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “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 which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. Our initial public offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to approve an amendment to our second amended and restated memorandum and articles of association that would affect the substance or timing of our obligation to redeem

 

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100% of our public shares if we have not consummated an initial business combination within the completion window; or (iii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination, or may result in our liquidation. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.25 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 $10.25 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.25 per share.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.25 per share.

Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Making such a request of potential target businesses may make our acquisition proposal less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field of potential target businesses that we might pursue.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business

 

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combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.25 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement among us, our officers, directors and the Sponsor, in order to protect the amounts held in the trust account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent public accountants) for services rendered or products sold to us, or a prospective target business with which we have 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) $10.25 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 $10.25 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, 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 our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.25 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

 

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Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.

Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent novel coronavirus (“COVID-19”) outbreak.

On March 11, 2020, the World Health Organization officially declared the outbreak of the COVID-19 a “pandemic.” A significant outbreak of COVID-19 has resulted in a widespread health crisis that adversely affected the economies and financial markets worldwide, and could potentially adversely affect the business of any potential target business with which we consummate a business combination. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

Our search for a business combination, and any target business with which we may ultimately consummate a business combination, may be materially adversely affected by the geopolitical conditions resulting from the recent invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities and the status of debt and equity markets, as well as protectionist legislation in our target markets.

The United States and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the recent invasion of Ukraine by Russia in February 2022. In response to such invasion, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine during the ongoing military conflict, increasing geopolitical tensions with Russia. The invasion of Ukraine by Russia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing military conflict in Ukraine is highly unpredictable, the conflict could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. Additionally, Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine and subsequent sanctions, could adversely affect our search for a business combination and any target business with which we may ultimately consummate a

 

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business combination. The extent and duration of the Russian invasion of Ukraine, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described in this “Risk Factors” section of this Annual Report. If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we may ultimately consummate a business combination, may be materially adversely affected.

In addition, the recent invasion of Ukraine by Russia, and the impact of sanctions against Russia and the potential for retaliatory acts from Russia, could result in increased cyber-attacks against U.S. companies.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application also may change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to complete our initial business combination, and results of operations.

On March 30, 2022, the SEC issued proposed rules that would, among other items, impose additional disclosure requirements in business combination transactions involving SPACs and private operating companies; amend the financial statement requirements applicable to business combination transactions involving such companies; update and expand guidance regarding the general use of projections in SEC filings, as well as when projections are disclosed in connection with proposed business combination transactions; increase the potential liability of certain participants in proposed business combination transactions; and impact the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our business, including our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.

The excise tax included in the Inflation Reduction Act of 2022 may decrease the amount of funds available for distribution in connection with a liquidation and may hinder our ability to consummate an initial Business Combination.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.

Although we were incorporated in the Cayman Islands, there is a possibility that we may acquire a U.S. domestic corporation or engage in a transaction in which a domestic corporation becomes our parent or our affiliate. While not free from doubt, absent any further guidance, it is possible that the excise tax will apply to any redemptions of our shares after December 31, 2022, including redemptions made in connection with an initial Business Combination or redemptions made if we are unable to consummate a Business Combination by or before the Completion Window. The application of the excise tax to any redemptions we make after December 31, 2022

 

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could potentially reduce the per-share amount that our public stockholders would otherwise be entitled to received. In addition, the excise tax may make a transaction with us less appealing to potential business combination targets, and thus, potentially hinder our ability to enter into and consummate an initial Business Combination.

Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.

We may seek to complete a business combination with an operating company in any industry, sector or location. However, we will not, under our second amended and restated memorandum and articles of association, be permitted to effectuate our initial business combination with another blank check company or similar company with nominal operations. Because we have not yet identified or approached any specific target business with respect to a business combination with us, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any securityholders who choose to remain securityholders following our initial business combination could suffer a reduction in the value of their securities. Such securityholders are unlikely to have a remedy for such reduction in value of their securities.

 

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We may seek acquisition opportunities in industries or sectors that may be outside of our management’s areas of expertise.

We will consider a business combination outside of our management’s areas of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this Annual Report regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors related to such acquisition. Accordingly, any securityholders who choose to remain securityholders following our initial business combination could suffer a reduction in the value of their securities. Such securityholders are unlikely to have a remedy for such reduction in value.

Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.

Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or other legal reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

We may seek business combination opportunities with a financially unstable business or an entity lacking an established record of revenue or earnings, which could subject us to volatile revenues, cash flows or earnings or difficulty in retaining key personnel.

To the extent we complete our initial business combination with a financially unstable business or an entity lacking an established record of revenues, cash flows or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include volatile revenues, cash flows or earnings and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

 

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As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could even result in our inability to find a target or to consummate an initial business combination.

In recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies have already entered into an initial business combination, and there are still many special purpose acquisition companies seeking targets for their initial business combination, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify a suitable target and to consummate an initial business combination.

In addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause targets companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination.

This could delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination.

We may issue additional ordinary shares or preferred shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of completion of our initial business combination as a result of the anti-dilution provisions contained in our second amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.

Our second amended and restated memorandum and articles of association authorizes the issuance of up to 800,000,000 Class A ordinary shares, par value $0.0001 per share, 199,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 undesignated preferred shares, par value $0.0001 per share. As of April 14, 2023, there are 790,317,392 and 193,250,000 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance, which amount does not take into account Class A ordinary shares reserved for issuance upon exercise of outstanding warrants, or shares issuable upon conversion of Class B ordinary shares. Our Class B ordinary shares are automatically convertible into Class A ordinary shares at the time of completion of our initial business combination, initially at a one-for-one ratio but subject to adjustment as set forth herein. There are no preferred shares issued and outstanding. Our Class B ordinary shares are convertible into Class A ordinary shares initially at a one-for-one ratio but subject to adjustment as set forth herein, including in certain circumstances in which we issue Class A ordinary shares or equity-linked securities related to our initial business combination.

We may issue a substantial number of additional ordinary shares or preferred shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of completion of our initial business combination as a result of the anti-dilution provisions contained in our second amended and restated memorandum and articles of association. However, our second amended and restated memorandum and articles of association provides, among other things, that prior to our initial business combination, we may not issue additional ordinary shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination. These provisions of our second amended and restated memorandum and articles of association, like all provisions of our second amended and restated memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary shares or preferred shares:

 

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may significantly dilute the equity interest of investors in our initial public offering;

 

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  •  

may subordinate the rights of holders of ordinary shares if preferred shares are issued with rights senior to those afforded to our ordinary shares

 

  •  

could cause a change in control if a substantial number of our ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

 

  •  

may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants.

We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view.

Unless we complete our business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm that the price we are paying is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm. However, our shareholders may not be provided with a copy of such opinion, nor will they be able to rely on such opinion.

Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys, consultants and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

Our current officers may not remain in their positions following our business combination. We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company, which could, in turn, negatively impact the value of our shareholders’ investment in us.

When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target business’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in

 

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the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials (as applicable) relating to the business combination contained an actionable material misstatement or material omission.

The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

We may only be able to complete one business combination with the proceeds of our initial public offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.

The net proceeds from our initial public offering and the sale of the private placement warrants provided us with up to $243,250,000 that we may use to complete our initial business combination (after taking into account the $8,050,000 of deferred underwriting commissions being held in the trust account and the estimated expenses of our initial public offering).

We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results, and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:

 

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solely dependent upon the performance of a single business, property or assets, or

 

  •  

dependent upon the development or market acceptance of a single or limited number of products, processes or services.

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our business combination.

We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our

 

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initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

In pursuing our business combination strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

We may structure a business combination so that the post-transaction company in which our public shareholders own shares will own less than 100% of the outstanding equity interests or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for the post- transaction company not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to such transaction could own less than a majority of our outstanding ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s stock than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of our shareholders do not agree.

Our second amended and restated memorandum and articles of association do not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (such that we are not subject to the SEC’s “penny stock” rules). As a result, we may be able to complete our business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our Sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

 

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Our second amended and restated memorandum and articles of association will require the affirmative vote of a majority of our board of directors to approve our initial business combination, which may have the effect of delaying or preventing a business combination that our public shareholders would consider favorable.

Our second amended and restated memorandum and articles of association will require the affirmative vote of a majority of our board of directors. Accordingly, it is unlikely that we will be able to enter into an initial business combination unless our board members find the target and the business combination attractive. This may make it more difficult for us to approve and enter into an initial business combination than other blank check companies and could result in us not pursuing an acquisition target or other board or corporate action that our public shareholders would find favorable.

In order to effectuate our initial business combination, we may seek to amend our second amended and restated memorandum and articles of association or other governing instruments in a manner that will make it easier for us to complete our initial business combination but that some of our shareholders or warrant holders may not support.

In order to effectuate a business combination, blank check companies have, in the past, amended various provisions of their constitutional documents and modified governing instruments. For example, blank check companies have amended the definition of business combination, increased redemption thresholds and changed industry focus. We cannot assure you that we will not seek to amend our second amended and restated memorandum and articles of association or governing instruments in order to effectuate our initial business combination though amending our second amended and restated memorandum and articles of association will require at least a special resolution of our shareholders as a matter of Cayman Islands law.

Certain provisions of our second amended and restated memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our second amended and restated memorandum and articles of association and the trust agreement to facilitate the completion of an initial business combination that some of our shareholders may not support.

Some other blank check companies have a provision in their constitutional documents which prohibits the amendment of certain of its constitutional provisions, including those which relate to a company’s pre-business combination activity, without approval by holders of a certain percentage of the company’s shares. In those companies, amendment of these provisions typically requires approval by holders holding between 90% and 100% of the company’s public shares. Our second amended and restated memorandum and articles of association provides that any of its provisions, including those related to pre-business combination activity (including the requirement to deposit proceeds of our initial public offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders, as described herein), but excluding the provisions of the articles relating to the election or removal of directors and continuation of the company in a jurisdiction outside the Cayman Islands, may be amended if approved by holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares. Our initial shareholders, who collectively beneficially own 20% of our ordinary shares, may participate in any vote to amend our second amended and restated memorandum and articles of association and/or trust agreement and will have the

 

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discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our second amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our second amended and restated memorandum and articles of association.

Our Sponsor, officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our second amended and restated memorandum and articles of association that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment 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 and not previously released to us to make permitted withdrawals, divided by the number of then outstanding public shares. These agreements are contained in a letter agreement that we have entered into with our Sponsor, officers, directors and director nominees. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our Sponsor, officers, directors or director nominees for any breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.

We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

Although we believe that the net proceeds of our initial public offering and the sale of the private placement warrants will be sufficient to allow us to complete our initial business combination, because we have not yet selected any prospective target business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of our initial public offering and the sale of the private placement warrants prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our business combination.

The securities in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.25 per share.

The proceeds held in the Trust Account are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment

 

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Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments to our second amended and restated memorandum and articles of association, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account, plus any interest income not released to us, net of taxes payable. Negative interest rates could impact the per-share redemption amount that may be received by public shareholders. In addition, we are allowed to remove permitted withdrawals to pay our taxes; this means that even with a positive interest rate, most or all of the interest income may be withdrawn by us and not be available to fund our business combination or to be returned to investors upon a redemption.

We may reincorporate in another jurisdiction in connection with our initial business combination, in which case the laws of such jurisdiction would govern some or all of our future material agreements, and we may not be able to enforce our legal rights.

In connection with our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.

Risks Relating to Our Management Team

We are dependent upon our officers and directors and their loss could adversely affect our ability to operate.

Our operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers or their removal could have a detrimental effect on us.

Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

Our ability to successfully effect our business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

In addition, the officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The departure of a business combination target’s key personnel could negatively impact

 

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the operations and profitability of our post-combination business. The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

Our key personnel may be able to remain with our company after the completion of our business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business.

Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. These conflicts of interest could have a negative impact on our ability to complete our initial business combination.

Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.

Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.

Until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Our Sponsor and officers and directors are, and may in the future become, affiliated with entities that are engaged in a similar business. Our officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they will have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. Our second amended and restated memorandum and articles of association provides that, to the maximum extent permitted by applicable law, we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for both us and another entity about which any member of our management team or director acquires knowledge and we will waive any claim or cause of action we may have in respect thereof.

 

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Our officers, directors, security holders and their respective affiliates may have pecuniary interests that conflict with our interests.

We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our Sponsor, our directors or officers, although we do not intend to do so. We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

We may not have sufficient funds to satisfy indemnification claims of our directors and officers.

We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed, and any persons who may become officers or directors prior to the initial business combination will agree, to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, officers, directors or existing holders which may raise potential conflicts of interest.

In light of the involvement of our Sponsor, officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our Sponsor, officers, directors or existing holders. Our officers and directors also serve as officers and board members for other entities, including, without limitation, those described under “Management — Conflicts of Interest.” They may also have investments in target businesses. Such entities may compete with us for business combination opportunities. Our Sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our business combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination as set forth in this Annual Report under the heading “Acquisition Criteria” and such transaction was approved by a majority of our independent and disinterested directors. Despite our obligation to obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our Sponsor, officers or directors, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

Since our Sponsor, officers and directors will lose their entire investment in us if our business combination is not completed (other than with respect to public shares they may acquire during or after our initial public offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

As of March 24, 2023, our initial shareholders own an aggregate of 5,750,000 founder shares. The number of founder shares issued was determined based on the expectation that the total size of our initial public offering

 

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would be a maximum of 23,000,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after our initial public offering. In July 2021, our Sponsor transferred 50,000 founder shares to each of our three independent directors, 75,000 founder shares to Jeremy Falk, our Chief Operating Officer, 50,000 founder to shares to Ryan Goepel, our Chief Financial Officer, and 10,000 founder shares to each of our two members of our board of advisors. The founder shares will be worthless if we do not complete our initial business combination. In addition, our Sponsor purchased an aggregate of 13,250,000 private placement warrants, each exercisable for one Class A ordinary share at $11.50 per share, for an aggregate purchase price of $13,250,000, or $1.00 per warrant, that will also be worthless if we do not complete a business combination. The founder shares are identical to the Class A ordinary shares included in the units being sold in our initial public offering, except that they are Class B ordinary shares that automatically convert into our Class A ordinary shares at the time of completion of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein. However, the holders have agreed (A) to vote any shares owned by them in favor of any proposed business combination and (B) not to redeem any founder shares in connection with a shareholder vote to approve a proposed initial business combination. In addition, we may obtain loans from our Sponsor, affiliates of our Sponsor or an officer or director. The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following our initial business combination. This risk may become more acute as the end of the completion window nears.

Risks Relating to Our Securities

Nasdaq may delist our securities from 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 currently listed on Nasdaq. We cannot assure you that our securities 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. Generally, we must maintain a minimum average global market capitalization and a minimum number of holders of our securities (generally 400 round lot holders). 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, we would be required to have a minimum of 400 round lot holders of our securities, with at least 50% of such round lot holders holding securities with a market value of at least $2,500, and we would be subject to certain other listing requirements. 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;

 

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reduced liquidity for our securities;

 

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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.

 

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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 have been approved to be 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.

You will not be entitled to protections normally afforded to investors of many other blank check companies.

Since the net proceeds of our initial public offering and the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business that has not been selected, we may be deemed to be a “blank check” company under the United States securities laws. However, because we will have net tangible assets in excess of $5,000,000 upon the successful completion of our initial public offering and the sale of the private placement warrants and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately tradable and we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if our initial public offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us upon the completion of our initial business combination

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, and thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of up to approximately $18,300 and to imprisonment for five years in the Cayman Islands.

We may not hold an annual meeting of shareholders until after the consummation of our initial business combination, which could delay the opportunity for our shareholders to elect directors.

In accordance with the Nasdaq corporate governance requirements, we are required to hold an annual meeting within one year after our first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual or general meetings or elect directors. Until we hold an annual meeting of shareholders, public shareholders may not be afforded the opportunity to discuss company affairs with management. In addition, as holders of our Class A ordinary shares, our public shareholders will not have the right to vote on the election or removal of directors prior to consummation of our initial business combination.

 

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We are not registering Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

We are not registering Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed to use our best efforts to file a registration statement under the Securities Act covering such shares and maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis, in which case, the number of Class A ordinary shares that you will receive upon cashless exercise will be based on a formula subject to a maximum amount of shares equal to 0.361 Class A ordinary shares per warrant (subject to adjustment). However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our 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, we may, at our 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 we so elect, we will not be required to file or maintain in effect a registration statement, but we will be required to use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares issuable upon exercise of the warrants under the Securities Act or applicable state securities laws, and there is no applicable exemption available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the securities issuable upon exercise of such warrants for sale under all applicable state securities laws.

The grant of registration rights to our initial shareholders may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.

Pursuant to an agreement entered into concurrently with the issuance and sale of the securities in our initial public offering, our initial shareholders and their permitted transferees can demand that we register the Class A ordinary shares into which founder shares are convertible, holders of our private placement warrants and their permitted transferees can demand that we register the private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants and holders of warrants that may be issued upon conversion of working capital loans may demand that we register such warrants or the Class A ordinary shares issuable upon exercise of such warrants. Assuming the founder shares convert on a one for one basis and no warrants are issued upon conversion of working capital loans, an aggregate of up to 5,750,000 Class A ordinary

 

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shares and up to 13,250,000 warrants are subject to registration under these agreements. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A ordinary shares that is expected when the securities owned by our initial shareholders, holders of our private placement warrants, holders of working capital loans or their respective permitted transferees are registered.

Unlike some other similarly structured blank check companies, our initial shareholders will receive additional Class A ordinary shares if we issue shares to consummate our initial business combination.

The founder shares will automatically convert into Class A ordinary shares at the time of completion of our initial business combination on a one-for-one basis, subject to adjustment for share splits, share dividends, 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 convertible or exercisable for Class A ordinary shares are issued or deemed issued in excess of the amounts sold in our initial public offering and related to the closing of our initial business combination, the ratio at which founder shares will convert into Class A ordinary shares will be adjusted so that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the sum of our ordinary shares outstanding upon completion of our initial public offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any Class A ordinary shares or equity- linked securities issued, or to be issued, to any seller in our initial business combination.

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

Although we have no commitments as of the date of this Annual Report to issue any notes or other debt securities, or to otherwise incur outstanding debt following our initial public offering, we may choose to incur substantial debt to complete our business combination. We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

 

  •  

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

 

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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

 

  •  

our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

 

  •  

our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

 

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our inability to pay dividends on our ordinary shares;

 

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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, to pay expenses, make capital expenditures and acquisitions and fund other general corporate purposes;

 

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limitations on our flexibility in planning for and reacting to changes in our business and it the industry in which we operate;

 

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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

 

  •  

limitation on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements and execution of our strategy; and

 

  •  

other disadvantages compared to our competitors who have less debt.

The exercise price for the public warrants is higher than in some other blank check company offerings, and, accordingly, the warrants are more likely to expire worthless.

The exercise price of the public warrants is higher than in some other blank check companies. For example, historically, the exercise price of a warrant was often a fraction of the purchase price of the units in our initial public offering. The exercise price for our public warrants is $11.50 per share, subject to adjustments as provided herein. As a result, the warrants are less likely to ever be in the money and more likely to expire worthless.

Our initial shareholders control the election and removal of our board of directors until consummation of our initial business combination and will hold a substantial interest in us. As a result, they will elect all of our directors and may exert a substantial influence on actions requiring shareholder vote, potentially in a manner that you do not support.

Our initial shareholders own 20% of our issued and outstanding ordinary shares (assuming they do not purchase any units in our initial public offering). In addition, the founder shares, all of which are held by our initial shareholders, (i) entitle the holders to elect all of our directors prior to our initial business combination and (ii) in respect of any vote or votes to continue the company in a jurisdiction outside the Cayman Islands (including, but not limited to, the approval of the organizational documents of the company in such other jurisdiction), which requires the approval of at least two-thirds of the votes of all ordinary shares, entitle the holders to ten votes for every founder share. Holders of our public shares will have no right to vote on the election or removal of directors during such time. These provisions of our second amended and restated memorandum and articles of association may only be amended by a special resolution passed by a majority of at least 90% of our ordinary shares voting in a general meeting. As a result, you will not have any influence over the election or removal of directors or our continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination.

Neither our initial shareholders nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this Annual Report. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. In addition, as a result of their substantial ownership in our company, our initial shareholders may exert a substantial influence on other actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our second amended and restated memorandum and articles of association and approval of major corporate transactions. If our initial shareholders purchase any additional ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their influence over these actions. Accordingly, our initial shareholders will exert significant influence over actions requiring a shareholder vote at least until the completion of our initial business combination.

 

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We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.

Our warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of our Class A ordinary shares purchasable upon exercise of a warrant.

Our warrant agreement designates the courts of the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the City of New York, County of New York, State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

 

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We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem issued and outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant if, among other things, the Reference Value equals or exceeds $18.00 per share (as adjusted for changes to the number of shares issuable upon exercise or the exercise price of a warrant). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the securities issuable upon exercise of such warrants for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the issued and outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the issued and outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by our Sponsor or its permitted transferees.

In addition, we have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted for changes to the number of shares issuable upon exercise or the exercise price of a warrant). In such a case, the holders will be able to exercise their warrants prior to redemption for a number of Class A ordinary shares determined based on the redemption date and the fair market value of our Class A ordinary shares. The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the price of the shares issuable upon exercise of such warrants is higher and (2) may not compensate the holders for the value of the warrants, including because the number of ordinary shares received is capped at 0.361 Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

Our management’s ability to require holders of our warrants to exercise such warrants on a cashless basis will cause holders to receive fewer Class A ordinary shares upon their exercise of the warrants than they would have received had they been able to exercise their warrants for cash.

If we call our public warrants for redemption after the redemption criteria have been satisfied, our management will have the option to require any holder that wishes to exercise its warrant (including any warrants held by our Sponsor, officers, directors or their permitted transferees) to do so on a “cashless basis.” If our management chooses to require holders to exercise their warrants on a cashless basis, the number of Class A ordinary shares received by a holder upon exercise will be fewer than it would have been had such holder exercised his warrant for cash. This will have the effect of reducing the potential “upside” of the holder’s investment in our company.

Our warrants and founder shares may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our business combination.

We issued warrants to purchase up to 11,500,000 Class A ordinary shares as part of the units offered in our initial public offering, simultaneously with the closing of our initial public offering, we also issued in a private placement an aggregate of 13,250,000 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share. The founder shares are convertible into Class A ordinary shares on a one-for-one basis, subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like and subject to further adjustment as set forth herein. In addition, if our Sponsor makes any working capital loans, it may convert those loans into up to an additional 1,500,000 private placement warrants, at the price of $1.00 per warrant. To the extent we issue Class A ordinary shares to effectuate a business combination, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants and conversion rights could make us a less attractive acquisition vehicle to a target business. Any such

 

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issuance will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business combination. Therefore, our warrants and founder shares may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business.

Because each unit contains one-half of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.

Each unit contains one-half of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole warrants will trade. This is different from other offerings similar to ours whose units include one ordinary share and one warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one-half of the number of shares compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if they included a warrant to purchase one whole share.

Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.

The federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include target historical and/or pro forma financial statement disclosure. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our business combination, require substantial financial and management resources, and increase the time and costs of completing our initial business combination.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with this Annual Report. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome for us as compared to other public companies because a target business with which we seek to complete our business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

 

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We have identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

We identified a material weakness in our internal control over financial reporting related to our controls around the carrying value of our Class A ordinary shares subject to redemption. As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31, 2022.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. Measures to remediate material weaknesses may be time-consuming and costly and there is no assurance that such initiatives will ultimately have the intended effects. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results. If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and adversely affect our business and operating results. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

Provisions in our second amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.

Our second amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include a staggered board, three-year director terms and the ability of the board of directors to designate the terms of and issue new series of preferred shares, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

Risks Associated with Our Status as a Foreign Entity

Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

We are an exempted company incorporated with limited liability under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.

Our corporate affairs are governed by our second amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by statutory law

 

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and the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

We have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.

 

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After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore, investors may not be able to enforce federal securities laws or their other legal rights.

It is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States and all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.

We may pursue a business combination with a target business in any geographic location. If we effect our initial business combination with a company with operations or opportunities outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations.

If we effect our initial business combination with a company with operations or opportunities outside of the United States, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:

 

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costs and difficulties inherent in managing cross-border business operations and complying with difficult commercial and legal requirements of the overseas market;

 

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rules and regulations regarding currency redemption;

 

  •  

tax issues, such as complex corporate taxes, withholding taxes on operating income and withholding taxes on shareholders;

 

  •  

tax law changes and variations in tax laws as compared to the United States;

 

  •  

laws governing the manner in which future business combinations may be effected;

 

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exchange listing and/or delisting requirements;

 

  •  

tariffs and trade barriers;

 

  •  

regulations related to customs and import/export matters;

 

  •  

local or regional economic policies and market conditions;

 

  •  

unexpected changes in regulatory requirements;

 

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longer payment cycles;

 

  •  

currency fluctuations and exchange controls;

 

  •  

rates of inflation;

 

  •  

challenges in collecting accounts receivable;

 

  •  

cultural and language differences;

 

  •  

employment regulations;

 

  •  

underdeveloped or unpredictable legal or regulatory systems;

 

  •  

corruption;

 

  •  

protection of intellectual property;

 

  •  

social unrest, crime, strikes, riots and civil disturbances;

 

  •  

terrorist attacks, natural disasters and wars;

 

  •  

deterioration of political relations with the United States; and

 

  •  

government appropriation of assets.

 

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We may not be able to adequately address these additional risks. If we were unable to do so, our operations might suffer, which may adversely impact our results of operations and financial condition.

If our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.

Following our initial business combination, our management may resign from their positions as officers or directors of the company and the management of the target business at the time of the business combination will remain in place. Management of the target business may not be familiar with United States securities laws. If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue will be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate.

The economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business combination, the ability of that target business to become profitable.

Exchange rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.

In the event we acquire a non-U.S. target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in non-U.S. regions fluctuates and is affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial business combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.

General Risk Factors

We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We are a blank check exempted company established under the laws of the Cayman Islands with no operating results. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.

 

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We may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.

If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. holder of our Class A ordinary shares or warrants, the U.S. holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception. Depending on the particular circumstances, the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Additionally, even if we qualify for the start-up exception with respect to a given taxable year, there cannot be any assurance that we would not be a PFIC in other taxable years. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year will not be determinable until after the end of such taxable year. If we determine we are a PFIC for any taxable year, to the extent commercially practicable, we will endeavor to provide to a U.S. holder such information as the Internal Revenue Service (“IRS”) may require, including a PFIC annual information statement, in order to enable the U.S. holder to make and maintain a “qualified electing fund” election with respect to their Class A ordinary shares, but there can be no assurance that we will timely provide such required information, and such election would likely be unavailable with respect to our warrants in all cases. We urge U.S. holders to consult their own tax advisors regarding the possible application of the PFIC rules to holders of our Class A ordinary shares and warrants.

We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders or warrant holders.

We may, in connection with our initial business combination and subject to requisite shareholder approval under the Companies Act, reincorporate in the jurisdiction in which the target company or business is located, or in another jurisdiction. The transaction may require a shareholder or warrant holder to recognize taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in which its members are resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders or warrant holders to pay such taxes. Shareholders or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.

Our initial business combination and our structure thereafter may not be tax-efficient to our shareholders and warrant holders. As a result of our business combination, our tax obligations may be more complex, burdensome and uncertain.

Although we will attempt to structure our initial business combination in a tax-efficient manner, tax structuring considerations are complex, the relevant facts and law are uncertain and may change, and we may prioritize commercial and other considerations over tax considerations. For example, in connection with our initial business combination and subject to any requisite shareholder approval, we may structure our business combination in a manner that requires shareholders and/or warrant holders to recognize gain or income for tax purposes, effect a business combination with a target company in another jurisdiction, or reincorporate in a different jurisdiction (including, but not limited to, the jurisdiction in which the target company or business is located). We do not intend to make any cash distributions to shareholders or warrant holders to pay taxes in connection with our business combination or thereafter. Accordingly, a shareholder or a warrant holder may need to satisfy any liability resulting from our initial business combination with cash from its own funds or by selling all or a portion of the shares received. In addition, shareholders and warrant holders may also be subject to additional income, withholding or other taxes with respect to their ownership of us after our initial business combination.

In addition, we may effect a business combination with a target company that has business operations outside of the United States, and possibly, business operations in multiple jurisdictions. If we effect such a business

 

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combination, we could be subject to significant income, withholding and other tax obligations in a number of jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions. Due to the complexity of tax obligations and filings in other jurisdictions, we may have a heightened risk related to audits or examinations by U.S. federal, state, local and non-U.S. taxing authorities. This additional complexity and risk could have an adverse effect on our after-tax profitability and financial condition.

An investment in our securities may result in uncertain U.S. federal income tax consequences.

An investment in our securities may result in uncertain U.S. federal income tax consequences. For instance, because there are no authorities that directly address instruments similar to the units we issued in our initial public offering, the allocation an investor makes with respect to the purchase price of a unit between the Class A ordinary shares and the one-half of a warrant to purchase one Class A ordinary share included in each unit could be challenged by the IRS or courts. In addition, the U.S. federal income tax consequences of a cashless exercise of warrants included in the units we are issuing in our initial public offering are unclear under current law. Finally, it is unclear whether the redemption rights with respect to our ordinary shares suspend the running of a U.S. holder’s holding period for purposes of determining whether any gain or loss realized by such holder on the sale or exchange of Class A ordinary shares is long-term capital gain or loss and for determining whether any dividend we pay would be considered “qualified dividend income” for U.S. federal income tax purposes. Prospective investors are urged to consult their tax advisors with respect to these and other tax consequences when acquiring, owning or disposing of our securities.

We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we 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 internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our 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. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

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 an election to opt out is irrevocable. We have 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, we, 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 our 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.

 

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Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equaled or exceeded $250 million as of the prior June 30th, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equaled or exceeded $700 million as of the prior June 30th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.

We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.

We are subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

We employ a mail forwarding service, which may delay or disrupt our ability to receive mail in a timely manner.

Mail addressed to the company and received at its registered office will be forwarded unopened to the forwarding address supplied by company to be dealt with. None of the company, its directors, officers, advisors or service providers (including the organization which provides registered office services in the Cayman Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address, which may impair your ability to communicate with us.

 

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Since only holders of our founder shares will have the right to vote on the appointment of our directors, Nasdaq may consider us to be a “controlled company” within the meaning of Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.

Only holders of our founder shares will have the right to vote on the appointment of our directors. As a result, Nasdaq may consider us to be a “controlled company” within the meaning of Nasdaq’s corporate governance standards. Under Nasdaq’s corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that:

 

  •  

we have a board of directors that includes a majority of ‘independent directors,’ as defined under the rules of Nasdaq;

 

  •  

we have a compensation committee of our board of directors that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

 

  •  

we have a nominating and corporate governance committee of our board of directors that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities

We do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of Nasdaq, subject to applicable phase-in rules. However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies that are subject to all of Nasdaq’s corporate governance requirements.

Risks Relating to the Post-Business Combination Company

Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.

Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present with a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance the initial business combination or thereafter. Accordingly, any shareholders or warrant holders who choose to remain shareholders or warrant holders following the business combination could suffer a reduction in the value of their securities. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy materials or tender offer documents, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

 

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Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

Our ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

Our key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties under Cayman Islands law.

We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information.

 

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Our assessment of the capabilities of the target business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target business’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders or warrant holders who choose to remain shareholders or warrant holders following the business combination could suffer a reduction in the value of their securities. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

We may structure our initial business combination so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such 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 us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our outstanding Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.

If we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.

If we pursue a target business with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations. Furthermore, we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

 

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If we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:

 

  •  

costs and difficulties inherent in managing cross-border business operations;

 

  •  

rules and regulations regarding currency redemption;

 

  •  

complex corporate withholding taxes on individuals;

 

  •  

laws governing the manner in which future business combinations may be effected;

 

  •  

exchange listing and/or delisting requirements;

 

  •  

tariffs and trade barriers;

 

  •  

regulations related to customs and import/export matters;

 

  •  

local or regional economic policies and market conditions;

 

  •  

unexpected changes in regulatory requirements;

 

  •  

challenges in managing and staffing international operations;

 

  •  

longer payment cycles;

 

  •  

tax issues, such as tax law changes and variations in tax laws as compared to the United States;

 

  •  

currency fluctuations and exchange controls;

 

  •  

rates of inflation;

 

  •  

challenges in collecting accounts receivable;

 

  •  

cultural and language differences;

 

  •  

employment regulations;

 

  •  

underdeveloped or unpredictable legal or regulatory systems;

 

  •  

corruption;

 

  •  

protection of intellectual property;

 

  •  

social unrest, crime, strikes, riots and civil disturbances;

 

  •  

regime changes and political upheaval;

 

  •  

terrorist attacks and wars; and

 

  •  

deterioration of political relations with the United States.

We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such initial business combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.

 

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Item 1B.

Unresolved Staff Comments

None.

 

Item 2.

Properties

We do not own any real estate or other physical properties materially important to our operation. We currently maintain our principal executive offices at 2333 Ponce de Leon Blvd., Suite 630, Coral Gables, FL 33134 and our telephone number is 786-662-3114. Our executive offices are provided to us by our Sponsor. We have agreed to pay our Sponsor a total of $10,000 per month for office space, utilities, secretarial support and administrative services and to reimburse our Sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. We consider our current office space adequate for our current operations.

 

Item 3.

Legal Proceedings

None.

 

Item 4.

Mine Safety Disclosures

Not applicable.

 

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PART II

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

Market Information

Our units, Class A ordinary shares and warrants are each traded on the Nasdaq Global Market under the symbols “TOACU,” “TOAC” and “TOACW,” respectively. Our units commenced public trading on November 8, 2021, and our Class A ordinary shares and warrants commenced separate public trading on December 30, 2021.

Holders

As of March 24, 2023, there was one holder of record of our units, one holder of record of our Class A ordinary shares, one holder of record of our Class B ordinary shares and two holders of record of our warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, Class A ordinary shares and warrants are held of record by banks, brokers and other financial institutions.

Dividends

We have not paid or declared any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

Recent Sales of Unregistered Securities

Unregistered Sales

Simultaneously with the closing of our initial public offering, the Company completed the private sale of an aggregate of 13,250,000 warrants at a purchase price of $1.00 per private placement warrant, to our sponsor, AVi8 Acquisition LLC, generating gross proceeds to the Company of $13,250,000. The terms of the private placement warrants are substantially similar to the warrants sold as part of the units in our initial public offering, except as otherwise disclosed in the registration statement. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Use of Proceeds

On November 3, 2021, our registration statement on Form S-l (File No. 333-260305) was declared effective by the SEC for our initial public offering, pursuant to which we sold an aggregate of 23,000,000 units (including the issuance of 3,000,000 units as a result of the underwriters’ exercise of their over-allotment option) at an offering price to the public of $10.00 per unit for an aggregate offering price of $230,000,000, with each unit consisting of one Class A ordinary share and one-half of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. Credit Suisse Securities (USA) LLC and Exos Securities LLC acted as the representatives for the underwriters. Our initial public offering did not terminate before all of the securities registered in our registration statement were sold. Our initial public offering was consummated on November 8, 2021. The net proceeds from our initial public offering and the sale of the private placement warrants, including the underwriters’ deferred underwriting discounts fee of $8,050,000, are held in the trust account as of December 31, 2022. No payments were made by us to directors, officers or persons owning ten percent or more of our ordinary shares or to their associates, or to our affiliates. There has been no material change in the planned uses of proceeds from our initial public offering as described in our final prospectus dated November 3, 2021, which was filed with the SEC.

 

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Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

 

Item 6.

Reserved.

 

Item 7.

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

References in this Annual Report to “we,” “us” or the “Company” refer to Talon 1 Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to AVi8 Acquisition LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes thereto contained elsewhere in this Annual Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Overview

We are a blank check company incorporated on April 20, 2021 as a Cayman Islands exempted company. Our business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (referred to in this Annual Report as our initial business combination). We have reviewed, and continue to review, a number of opportunities to enter into a Business Combination with an operating business, but we are not able to determine at this time whether we will complete a Business Combination with any of the target business that we have review or with any other target business.

The issuance of additional shares in connection with a business combination to the owners of the target or other investors:

 

  •  

may significantly dilute the equity interest of investors in our initial public offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

 

  •  

may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;

 

  •  

could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

 

  •  

may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and

 

  •  

may adversely affect prevailing market prices for our Class A ordinary shares and/or warrants.

Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:

 

  •  

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

 

  •  

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

 

  •  

our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

 

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  •  

our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

 

  •  

our inability to pay dividends on our Class A ordinary shares;

 

  •  

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

 

  •  

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

 

  •  

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

 

  •  

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

We expect to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for our initial public offering and search for a target for a possible business combination. We do not expect to generate any operating revenues until after completion of our initial business combination. We generate non-operating income in the form of interest income on investments held in our trust account. Our expenses have increased substantially after the closing of our initial public offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses on prospective Business Combination candidates.

For the year ended December 31, 2022, we had a net income of $11,449,396 consisting of general and administrative costs of $3,826,521 offset by the change in fair value of derivative warrant liabilities of $11,897,500 and income earned in marketable securities held in Trust Account of $3,378,417.

For the period from April 20, 2021 (inception) through December 31, 2021, we had a net loss of $468,403 consisting of formation and operating costs of $675,422, offering costs allocated to warrant liabilities of $359,830 offset by the change in fair value of derivative warrant liabilities of $555,100 and income earned in marketable securities held in Trust Account of $11,749.

Recent Developments

On January 20, 2023, the Company entered into an investment advisory agreement with Genaesis, LLC (“Genaesis”) pursuant to which Genaesis will serve as the non-exclusive transaction advisor in connection with the potential identification and introduction of candidates to the Company for a business acquisition, or financing or equity investment in the Company. If the Company enters into a letter of intent with a potential target introduced by Genaesis within 24 months of this agreement, it shall pay Genaesis a 1% “Success fee” of the capital committed by the Company for the business acquisition.

In the event that the Company consummates a transaction facilitated by Genaesis, Genaesis is entitled to charge appropriate expenses for its services to the Company for placing an announcement and/or press release on their behalf.

 

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On January 27, 2023, at an extraordinary general meeting (“Extraordinary General Meeting”) of the Company’s stockholders, the Company’s stockholders approved the amendment to the Company’s investment management trust agreement, dated as of November 3, 2021, by and between the Company and Continental Stock Transfer & Trust Company, LLC (the “Trust Agreement Amendment”). Pursuant to the Trust Agreement Amendment, the Company will deposit into the Company’s trust account (the “Trust Account”), for each one-month extension, $330,000.

In connection with the Trust Agreement Amendment, AVi8 Acquisition LLC (the “Sponsor”) has agreed to make available to the Company an aggregate amount of up to US$4,000,000 pursuant to a promissory note in favor of the Sponsor (the “Note”).

The Sponsor may elect to convert up to $1,500,000 of the outstanding principal balance of the Note into warrants to purchase shares of Class A ordinary shares of the Company at a conversion price equal to $1.00 per warrant. The terms of such warrants issued in connection with such conversion shall be identical to the warrants issued to the Sponsor in connection with the Company’s initial public offering that closed on November 8, 2021. The Note does not bear interest. In the event that the Company does not consummate a business combination, the Note will be repaid only from amounts remaining outside of the Company’s trust account, if any.

The proceeds of the Note will be used by the Company to deposit additional funds to the trust account in connection with the extension of the amount of time the Company has available to complete a business combination and to fund the Company’s operations.

At the Extraordinary General Meeting, the shareholders of the Company approved an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial business combination up to nine (9) times for an additional one (1) month each time from February 8, 2023 to November 8, 2023 (which is 24 months from the closing of the Company’s initial public offering). Under Cayman Islands law, the Charter Amendment took effect upon approval by the shareholders. The Company plans to file the Charter Amendment with the Cayman Islands General Registry within 15 days of the Extraordinary General Meeting.

At the Extraordinary General Meeting, holders of 24,144,029 ordinary shares, comprised of 18,394,029 Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), and 5,750,000 Class B ordinary shares, par value $0.0001 per share (together with Class A Ordinary Shares, the “Ordinary Shares”), were present in person or by proxy, representing approximately 83.98% of the voting power of the 28,750,000 issued and outstanding ordinary shares of Talon (“Outstanding Shares”) entitled to vote at the Extraordinary General Meeting as of the close of business on January 9, 2023, which was the record date for the Extraordinary General Meeting.

In connection with the Extraordinary General Meeting, shareholders properly elected to redeem an aggregate of 13,317,392 Class A Ordinary Shares at a redemption price of approximately $10.41 per share (the “Redemption”), for an aggregate redemption amount of approximately $138,639,176. Following such redemptions, approximately $100,799,675 will remain in the Talon trust account (the “Trust Account”), not including the extension payment of $330,000.

At the Extraordinary General Meeting, the Company’s shareholders approved the proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Extension Amendment”) to give the Company the right to extend the date by which it has to consummate a business combination from February 8, 2023 up to 9 times for an additional one (1) month each time up to November 8, 2023 (i.e., for a period of time ending up to 24 months after the consummation of its initial public offering).

Liquidity and Capital Resources

On November 8, 2021, we consummated our initial public offering of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of our initial public offering, the underwriters fully exercised the over-allotment option, generating gross proceeds of $30,000,000.

 

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Simultaneously with the closing of our initial public offering, the Company consummated the sale of 13,250,000 warrants at a price of $1.00 per Private Placement Warrant in a private placement to our Sponsor generating gross proceeds of $13,250,000.

A total of $235,750,000 of the proceeds from our initial public offering, a portion of the sale of the private placement warrants, the sale of the over-allotment units and the sale of the over-allotment warrants were placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.

As of December 31, 2022, we had cash and marketable securities held in the Trust Account of $239,110,999 consisting of securities held in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule2a-7 under the Investment Company Act which invest only in direct U.S. government treasury.

As of December 31, 2022, we had cash of $92,674 held outside the Trust Account. 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 a Business Combination.

The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. As of December 31, 2022, the Company had $239,110,999 cash and investments held in its Trust Account for use in a potential Business Combination. The Company had until February 8, 2023 to complete a Business Combination, however, the Company has since extended this date to November 8, 2023. If a Business Combination is not consummated by this date, there will be a mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution.

As of December 31, 2022, the Company had $92,674 in cash and working capital deficit of $335,839. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence, and negotiating an initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial Business Combination, we would repay such loaned amounts. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities as a result of this uncertainty.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of December 31, 2022.

Commitments and Contractual Obligations

We do not have any long term debt obligations, capital lease obligations, operating lease obligations, purchase

 

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obligations or other long term liabilities, other than an agreement to pay our Sponsor a monthly fee of $10,000 for office space and administrative support. We began incurring these fees on November 3, 2021 and will continue to incur these fees monthly until the earlier of the completion of the initial business combination or our liquidation. Effective March 31, 2021, we entered into a termination agreement with our sponsor to terminate the Administrative Support Agreement (and any accrued obligations pursuant thereto). Since our initial public offering, we have not made any payments under the Administrative Support Agreement and have paid for services rendered and expenses advanced by our sponsor on an as-needed basis.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Net Income (Loss) Per Ordinary Share

Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. On December 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as assets or liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative instruments are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

In August 2020, the 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) (“ASU 2020-06”) 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. As a smaller reporting company, ASU 2020-06 is effective January 1, 2024, for fiscal years beginning after December 15, 2023, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1, 2022. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s audited financial statements.

 

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Item 7A.

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 8.

Financial Statements and Supplementary Data.

Our financial statements and notes thereto begin on page F-1.

 

Item 9.

Changes and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

 

Item 9A.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2022. Based on this evaluation, our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this report, our disclosure controls and procedures were not effective because of a material weakness in our internal control over financial reporting that was identified during our preparation of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2022. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the Company’s management has concluded that our controls around the carrying value of our Class A ordinary shares subject to redemption were not effectively designed or maintained to prevent an error in the calculation of such carrying value, as the Company failed to adjust the carrying value to account for the interest and dividends accrued in the Trust Account during the quarterly period ended June 30, 2022 during the closing process. The failure to accrue interest and dividends resulted in us having to record a post-closing journal entry to correct the error prior to filing this Quarterly Report. Since this control deficiency could lead to a material misstatement, management concluded that there was a material weakness in internal control over financial reporting.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial and accounting officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. 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.

 

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Management’s Report on Internal Control Over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

 

(1)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

 

(2)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

 

(3)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December 31, 2022, due to the material weakness in our internal control over the financial reporting process described above, which was initially identified at June 30, 2022.

Management has implemented remediation steps to improve our internal control over financial reporting. Specifically, we expanded and improved our review process for complex securities, related party transactions and related accounting standards. We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and implementing additional layers of reviews in the financial close process.

This Annual Report does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

We have continued our remediation efforts in connection with the identification of the material weakness discussed above. Specifically, we have expanded and improved our closing process with respect to the review of the carrying value of the of Class A ordinary shares subject to redemption. As of December 31, 2022, the material weakness discussed above had not been fully remediated. Accordingly, we continue to remediate our controls regarding operating efficiency.

 

Item 9B.

Other Information

None.

 

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

 

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PART III

 

Item 10.

Directors, Executive Officers and Corporate Governance

Officers and Directors

 

Name    Age    Position

Edward J. Wegel

    65    Chairman of the Board and Chief Executive Officer

Ryan Goepel

    48    Chief Financial Officer

Jeremy Falk

    43    Chief Operating Officer

Maggie Arvedlund

    43    Director

Marc Cho

    47    Director

Joseph DaGrosa, Jr

    58    Director

Nathaniel Felsher

    42    Director

Abdol Moabery

    55    Director

Mr. Edward J. Wegel serves as our Chairman and Chief Executive Officer. Mr. Wegel is a seasoned airline executive with 35 years of broad experience in financing, operations, and distribution. Mr. Wegel has served as a board member of public and private airlines, including Atlantic Coast Airlines, BWIA International Airlines and Eastern Airlines. Mr. Wegel is an experienced deal-maker who has led initial public offerings, privatizations, major aircraft orders, and alliance negotiations. He has extensive company restructuring experience.

Other accomplishments include: drafted the first business plan for JetBlue; focused on the then relatively new Airbus A320s and chose JFK as its base of operations; created Republic Airways with an industry-leading order for 80 EMB 145 aircraft in 1998; oversaw the acquisition of Chautauqua Airlines (where he served as Chief Executive Officer); and conceived and led the privatization and financing of BWIA International Airways, Trinidad, operating 20 L1011 and MD-80 aircraft and serving as National Airline for Trinidad, Guyana, St. Lucia, and Barbados, among and other island nations. As Chief Executive Officer, in 1995, Mr. Wegel achieved BWIA’s first ever profit in 57 years (BWIA International Airways now operates as Caribbean Airlines); co-founded Atlantic Coast Airlines / United Express in 1990, one of the first United Airlines regional airlines. Mr. Wegel served as head of finance and as a board member for Atlantic Coast Airlines, leading over $100 million in financing for operations and aircraft finance. Mr. Wegel served as a commissioned officer in the U.S. Army and received an MBA from the University of Northern Colorado after graduating from the United States Military Academy at West Point.

Mr. Ryan Goepel serves as our Chief Financial Officer. Mr. Goepel is the Chief Financial Officer of AVi8. He is also the Chief Financial Officer of Global Crossing Airlines Group, Inc. (“GlobalX”) since February 2020, and was elected to the board of directors of GlobalX in June 2020. Mr. Goepel is a seasoned finance and operations executive with over 20 years of experience, most recently serving as Chief Financial Officer for Flair Airlines Canada from August 2018 to November 2019 to transition from a Boeing 737 charter operator to a profitable, low-cost scheduled service carrier. Profitability was achieved at Flair through the modernization of the fleet, optimization of the flight schedule to focus and grow profitable routes, revamping key personnel, and the installation of a data driven, cost conscious operating mentality while preserving best-in-class safety, reliability and on time performance. Prior to Flair, Mr. Goepel served as Chief Financial Officer for Viking Exploration, an international oil and gas company, from December 2016 to August 2018, where he raised seed capital from a broad group of investors. Prior to Viking Exploration, Mr. Goepel served as Chief Financial Officer of CC Reservoirs, a Geoscience software company, from April 2015 to December 2016, where he was responsible for the accounting, compliance, treasury, tax, and strategic planning functions and was instrumental in establishing new offices and entities in South America, the Middle East and the Far East. Prior to CC Reservoirs, Mr. Goepel served as Chief Financial Officer of ZEiTECS, an artificial lift technology company, from December 2010 to April 2015, where he oversaw its sale to Schlumberger; KBR Services Business Unit Finance Leader overseeing 12,000 employees growing revenue from $300 million to $3 billion. In addition, Mr. Goepel served as the Director of Global Finance during the Burger King turnaround that culminated with its first ever public debt raise and successful initial public offering. He is a Certified Management Accountant, with an MBA from Texas A&M University and Bachelor of Arts from the University of British Columbia.

 

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Mr. Jeremy Falk serves as our Chief Operating Officer. Mr. Falk is currently President and Senior Managing Director of Newbridge Global Sourcing LLC. He is responsible for identifying and evaluating investment opportunities and working with our management teams to create value. Mr. Falk was previously an investment manager at AGI Partners, LLC, an alternative investment management firm that deploys capital in private equity and special opportunities. He was responsible for originating, underwriting, structuring and executing transactions. He was active in the closing, governance and monitoring of firm investments. Previously, he was an investment professional at Cerberus Capital Management, L.P., a $50 billion alternative investment management firm based in New York, in the private equity and the corporate credit groups where he focused on private equity and special situations investments across a wide range of industries. He was responsible for executing transactions and overseeing portfolio company investments, as well as identifying and executing public-market investments. He underwrote transactions and conducted financial, business and operational diligence. Prior to that he was an Analyst at Morgan Stanley & Co. Inc. in the Media & Entertainment and Transportation groups. Jeremy graduated from Columbia College with a Bachelors of Arts.

Ms. Maggie Arvedlund serves as an independent director. She currently serves as the Chief Executive Officer and Managing Partner of Turning Rock Partners. Funds affiliated with Turning Rock Partners have made a passive investment representing a majority of the economic interests in our Sponsor. Prior to founding Turning Rock Partners, Ms. Arvedlund was a Managing Director at Fortress Investment Group where she spent eight years. Fortress Investment Group is a global investment firm. While at Fortress, Ms. Arvedlund was responsible for private equity and debt investments for the Fortress Partners Fund, a multi-strategy vehicle which invested across asset classes and capital structures. During her tenure at Fortress, Ms. Arvedlund served on the Investment Committee from 2010-2015. Prior to joining Fortress, Ms. Arvedlund worked at Hall Capital Partners where she held roles in the portfolio management and research divisions. Hall Capital Partners is a privately held registered investment advisory firm. Prior to Hall Capital Partners, Ms. Arvedlund held a number of senior operating roles in several privately held businesses. Ms. Arvedlund received a BS with Honors from Vanderbilt University in

 

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Economics and an MBA in Finance from NYU’s Stern School of Business. Ms. Arvedlund serves on several non-profit boards including Summer Search New York City and is a founding member of the NYU Stern Private Equity Advisory Board.

Mr. Marc Cho serves as the Chief Investment Officer for GA Telesis and is the President of the LIFT (Leasing, Investments, Finance & Trading) Group. LIFT’s mission is to apply the vast experience, expertise, and execution capabilities of GAT to make investments, manage assets, and develop new business strategies in the aviation sector. LIFT is comprised of the Asset Transaction Group (ATG: aircraft and engine leasing and trading and asset origination, management, and remarketing), Capital Management Group (CMG: management of third-party investor capital) the Leveraged Finance Group (LFG: alternative lender and financing solutions) and GA Telesis Rotorcraft (GATR: helicopter leasing and finance). Before joining GA Telesis in 2017, Mr. Cho served as President of Echelon Aviation, the aircraft investment platform for Prospect Capital, which he co-founded in 2014. Prior to that, Mr. Cho was a Director in the Aircraft Trading and Investment team at Bank of America Merrill Lynch (BAML) for nearly eight years, where he directed origination of aircraft leasing investments, acquisition of secondary market aircraft debt, and management of a lease portfolio that grew to over 90 aircraft. He also led the acquisition of over $2.5 billion in loans and execution of over 400 aircraft trades. Prior to BAML, Mr. Cho was a Senior Vice President at DVB Bank AG for over four years, where he closed over $2.0 billion in aircraft financings during his term. His prior experience also includes executive positions at GE Capital Aviation Services (GECAS) and the aircraft finance division of Heller Financial. Mr. Cho graduated from the Wharton School of the University of Pennsylvania, where he earned a bachelor of science in economics.

Mr. Joseph DaGrosa, Jr. serves as an independent director. He has been a member of the board of directors of GlobalX since June 2020. Mr. DaGrosa currently serves as Chairman of DaGrosa Capital Partners LLC, a private equity firm focused on making control and influential minority investments in companies throughout the United States, Western Europe and Latin America, having served in that role since February 2020. Mr. DaGrosa is a co-founder of 1848 Capital Partners LLC (“1848”), having co-managed the firm from its founding in 2003 until 2016 and having served as a member of the firm’s investment committee. Mr. DaGrosa also served as co-chairman or as a board member for the following 1848 portfolio companies: Eastern Airlines, Brazil Tower Company, and Jet Support Services, Inc. Mr. DaGrosa served as Founder and Senior Partner at Core Values Partners LLC (“Core Values”), during which time Mr. DaGrosa co- founded the Heartland Food Corp., a Core Values’ portfolio platform company used to acquire two hundred and forty eight (248) Burger King restaurants out of bankruptcy (and in workout situations), creating the second largest franchisee in the Burger King system. Heartland was successfully sold in December 2006 to an affiliate of the Blackstone Group., Mr. DaGrosa was a partner at MapleWood Partners LP, a Miami-based private equity firm, where he served as a member of the Executive and Investment Committees and was co-head of the firm’s Transaction Team. Prior to MapleWood Partners LP, Mr. DaGrosa was a vice president for PaineWebber, Inc. (now part of UBS) in its Special Accounts Group. Mr. DaGrosa holds a Bachelor of Science degree in Finance, Accounting and Statistics from Syracuse University.

Mr. Nathaniel Felsher serves as an independent director. He is the current Founder and Chief Executive Officer of CAVU Management Partners, LLC, a consulting services company, having served in that role since March 2019. Felsher is the former President and Chief Strategy Officer of Aimia Inc. (TSX: AIM), a holding company with a focus on long-term investments in public and private companies, having served in that role from August 2018 through November 2018. Previously, Mr. Felsher worked at Deutsche Bank, a German multinational investment bank and financial services company, where he served for eleven years, in ever increasing roles of responsibility, most recently as Global Co-Head of Aviation – Corporate & Investment Banking until August 2018. Throughout his time at Deutsche Bank, Mr. Felsher advised clients in the aircraft leasing, airline loyalty, travel technology and transportation infrastructure sectors with respect to strategy, equity and debt placements and M&A, having executed transactions in more than 20 countries. Mr. Felsher has global deal experience having executed transactions in more than 20 countries. Prior to joining Deutsche Bank, Mr. Felsher held investment banking positions with HSBC and JPMorgan Chase & Co.

Mr. Abdol Moabery serves as an independent director. Mr. Moabery is the founder, Chief Executive Officer of

 

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GA Telesis, a leader in integrated commercial aviation services. Founded in 2002 by Mr. Moabery, GA Telesis has quickly grown to one of the largest firms in its sector, amassing vertically integrated global aviation services businesses including engine, component and aerostructural maintenance and engineering, aircraft replacement parts distribution and supply-chain management, aircraft and engine leasing, and investment management with operating units throughout the Americas, Europe and Asia. The company has also developed several strategic partnerships, including GAIC, a one-of-kind joint-venture, based in Beijing, with Air China. GA Telesis has won numerous awards and accolades, including the 2018 Air Transport Best Integrated Aviation Solutions Provider, 2014 Air Transport World MRO of the Year, The Boeing Gold Services Award and was also named among a select group of companies in the United States classified as a Good-to-Great company. While Mr. Moabery holds a substantial stake in the company, since 2007, the company’s stockholders have grown to include significant stakes by global financial institutions, Bank of America Merrill Lynch (NYSE: BAC) and Tokyo Century Corporation (8439: Tokyo).

A serial entrepreneur, Mr. Moabery is responsible for the start-up, organization and development of GA Telesis. He has 30 years of direct experience in various disciplines in aviation from flight, lease and structured finance to logistics and maintenance. Mr. Moabery previously served as Executive Vice President of Aviation Systems

 

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International, Inc., where his responsibilities included oversight and management of worldwide operations. Prior to joining ASI, he was with C-S Aviation Services, Inc. (a Soros Fund Management company), where he was responsible for the sale and marketing of the company’s aviation portfolio assets.

Mr. Moabery currently serves as the Chairman of the Board of Trustees at Florida Atlantic University and is President-elect of the Wings Club Foundation Board of Governors. He also serves as board member to several national and local charitable organizations. Mr. Moabery received the prestigious Wright Brothers Memorial Award in 2014 and the ISTAT Life Time Achievement Award in 2021 for his accomplishments in aviation.

Advisor

Furthermore, our advisor is:

Alvin Khoo serves as Executive Vice President and Chief Financial Officer for GA Telesis. Mr. Khoo has played an instrumental role in strategic transactions like the acquisition of Finnair Engine Services and the introduction of Tokyo Century and All Nippon Airways as strategic equity investors. Prior to joining GA Telesis, Mr. Khoo was most recently a Managing Director at SkyWorks Capital, where he led corporate finance and restructuring advisory efforts. Prior to SkyWorks Capital, Khoo held various positions at JP Morgan’s Transportation Investment Banking Group. Khoo helmed the origination and execution of transactions in the aviation, aerospace, and aircraft leasing sectors. Khoo has significant transaction experience including initial public offerings, out-of-court restructuring and bankruptcies, secured and unsecured bank and bond financings, all while advising on numerous M&A transactions. Khoo also previously worked for SH&E and NatWest Markets. He received his BA from Trinity College.

Number and Terms of Office of Officers and Directors

Our board of directors consists of six members and is divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Nathaniel Felsher and Abdol Moabery, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Maggie Arvedlund and Joseph DaGrosa, Jr., will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Edward J. Wegel and Marc Cho, will expire at the third annual general meeting.

 

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Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our second amended and restated memorandum and articles of association.

Director Independence

Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Mr. Abdol Moabery, Mr. Nathaniel Felsher, Mr. Joseph DaGrosa, Jr., Ms. Maggie Arvedlund and Mr. Cho are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

Committees of the Board of Directors

Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Each of our audit committee, our compensation committee and our nominating and corporate governance is composed solely of independent directors. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 under the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that has been approved by our board and will have the composition and responsibilities described below. The charter of each committee is available on our website.

Audit Committee

We have established an audit committee of the board of directors. Abdol Moabery, Joseph DaGrosa, Jr. and Nathaniel Felsher serve as members of our audit committee, and Nathaniel Felsher chairs the audit committee. All members of our audit committee are independent of and unaffiliated with our Sponsor.

Our board of directors has determined that each member of the audit committee is financially literate and that Nathaniel Felsher qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

We have adopted an audit committee charter, which details the principal functions of the audit committee, including:

 

  •  

the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;

 

  •  

pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

 

  •  

reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence;

 

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  •  

setting clear hiring policies for employees or former employees of the independent registered public accounting firm;

 

  •  

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

 

  •  

meeting obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

 

  •  

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

 

  •  

reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

We have established a compensation committee of the board of directors. Abdol Moabery and Joseph DaGrosa, Jr. serve as members of our compensation committee, and Abdol Moabery chairs the compensation committee.

We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

 

  •  

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

 

  •  

reviewing and approving on an annual basis the compensation of all of our other officers;

 

  •  

reviewing on an annual basis our executive compensation policies and plans;

 

  •  

implementing and administering our incentive compensation equity-based remuneration plans;

 

  •  

assisting management in complying with our proxy statement and annual report disclosure requirements;

 

  •  

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

 

  •  

if required, producing a report on executive compensation to be included in our annual proxy statement; and

 

  •  

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated above, other than the payment to our Sponsor of $10,000 per month, for up to 15 months (or up to 18 months, as applicable), for office space, utilities, secretarial support and administrative services and to reimburse our Sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

 

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The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Nominating and Corporate Governance Committee

We have established a nominating and corporate governance committee of the board of directors. Joseph DaGrosa, Jr., Nathaniel Felsher and Abdol Moabery serve as members of our nominating and corporate governance committee, and Joseph DaGrosa, Jr. chairs the nominating and corporate governance committee. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent.

We have adopted a nominating and corporate governance committee charter, which details the principal functions of the nominating and corporate governance committee, including:

 

  •  

identifying, screening and reviewing individuals qualified to serve as directors and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of directors;

 

  •  

developing, recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

 

  •  

coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and

 

  •  

reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

Director Nominations

Our nominating and corporate governance committee will recommend to the board of directors candidates for nomination for election at the annual meeting of the stockholders.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.

Advisors to the Board of Directors

We formed an advisory board comprised of two members, which appointments took effect upon the closing of our initial public offering. One of our advisors, Mr. Cho, was elected as a director of the Company on January 16, 2023 and no longer serves as an advisor. Our remaining advisor, Mr. Khoo, assists our management team with sourcing and evaluating business opportunities and devising plans and strategies to optimize any business that we acquire. The advisor is neither paid nor reimbursed for any out-of-pocket expenses in connection with the search of acquisition targets before or after the consummation of our initial business combination. We have not currently entered into any formal arrangements or agreements with the advisor to provide services to us and he has no fiduciary obligations to present business opportunities to us.

 

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Code of Ethics and Committee Charters

We adopted a Code of Ethics, our audit committee charter, our compensation committee charter and nominating and corporate governance committee charter in connection with our initial public offering. A copy of each of these documents will be provided without charge upon request from us and will be posted on our website.

If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Annual Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

Conflicts of Interest

Under Cayman Islands law, directors owe fiduciary duties to the company including the following:

 

  •  

duty to act in good faith in what the director believes to be in the best interests of the company as a whole;

 

  •  

duty to exercise authority for the purpose for which it is conferred;

 

  •  

directors should not improperly fetter the exercise of future discretion;

 

  •  

duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

 

  •  

duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience which that director has.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.

Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present

 

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a business combination opportunity (e.g., Edward J. Wegel serves as our Chief Executive Officer and Executive Chairman of our board of directors and serves as Co-Founder and President of AVi8 (having assumed the role in December 2016), and Ryan Goepel serves as our Chief Financial Officer and is also the Chief Financial Officer of AVi8 (having assumed that role in February 2020) and the Chief Financial Officer of GlobalX (having served in that role since February 2020), and was elected to the board of directors of GlobalX in June 2020). Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor such obligations to present such business combination opportunity to such entity, subject to his or her fiduciary duties. We do not believe, however, that the fiduciary or contractual obligations of our officers or directors will materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination.

Potential investors should also be aware of the following other potential conflicts of interest:

 

  •  

None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.

 

  •  

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

 

  •  

Our initial shareholders have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Additionally, our initial shareholders have agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business combination within the completion window. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. Furthermore, our initial shareholders have agreed not to transfer, assign or sell any founder shares held by them until one year after the date of the consummation of our initial business combination or earlier if, subsequent to our initial business combination, (i) the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (ii) we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. With certain limited exceptions, the private placement warrants and the Class A ordinary shares issuable upon exercise of such warrants will not be transferable, assignable or saleable until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own ordinary shares and warrants following this offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

 

  •  

Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

 

  •  

Our sponsor or any of its affiliates may make additional investments in the company in connection with our initial business combination, although our sponsor and their affiliates have no obligation to do so. If our sponsor or any of its affiliates elect to make additional investments or provide financing, such proposed transactions could influence our sponsor’s motivation to complete our initial business combination.

 

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  •  

Our sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our sponsor or an affiliate of our sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination. Up to $1.5 million of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period.

The conflicts described above may not be resolved in our favor.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with the Sponsor, officers or directors or making the acquisition through a joint venture or other form of shared ownership with the Sponsor, officers or directors. In the event we seek to complete our initial business combination with a business combination target that is affiliated with the Sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or from an independent accounting firm that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

The Sponsor or any of our existing officers or directors, or any entity with which they are affiliated, may serve as a finder or provide other services for which they may be paid underwriting discounts and commissions, placement agent fees, initial purchaser fees or discounts, finder’s fees, arrangement fees, commitment fees and transaction, structuring, consulting, advisory and management fees and similar fees by the company for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). Further, commencing on the date our securities are first listed on Nasdaq, we will pay an amount equal to $10,000 per month, for up to 15 months (or for up to 24 months if we extend the period of time to consummate a business combination), to our sponsor for office space, utilities, secretarial support and administrative services provided to us.

In the event that we submit our initial business combination to our public shareholders for a vote, we will complete our initial business combination only if a majority of the outstanding ordinary shares voted are voted in favor of the initial business combination. Our initial shareholders have agreed to vote any founder shares held by them and any public shares purchased during or after the offering in favor of our initial business combination and our officers and directors have also agreed to vote any public shares purchased during or after this offering in favor of our initial business combination.

Limitation on Liability and Indemnification of Officers and Directors

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.

We will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. We may purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Our officers and directors have agreed, and any persons who may become officers or directors prior to the initial business combination will agree, to waive any right, title, interest or claim of any kind in or to any monies in the

 

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trust account, and to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

Item 11.

Executive Compensation.

Executive Officer and Director Compensation

Other than as described below, none of our executive officers or directors have received any cash compensation for services rendered to us. Commencing on November 3, 2021, we have agreed to pay Mr. Falk a monthly consulting fee of $20,000, for services prior to the completion of our initial business combination (regardless of the amount of services provided), including preparation of our financial statements, SEC filings, financial due diligence of targets for our initial business combination and negotiations of an agreement for our initial business combination. In addition, on January 31, 2022 we paid Mr. Falk $25,000 in respect of services provided in advance of our initial public offering. We expect that Mr. Falk will devote a majority of his monthly business time on average to providing us these services, although Mr. Falk is entitled to receive the full monthly consulting fee irrespective of the amount of services he provides in a given month. In addition, in March 2022, we agreed to pay Mr. Wegel and Mr. Goepel $5,000 and $2,500 per month, respectively, in respect of services to be provided to us in advance of the completion of our initial business combination. We have agreed that commencing on November 3, 2021 through the earlier of consummation of our initial business combination and our liquidation, we will pay our Sponsor $10,000 per month, for up to 15 months (or up to 24 months, as applicable), for office space, utilities, secretarial support and administrative services and to reimburse our Sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. In addition, our Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. In addition, our Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

 

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After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our stockholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 24, 2023 based on information obtained from the persons named below, with respect to the beneficial ownership of ordinary shares, by:

 

  •  

each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;

 

  •  

each of our executive officers and directors that beneficially owns ordinary shares; and

 

  •  

all our executive officers and directors as a group.

In the table below, percentage ownership is based on 9,682,608 Class A ordinary shares (which includes Class A ordinary shares that are underlying the units) and 5,750,000 Class B ordinary shares outstanding as of March 24, 2023. The Class B ordinary shares will be convertible into Class A ordinary shares on a one-for-one basis (subject to adjustment) concurrently with or immediately following the consummation of our initial business combination. The table below does not include the Class A ordinary shares underlying the private placement warrants held by our Sponsor because these securities are not exercisable within 60 days of this Annual Report. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.

 

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     Class A Ordinary Shares     Class B Ordinary Shares  
Name and Address of Beneficial Owner   

Number of

Shares

Beneficially

Owned

      % of Class    

Number of

Shares

Beneficially

Owned(1)

      % of Class  

AVi8 Acquisition LLC (our Sponsor) (2)(3)

      —          —         5,455,000        94.87 % 

Edward J. Wegel (2) (3)

      —          —         5,455,000        94.87 % 

Jeremy Falk (3)

      —          —         75,000        *      

Joseph DaGrosa, Jr. (3)

      —          —         50,000        *  

Nathaniel Felsher (3)

      —          —         50,000        *  

Abdol Moabery (3)

      —          —         50,000        *  

Ryan Goepel (3)

      —          —         50,000        *  

Alvin Khoo (3)

      —          —         10,000        *  

Marc Cho (3)

      —          —         10,000        *  

Maggie Arvedlund (3)

      —          —         —          —    

All officers and directors as a group (9 individuals)

      —          —         5,750,000        —    

Saba Capital Management, L.P. (4)

      2,079,249        21.5 %      —          —    

Millennium Management LLC (5)

      1,736,015        17.9 %      —          —    

Shaolin Capital Management LLC (6)

      672,661        7.0 %      —          —    

Glazer Capital, LLC (7)

      1,039,683        10.7 %      —          —    

 

*

Less than one percent.

(1)

Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment, as described in the registration statement. Excludes Class A ordinary shares issuable pursuant to the forward purchase agreement, as such shares will only be issued, if at all, at the time of our initial business combination.

(2)

AVi8 Acquisition LLC is the record holder of the shares reported herein. Edward J. Wegel is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor. As such, Mr. Wegel may be deemed to share beneficial ownership of the shares of Class B common stock held directly by the Sponsor. Mr. Wegel disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

(3)

Each of such persons holds an indirect interest in founder shares through AVi8 Acquisition LLC. The business address of each individual is 2333 Ponce de Leon Blvd., Suite 630, Coral Gables, FL 33134.

(4)

Based on information provided in a Schedule 13G/A filed with the SEC on February 14, 2023 by Saba Capital Management, L.P., Boaz R. Weinstein and Saba Capital Management GP, LLC. Saba Capital Management, L.P., Boaz R. Weinstein and Saba Capital Management GP, LLC share voting and dispositive power with respect to all of the reported shares. Based on such Schedule 13G/A, the business address for each of Saba Capital Management, L.P., Boaz R. Weinstein and Saba Capital Management GP, LLC is 405 Lexington Avenue, 58th Floor, New York, New York 10174.

 

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(5)

Based on information provided in a Schedule 13G/A filed with the SEC on January 25, 2023 by Integrated Core Strategies (US) LLC, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander. Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander share voting and dispositive power with respect to all of the reported shares and Integrated Core Strategies (US) LLC shares voting and dispositive power with respect to 1,296,015 shares. Based on such Schedule 13G/A, the business address for each of Integrated Core Strategies (US) LLC, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander is 399 Park Avenue, New York, NY 10022.

(6)

Based on information provided in a Schedule 13G filed with the SEC on February 14, 2023 by Shaolin Capital Management LLC. Shaolin Capital Management LLC has sole voting and dispositive power with respect to all of the reported shares. Based on such Schedule 13G, the business address for Shaolin Capital Management LLC is 230 NW 24th Street, Suite 603, Miami, FL 33127.

(7)

Based on information provided in a Schedule 13G/A filed with the SEC on March 10, 2023 by Glazer Capital, LLC and Paul J. Glazer. Glazer Capital, LLC and Paul J. Glazer share voting and dispositive power with respect to all of the reported shares. Based on such Schedule 13G/A, the business address for each of Glazer Capital, LLC and Paul J. Glazer is 250 West 55th Street, Suite 30A, New York, New York 10019.

Securities Authorized for Issuance under Equity Compensation Plans

None.

Changes in Control

None.

 

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Item 13.

Certain Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Transactions

As of December 31, 2022, our initial stockholders own an aggregate of 5,750,000 founder shares. The number of founder shares was determined based on the expectation that the founder shares would represent 20% of the outstanding shares upon completion of our initial public offering. The founder shares (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

Simultaneously with the closing of our initial public offering, our Sponsor purchased an aggregate of 13,250,000 private placement warrants for a purchase price of $1.00 per warrant. As such, our Sponsor’s interest is valued at $13.25. Each private placement warrant entitles the holder to purchase one whole Class A ordinary share at $11.50 per share. The private placement warrants (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of our initial business combination.

We currently utilize office space at 2333 Ponce de Leon Blvd., Suite 630, Coral Gables, FL 33134 from our Sponsor. We pay our Sponsor $10,000 per month, for up to 15 months (or up to 24 months, as applicable), for office space, utilities, secretarial support and administrative services and to reimburse our Sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

No compensation of any kind, including finder’s and consulting fees, will be paid by the company to our Sponsor, executive officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates.

In addition to these monthly fees, underwriting discounts and commissions, placement agent fees, initial purchaser fees or discounts, finder’s fees, arrangement fees, commitment fees and transaction, structuring, consulting, advisory and management fees and similar fees may be paid by the company to our Sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of our initial business combination or following our initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

In addition, in order to finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans would be repaid only out of funds held outside the trust account. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. Except as set forth above, the terms of such loans by our officers and directors, if any, have not been determined and no written

 

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agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials (as applicable) furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

We have entered into a registration rights agreement with respect to the private placement warrants, which are described under the heading “Description of Securities — Registration Rights” in our Registration Statement.

Policy for Approval of Related Party Transactions

We have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy.

 

Item 14.

Principal Accountant Fees and Services.

The following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered.

Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings. The aggregate fees billed by Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our periodic reports for the respective periods and other required filings with the SEC for the period from April 20, 2021 (inception) through December 31, 2021 totaled $145,421 and for the year ended December 31, 2022 totaled $113,985. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Marcum for consultations concerning financial accounting and reporting standards for the period from April 20, 2021 (inception) through December 31, 2021 or for the year ended December 31, 2022.

Tax Fees. We did not pay Marcum for tax planning and tax advice for the period from April 20, 2021 (inception) through December 31, 2021 or for the year ended December 31, 2022.

All Other Fees. We did not pay Marcum for other services for the period from April 20, 2021 (inception) through December 31, 2021 or for the year ended December 31, 2022.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit

 

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committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

 

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PART IV

 

Item 15.

Exhibits, Financial Statement Schedules

The following documents are filed as part of this report:

 

  (1)

Financial Statements

 

     Page  

Report of Independent Registered Public Accounting Firm (PCAOB ID 688)

     F-1  

Balance Sheets

     F-2  

Statements of Operations

     F-3  

Statements of Changes in Stockholders’ Deficit

     F-4  

Statements of Cash Flows

     F-5  

Notes to Financial Statements

     F-6  

 

  (2)

Financial Statement Schedules

All financial statements are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto in this Item 15 of Part IV below.

 

  (3)

Exhibits

We hereby file as part of this report the exhibits listed in the attached Exhibit Index. Copies of such material can be obtained on the SEC website at www.sec.gov.

 

Item 16.

Form 10-K Summary

Not applicable.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholder and Board of Directors of
Talon 1 Acquisition Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Talon 1 Acquisition Corp. (the “Company”) as of December 31, 2022 and 2021, and the related statements of operations, stockholders’ deficit and cash flows for the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph – Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has a significant working capital deficiency and has incurred significant losses. Additionally, if the Company is unable to complete a Business Combination by the close of business on November 8, 2023, the Company will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Marcum LLP
Marcum LLP
We have served as the Company’s auditor since 2021.
Houston, TX
April 17, 2023
 
F-1
TALON 1 ACQUISITION CORP.
BALANCE SHEETS
 
    
As of

December 31, 2022
    
As of

December 31, 2021
  
Assets:
                 
Current assets:
 
        
Cash and cash equivalents
    $ 92,674     $ 1,090,391  
Prepaid expenses and other current assets
      315,459       828,996  
    
 
 
    
 
 
  
Total current assets
      408,133       1,919,387  
Cash and investments held in trust account
      239,110,999       235,757,582  
Other
non-current
assets
      —         274,845  
    
 
 
    
 
 
  
Total Assets
    $ 239,519,132     $ 237,951,814  
    
 
 
    
 
 
  
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Stockholders’ Deficit:
                 
Current liabilities:
                 
Accounts payable and accrued expenses
    $ 741,584     $ 148,907  
Due to related parties
      2,388       —    
Promissory note – related party
      —         90,043  
    
 
 
    
 
 
  
Total current liabilities
      743,972       238,950  
Deferred underwriting compensation
      8,050,000       8,050,000  
Derivative warrant liabilities
      495,000       12,392,500  
    
 
 
    
 
 
  
Total Liabilities
      9,288,972       20,681,450  
    
 
 
    
 
 
  
Commitments and Contingencies (Note 5)
               
Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $10.40 per
share
as of
December 31, 2022 and $10.25 per share at December 31, 2021
      239,110,999       235,750,000  
Stockholders’ Deficit:
                 
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
      —         —    
Class A ordinary shares, $0.0001 par value; 800,000,000 shares authorized; none issued and outstanding
      —         —    
Class B ordinary shares, $0.0001 par value; 199,000,000 shares authorized; 5,750,000 shares issued and outstanding
      575       575  
Additional
paid-in
capital
      —         —    
Accumulated deficit
      (8,881,414 )      (18,480,211 ) 
    
 
 
    
 
 
  
Total stockholders’ deficit
      (8,880,839 )      (18,479,636 ) 
    
 
 
    
 
 
  
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Stockholders’ Deficit
    $ 239,519,132     $ 237,951,814  
    
 
 
    
 
 
  
The accompanying notes are an integral part of these financial statements.
 
F-2
TALON 1 ACQUISITION CORP.
STATEMENTS OF OPERATIONS
 
 
  
Year Ended

December 31, 2022
 
 
For the Period from

April 20, 2021

(inception) through

December 31, 2021
 
General and administrative expenses
    $ 3,826,521     $ 675,422  
    
 
 
    
 
 
  
Loss from operations
      (3,826,521 )      (675,422 ) 
Other income (expense):
                 
Offering costs allocated to warrant liabilities
      —         (359,830 ) 
Change in fair value of derivative warrant liabilities
      11,897,500       555,100  
Income earned in marketable securities held in Trust Account
      3,378,417       11,749  
    
 
 
    
 
 
  
Total other income, net
      15,275,917       207,019  
    
 
 
    
 
 
  
Net income (loss)
    $ 11,449,396     $ (468,403 ) 
    
 
 
    
 
 
  
Basic and diluted weighted average shares outstanding, Class A
      23,000,000       23,000,000  
    
 
 
    
 
 
  
Basic and diluted net income (loss) per share, Class A
    $ 0.40     $ (0.02 ) 
    
 
 
    
 
 
  
Basic and diluted weighted average shares outstanding, Class B
      5,750,000       5,750,000  
    
 
 
    
 
 
  
Basic and diluted net income (loss) per share, Class B
    $ 0.40     $ (0.02 ) 
    
 
 
    
 
 
  
The accompanying notes are an integral part of these financial statements.
 
F-3
TALON 1 ACQUISITION CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
 
    
Ordinary Shares
     
Additional Paid-

In Capital
    
Accumulated
Deficit
    
Total

S
tock
holders’

Deficit
  
    
Shares
     
Amount
  
Balance as of April 20, 2021 (inception)
      —        $ —        $ —       $ —       $ —    
Issuance of Class B ordinary shares to Sponsor
      5,750,000        575        24,425       —         25,000  
Stock-based compensation
      —          —          251,733       —         251,733  
Proceeds from Private Placement Warrants in excess of fair value
      —          —          6,312,300       —         6,312,300  
Remeasurement of Class A ordinary shares subject to possible redemption value
      —          —          (6,588,458 )      (18,011,808 )      (24,600,266 ) 
Net loss
      —          —          —         (468,403 )      (468,403 ) 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Balance as of December 31, 2021
      5,750,000     
575     
—      
(18,480,211 )   
(18,479,636 ) 
Stock-based compensation
      —          —          1,510,400       —         1,510,400  
Remeasurement of Class A ordinary shares subject to possible redemption value
      —          —          (1,510,400 )      (1,850,599 )      (3,360,999 ) 
Net income
      —          —          —         11,449,396       11,449,396  
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Balance as of December 31, 2022
      5,750,000      $ 575      $ —       $ (8,881,414 )    $ (8,880,839 ) 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
The accompanying notes are an integral part of these financial statements.
 
F-4
TALON 1 ACQUISITION CORP.
STATEMENTS OF CASH FLOWS
 
 
  
For the Year Ended
December 31, 2022
 
 
For the Period from April 20,
2021 (inception) through
December 31, 2021
 
Cash Flows Used in Operating Activities:
  
 
Net income (loss)
    $ 11,449,396     $ (468,403 ) 
Adjustments to reconcile net income (loss) to net cash used in operating activities:
                 
Offering costs allocated to warrant liabilities
      —         359,830  
Stock-based compensation
      1,510,400       251,733  
Unrealized change in fair value of derivative warrant liabilities
      (11,897,500 )      (555,100 ) 
Income earned in marketable securities held in Trust Account
      (3,353,417 )      (11,749 )
Other changes
      —         4,167  
Changes in operating assets and liabilities:
                 
Other current assets
      513,537       (828,996 ) 
Accounts payable and accrued expenses
      592,677       148,907  
Non-current
assets
      274,845       (274,845 ) 
Due to related party
      2,388       —    
    
 
 
    
 
 
  
Net cash used in operating activities
   
 
(907,674
) 
  
 
(1,374,456
) 
    
 
 
    
 
 
  
Cash flows from investing activities:
                 
Proceeds deposited in Trust Account
      —         (235,750,000 ) 
    
 
 
    
 
 
  
Net cash used in investing activities
   
 
—  
 
  
 
(235,750,000
) 
    
 
 
    
 
 
  
Cash flows from financing activities:
                 
Proceeds from initial public offering, net of costs
      —         225,400,000  
Proceeds from private placement
      —         13,250,000  
Proceeds from sale of common stock to initial shareholders
      —         25,000  
Payment of deferred offering costs
      —         (550,196 ) 
Proceeds from loans from related parties
      —         104,893  
Repayments of loans from related parties
      (90,043 )      (14,850 ) 
    
 
 
    
 
 
  
Net cash (used in) provided by financing activities
   
 
(90,043
) 
  
 
238,214,847
 
    
 
 
    
 
 
  
Net (decrease) increase in cash
   
 
(997,717
) 
  
 
1,090,391
 
Cash, beginning of period
      1,090,391       —    
    
 
 
    
 
 
  
Cash, end of period
   
$
92,674
 
  
$
1,090,391
 
    
 
 
    
 
 
  
Supplemental disclosure with respect to cash flows
                 
Initial value of common stock subject to possible redemption
    $ —       $ 225,400,000  
    
 
 
    
 
 
  
Deferred underwriter commissions payable
    $ —       $ 8,050,000  
    
 
 
    
 
 
  
Initial classification of derivative warrant liabilities
    $ —       $ 12,947,600  
    
 
 
    
 
 
  
Change in value of Class A ordinary shares subject to possible redemption
    $ 3,360,999     $ —    
    
 
 
    
 
 
  
The accompanying notes are an integral part of these financial statements.
 
F-5
TALON 1 ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2022 and 2021
Note 1 — Organization, Business Operations and Going Concern
Talon 1 Acquisition Corp. (the “Company”) is a blank check company incorporated in Cayman Islands on April 20, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.
The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate
non-operating
income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering held in trust.
The Company’s sponsor is AVi8 Acquisition LLC, a Delaware limited liability company (the “Sponsor”). The Company commenced operations upon obtaining adequate financial resources through its initial public offering (the “Initial Public Offering”) of 23,000,000 units of the Company, each unit consisting of one Class A ordinary share and
one-half
of one warrant (each, a “Unit” and collectively, the “Units”), at $10.00 per Unit, which is discussed in Note 5, and the sale of 13,250,000 warrants of the Company (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor that closed simultaneously with the Initial Public Offering. In total, the Company received $238,650,000 from the sale of Class A ordinary shares and Private Placement Warrants, as described above. $235,750,000 was deposited into trust. The Company has incurred $3,826,521 in costs as of December 31, 2022 and has a deficit of $335,839 in working capital.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and 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 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.25 per Unit sold in the Initial Public Offering, including the proceeds from the sale of the Private Placement Warrants and the sale of forward purchase units, will be held in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule
2a-7
promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.
The Company will provide the holders (the “Public Shareholders”) of the Company’s issued and outstanding Class A ordinary shares, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholders meeting called to approve the Business Combination or
 
F-6
(ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.25 per Public Share). The
per-share
amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.
The Certificate of Incorporation provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial shareholders”) have agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to shareholder’s rights or
pre-initial
Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
The Company has until 15 months from the closing of the Initial Public Offering to consummate a Business Combination. Following the approval of the Extension Amendment Proposal and Trust Amendment Proposal at the 2022 Special Meeting of Stockholders, the Company now has the right to extend the Combination Period for an additional nine (9) months, or such earlier date as determined by the Board, from February 8, 2023 to November 8, 2023 (“Extended Combination Period”). Pursuant to the terms of the Company’s second amended and restated memorandum and articles of association and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company on November 3, 2021, in order to extend the time available for the Company to consummate its initial Business Combination by an additional nine months, the Company’s Sponsor or its affiliates or designees must provide advance notice at least five days prior to the date which is 15 months from the closing of our Initial Public Offering and must deposit into the Trust Account $330,000 ($0.06 per share), on or prior to the date which is 15 months from the closing of our Initial Public Offering. In the event that the Company receives notice from its Sponsor at least five days prior to the deadline to effect the extension, the Company intends to issue a press release announcing such intention at least three days prior to the deadline. In addition, the Company intends to issue a press release the day after the deadline announcing whether or not the funds had been timely deposited. However, the Company’s initial shareholders and its affiliates or designees are not obligated to fund the Trust Account to extend the time to consummate a Business Combination.
 
F-7
If the Company is unable to complete a Business Combination within 15 months from the closing of the Initial Public Offering (the “Combination Period”) (or 24 months from the closing of the Initial Public Offering if the Company extends the period of time to consummate a Business Combination) the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, 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 and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Shareholder’s 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 remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
The initial shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.25. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.25 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account 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”). In the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Liquidity and Capital Resources
As of December 31, 2022, the Company had $92,674 in cash and a working capital deficit of $335,839. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. As of December 31, 2022, the Company had $239,110,999 of cash and investments held in its Trust Account for use in a potential Business Combination. The Company had until February 8, 2023 to complete a business combination, however, the Company has since extended this date until November 8, 2023. If a Business Combination is not consummated by this date, there will be a mandatory liquidation, should a business combination not occur, and potential subsequent dissolution. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 8, 2023.
 
F-8
Risks and Uncertainties
On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the
“COVID-19
outbreak”). In March 2020, the WHO classified the
COVID-19
outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the
COVID-19
outbreak continues to evolve. Management continues to evaluate the impact of the
COVID-19
outbreak on the industry and has concluded that while it is reasonably possible that the virus 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 financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these audited financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of the financial statements.
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA includes provisions imposing a 1% excise tax on share repurchases by publicly traded domestic corporations and certain domestic subsidiaries of publicly traded foreign corporations that occur after December 31, 2022. The excise tax is imposed on the fair market value of the repurchased stock, with certain exceptions. Although the Company was incorporated in the Cayman Islands, there is a possibility that it may acquire a U.S. domestic corporation or engage in a transaction in which a domestic corporation becomes its parent or affiliate. While not free from doubt, absent any further guidance, it is possible that the excise tax will apply to any redemptions of the Company’s shares after December 31, 2022, including redemptions
made
in connection with an initial Business Combination or redemptions made if the Company is unable to consummate a Business Combination within the requisite time period. The application of the excise tax to any redemptions the Company makes after December 31, 2022 could potentially reduce the
per-share
amount that the public stockholders would otherwise be entitled to received.
Note 2 — Significant Accounting Policies
Basis of Presentation
The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company
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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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.
 
F-9
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 an emerging growth 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 an 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 financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition p
eriod
difficult or impossible because of the potential differences in accounting standards used.
 
F-10
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. The Company did not have any cash equivalents as of December 31, 2022 and 2021.
Cash and Investments held in Trust Account
As of December 31, 2022 and 2021, all of the assets held in the Trust Account were invested in a money market fund that only invests in U.S. Treasury securities or U.S. Treasury Bills. 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. The change in fair value is recorded as income earned on cash and investments held in Trust Account in the accompanying statements of operations.
Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet.
Offering Costs Associated with Initial Public Offering
The Company complies with the requirements of ASC
340-10-S99-1
and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are related to the Public Offering. Offering costs amounted to $13,200,196 and were allocated among Class A ordinary shares subject to possible redemption, the Public Warrants and Private Warrants, and stockholders’ deficit. The Company will keep deferred underwriting commissions classified as a long-term liability due to the uncertain nature of the closing of the Business Combination and its encumbrance to the Trust Account.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from those estimates.
Class A 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 FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A 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, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 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 sheet. The redemption value of the Class A ordinary shares is remeasured each accounting period to reflect the redemption value as of the balance sheet date with an off set to additional
paid-in
capital or retained earnings if the additional
paid-in
capital account is depleted.
 
F-11
The following reflects Class A ordinary shares subject to poss
ibl
e redemption at December 31, 2022:
 
Gross proceeds
    $ 230,000,000  
Less:
         
Offering costs allocated to Class A ordinary shares subject to possible redemption
      (12,840,366 ) 
Proceeds allocated to public warrants
      (6,009,900 ) 
Plus:
         
Remeasurement of Class A ordinary shares subject to possible redemption to redemption value
      24,600,266  
    
 
 
  
Class A ordinary shares subject to possible redemption as of December 31, 2021
      235,750,000  
Remeasurement of Class A ordinary shares subject to possible redemption to redemption value
      3,360,999  
    
 
 
  
Class A ordinary shares subject to possible redemption as of December 31, 2022
    $ 239,110,999  
    
 
 
  
 
F-12
Net Income (Loss) Per Ordinary Share
The Company applies the
two-class
method in calculating earnings per share. Earnings and losses are shared pro rata between the two classes of shares. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. At December 31, 2022 and 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary share and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the periods presented.
 
    
For the Year ended
December 31, 2022
     
For the period from 
April 20, 2021
(inception) through
 September 30, 2021
  
Class A ordinary shares
                  
Numerator:
                  
Allocation of net
income (loss)
    $ 9,159,517      $ (374,722 ) 
Denominator:
                  
Basic and diluted weighted average shares outstanding
      23,000,000        23,000,000  
    
 
 
     
 
 
  
Basic and diluted earnings per share
   
$
0.40
 
   
$
(0.02
) 
    
 
 
     
 
 
  
Class B ordinary shares
                  
Numerator:
                  
Allocation of net income (loss)
    $ 2,289,879      $ (93,681 ) 
Denominator:
                  
Basic and diluted Weighted Average shares outstanding
      5,750,000        5,750,000  
    
 
 
     
 
 
  
Basic and diluted earnings per share
   
$
0.40
 
   
$
(0.02
) 
    
 
 
     
 
 
  
 
F-13
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company had no deferred tax assets as of December 31, 2022 and 2021.
FASB 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. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021. 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 is considered an exempted Cayman Islands company 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.
Derivative Warrant Liabilities
The Company does not use derivative instruments to hedge its exposures to cash flow, mar
ket, or foreig
n currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). 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 with the change in fair value recognized in the Company’s statements of operations. The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. At December 31, 2022 and 2021, the fair value of derivative warrant liabilities was $495,000 and 12,392,500, respectively. For the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021, the Company recognized unrealized gains of $11,897,500 and $555,100, respectively, in change of fair value of derivative warrant liabilities in the statements of operations.
 
F-14
Value of Financial Instruments
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, an exit price, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value, includes:
 
  •  
Level 1 – Observable inputs for identical assets or liabilities such as quoted prices in active markets;
 
  •  
Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable; and
 
  •  
Level 3 – Unobservable inputs in which little or no market data exists, which are therefore developed by the Company using estimates and assumptions that reflect those that a market participant would use.
Concentration of Credit Risk
The Company’s cash is held on deposit in accounts at a large financial institution in amounts in excess of the Federal Deposit Insurance Corporation, or FDIC, insurance coverage limit of $250,000. At December 31, 2022 and 2021, the Company held $92,674 and $1,090,391 at the bank. The Company has not experienced losses on this account as of December 31, 2022.
Stock-Based Compensation
Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation–Stock Compensation”, which requires recognition in the financial statements of the cost of employee,
non-employee
and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. For the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021, the Company recognized $1,510,400 and $251,733, respectively, of stock-based compensation related to founder shares in the general and administrative expenses in the accompanying statements of operations.
Recent Accounting Pronouncements
In August 2020, the 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)
(“ASU
2020-06”)
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. As a smaller reporting company, ASU
2020-06
is effective January 1, 2024, for fiscal years beginning after December 15, 2023, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU
2020-06
on January 1, 2022. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.
The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s audited financial statements.
 
F-15
Note 3 — Initial Public Offering
On November 8, 2021, the Company consummated its Initial Public Offering of 23,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A ordinary shares, and
one-half
of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A ordinary shares at a price of $11.50 per share, subject to adjustment (see Note 6).
Note 4 — Related Party Transactions
Founder Shares
In April 2021, the Sponsor acquired 5,750,000 founder shares (the “Founder Shares”) for an aggregate purchase price of $25,000, consisting of 5,750,000 Class B founder shares. Prior to the initial investment in the Company of $25,000 by our Sponsor, we had no assets, tangible or intangible. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued. On July 23, 2021, our sponsor transferred, for no consideration, 50,000 founder shares to each of our three independent directors, 10,000 founder shares to each of the two members of the Company’s board of advisors, 50,000 founder shares to Ryan Goepel, our Chief Financial Officer, and 75,000
 founder shares to Jeremy Falk, our Chief Operating Officer. The fair value of the founder shares as of the date granted was $
1,888,000. The founder shares are accounted for as stock-based compensation, amortized on a straight-line basis over the life of the Company, or 15 months.
The Class B founder shares will automatically convert into Class A ordinary shares on the first business day following the completion of our initial Business Combination, at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class B founder shares will equal, in the aggregate on an
as-converted
basis, 15% of the sum of (i) the total number of all Class A ordinary shares issued and outstanding upon completion of our Initial Public Offering (including any over-allotment shares if the underwriters exercise their overallotment option), plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion of the Class B founder shares plus (iii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding (x) any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination, and (y) any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of working capital loans. Prior to our initial Business Combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors.
 
F-16
Administrative Services Agreement
The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay to the Company’s sponsor a total of $10,000 per month, for up to 15 months for office space, utilities, secretarial support and administrative services. Upon completion of the Company’s initial business combination, the Company will cease paying these monthly fees. Effective March 31, 2022, the Company and Sponsor terminated the agreement and agreed to waive any accrued fees from inceptions. As of December 31, 2022 and 2021, no fees were due to the Sponsor.
Employee Compensation
The Company has an agreement with three key employees to pay Mr. Falk, Mr. Wegel, and Mr. Goepel $20,000, $5,000, and $2,500 per month, respectively, in respect of services to be provided to us in advance of the completion of our initial Business Combination. The Company prepaid Mr. Goepel and Mr. Wegel their January 2023 compensation in December 2022 resulting in $7,500 being included in prepaid expenses and other current assets as of December 31, 2022 in the accompanying balance sheets. There
were
no related party transactions included in prepaid expenses as of December 31, 2021.
Related Party Extension Loans
As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination by an additional nine months (for a total of 24 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Company’s sponsor and its affiliates or designees must deposit into the Trust Account $0.10 per unit for an aggregate of $2,300,000
. Any such payments would be made in the form of a loan. The terms of the loan have not yet been negotiated. If the Company completes a Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. If the Company does not complete a Business Combination, the Company will not repay such loan.
Promissory Note – Related Party
On April 30, 2021, the Company entered into a promissory note with the Sponsor, pursuant to which the Company could borrow up to $300,000. Entire principal balance of the note was payable on the earlier of (i) the date on which the Company consummates an initial public offering of its securities or (ii) December 31, 2021. The promissory note does not bear interest and did not require collateral. The Company borrowed a total of $104,893 from inception through December 31, 2021 and repaid $14,850 during the same period. The outstanding balance of the promissory note was $90,043 as of December 31, 2021, which was fully repaid during the twelve months ended December 31, 2022.
Due to Related Party
As of December 31, 2022 and 2021, the balance was $2,388 and $0, respectively. The entire balance represented expenses paid by the Sponsor and Officers on behalf of the Company.
Private Placement Warrants
The Sponsor has purchased an aggregate of 13,250,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or approximately $13.25 million in the aggregate in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per ordinary share. A portion of the proceeds from the sale of the private placement warrants to the Sponsor was added to the proceeds from the
 
F-17
Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be
non-redeemable
(except as described below in Note 6 under “Warrants — Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00”) so long as they are held by the initial purchasers or their permitted transferees.
The purchasers of the Private Placement Warrants will agree, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination.
Working Capital Loans
In addition, in order to finance transaction costs in connection with a 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 (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2022 and 2021, the Company had $0 in borrowings under the Working Capital Loans.
Note 5 — Commitments & Contingencies
Registration Rights
The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), are entitled to registration rights pursuant to a registration rights agreement. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable
lock-up
period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate, payable upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or $8,050,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Investment Advisory Agreement
On January 20, 2023, the Company entered into an investment advisory agreement with Genaesis, LLC (“Genaesis”) pursuant to which Genaesis will serve as the
non-exclusive
transaction advisor in connection with the potential identification and introduction of candidates to the Company for a business acquisition, or financing or equity investment in the Company. If the Company enters into a letter of intent with a potential target introduced by Genaesis within 24 months of this agreement, it shall pay Genaesis a 1% “Success fee” of the capital committed by the Company for the business acquisition.
 
F-18
In the event that the Company consummates a transaction facilitated by Genaesis, Genaesis is entitled to charge appropriate expenses for its services to the Company for placing an announcement and/or press release on their behalf.
Note 6 — Warrant Liabilities
Public Warrants may only be exercised for a whole number of shares. No fractiona
l Pub
lic Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under certain circumstances as a result of (i) the Company’s failure to have an effective registration statement by the 60th business day after the closing of the initial Business Combination or (ii) a notice of redemption described under “Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00”). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. 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 elects, it will not be required to file or maintain in effect a 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.
The Private Placement Warrants are identical to the Public Warrants, except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) are subject to registration rights.
Redemption of warrants when the price per share of Class
 A ordinary shares 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;
 
F-19
  •  
upon a minimum of 30 days’ prior written notice of redemption; and
 
  •  
if, and only if the last reported sale price of Class A ordinary shares for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted).
The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the
30-day
redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised.
Redemption of warrants when the price per share of Class
 A ordinary shares equals or exceeds $10.00
: Once the warrants become exercisable, the Company may redeem the outstanding warrants:
 
  •  
in whole and not in part;
 
  •  
at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis after receiving notice of redemption but prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares;
 
  •  
if, and only if the Reference Value equals or exceeds $10.00 per share (as adjusted); and
 
  •  
if, and only if the Reference Value is less than $18.00 per share (as adjusted), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants. The “fair market value” of Class A ordinary shares shall mean the volume-weighted average price of Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).
In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
As of December 31, 2022 and 2021, the Company recognized a $495,000 and $12,392,500, respectively, of derivative warrant liability on its balance sheet. This is a reduction in the derivative warrant liability of $11,897,500
, with the change in fair value reported on the Company’s statements of operations as an unrealized gain for the year ended December 31, 2022. The Company reported a unrealized gain of $
555,100 for the period from April 20, 2021 (inception) through December 31, 2021.
Note 7 — Stockholders’ Deficit
Class
 A Ordinary Shares
— The Company is authorized to issue 800,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of December 31, 2022, there were no Class A ordinary shares issued and outstanding, excluding 23,000,000 shares subject to possible redemption.
Class
 B Ordinary Shares
— The Company is authorized to issue 199,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of December 31, 2022, 5,750,000 Class B ordinary shares were issued and outstanding. Each Class B ordinary share has 10 votes.
 
F-20
Holders of the Class A ordinary shares and holders of the 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 or stock exchange rule; provided that only holders of the Class B ordinary shares shall have the right to vote on the election of the Company’s directors prior to the initial Business Combination.
Preferred Shares
— The Company is authorized to issue 1,000,000 preferred shares, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2022, there were no preferred shares issued or outstanding.
Note 8 — Fair Value Measurements
The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are
re-measured
and reported at fair value at each reporting period, and
non-financial
assets and liabilities that are
re-measured
and reported at fair value at least annually.
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
 
Level 1:    Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
   
Level 2:    Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
   
Level 3:    Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
 
F-21
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair
value
:
 
Description
   
Level
     
December 31,
2022
     
December 31,
2021
  
Assets:
                           
Cash and investments held in Trust Account
      1      $ 239,110,999      $ 235,757,582  
Liabilities:
                           
Warrant Liability – Public Warrants
      1      $ 230,000      $ 5,635,000  
Warrant Liability – Private Placement Warrants
      3      $ 265,000      $ 6,757,500  
 
F-22
The warrants are accounted for as liabilities in accordance with ASC
815-40
and are presented within derivative warrant liabilities on the accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the change in fair value of derivative warrant liabilities in the statements of operations.
The Private Placement Warrants were valued as of December 31, 2022 and December 31, 2021 using a Monte Carlo simulation, which is considered to be a Level 3 fair value measurement. The Monte Carlo simulation’s primary unobservable input utilized in determining the fair value of the Warrants is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination was
2
%, which was estimated based on the observed success rates of business combinations for special purpose acquisition companies. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. As of December 31, 2022 and 2021, the Public Warrants were valued using the level 1 quoted prices in an active market.
The public warrants began separately trading on December 30, 2021, and therefore were transferred out of a Level 3 investment into a Level 1 investment.
The following table presents the inputs used regarding Level 3 fair value measurements:
 
Input
   
December 31, 2022
    
December 31, 2021
  
Risk-free interest rate
      3.99 %      1.26 % 
Expected term (years)
      5.24       5.50  
Expected volatility
      2.00 %      10.00 % 
Exercise price
    $ 11.50     $ 11.50  
Unit Price (public)
    $ 10.37     $ 10.09  
Unit Price (private)
    $ 11.50     $ 9.87  
The following table presents the quantitative information regarding Level 3 fair value measurements:
 
 
  
Private
Placement
 
  
Public
 
  
Warrant
Liabilities
 
Fair value as of April 20, 2021 (inception)
    $ —        $ —        $ —    
Initial measurement on September 30, 2021
      6,937,700        6,009,900        12,947,600  
Change in valuation inputs and other assumptions
      (180,200 )       (374,900 )       (555,100 ) 
Public warrants transfer to level 1
      —          (5,635,000 )       (5,635,000 ) 
    
 
 
     
 
 
     
 
 
  
Fair value as of December 31, 2021
      6,757,500        —          6,757,500  
Change in valuation inputs and other assumptions
      (6,492,500 )       —        (6,492,500 ) 
    
 
 
     
 
 
     
 
 
  
Fair value as of December 31, 2022
    $ 265,000      $ —        $ 265,000  
    
 
 
     
 
 
     
 
 
  
 
F-23
Note 9 — Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued and determined that there have been no events that have occurred that would require adjustments to the disclosures in the financial statements, other than as described below.
On January 20, 2023, the Company entered into an investment advisory agreement with Genaesis, LLC (“Genaesis”) pursuant to which Genaesis will serve as the
non-exclusive
transaction advisor in connection with the potential identification and introduction of candidates to the Company for a business acquisition, or financing or equity investment in the Company. If the Company consummates a business acquisition with a potential target introduced by Genaesis within 24 months of this agreement, it will pay Genaesis a
 
1
%
“Success fee” of the capital committed by the Company to the business acquisition.
In the event that the Company consummates a transaction facilitated by Genaesis, Genaesis is entitled to charge appropriate expenses for its services to the Company for placing an announcement and/or press release on their behalf.
On January 27, 2023, at an extraordinary general meeting (“Extraordinary General Meeting”) of the Company’s stockholders, the Company’s stockholders approved the amendment to the Company’s investment management trust agreement, dated as of November 3, 2021, by and between the Company and Continental Stock Transfer & Trust Company, LLC (the “Trust Agreement Amendment”). Pursuant to the Trust Agreement Amendment, the Company will deposit $330,000 into the Company’s trust account (the “Trust Account”), for each
one-month
extension.
In connection with the Trust Agreement Amendment, AVi8 Acquisition LLC (the “Sponsor”) has agreed to make available to the Company an aggregate amount of up to $4,000,000 pursuant to a promissory note in favor of the Sponsor (the “Note”).
The Sponsor may elect to convert up to $1,500,000 of the outstanding principal balance of the Note into warrants to purchase shares of Class A ordinary shares of the Company at a conversion price equal to $1.00 per warrant. The terms of such warrants issued in connection with such conversion shall be identical to the warrants issued to the Sponsor in connection with the Company’s initial public offering that closed on November 8, 2021. The Note does not bear interest. In the event that the Company does not consummate a business combination, the Note will be repaid only from amounts remaining outside of the Company’s trust account, if any.
The proceeds of the Note will be used by the Company to deposit additional funds to the trust account in connection with the extension of the amount of time the Company has available to complete a business combination and to fund the Company’s operations.
At the Extraordinary General Meeting, the shareholders of the Company approved an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial business combination up to nine (9) times for an additional one (1) month each time from February 8, 2023 to November 8, 2023 (which is 24 months from the closing of the Company’s initial public offering). Under Cayman Islands law, the Charter Amendment took effect upon approval by the shareholders.
At the Extraordinary General Meeting, holders of 24,144,029 ordinary shares, comprised of 18,394,029 Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), and 5,750,000 Class B ordinary shares, par value $0.0001 per share (together with Class A Ordinary Shares, the “Ordinary Shares”), were present in person or by proxy, representing approximately 83.98% of the voting power of the 28,750,000 issued and outstanding ordinary shares of Talon (“Outstanding Shares”) entitled to vote at the Extraordinary General Meeting as of the close of business on January 9, 2023, which was the record date for the Extraordinary General Meeting.
 
F-24
In connection with the Extraordinary General Meeting, shareholders elected to redeem an aggregate of 13,317,392 Class A Ordinary Shares at a redemption price of approximately $10.41 per share (the “Redemption”), for an aggregate redemption amount of approximately $138,639,176. Following such redemptions, approximately $100,799,675
remained in the Talon trust account (the “Trust Account”), not including the extension payment of
$330,000.
At the Extraordinary General Meeting, the Company’s shareholders approved the proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Extension Amendment”) to give the Company the right to extend the date by which it has to consummate a business combination from February 8, 2023 up to 9 times for an additional one (1) month each time up to November 8, 2023 (i.e., for a period of time ending up to 24 months after the consummation of its initial public offering).
 
F-25

Table of Contents

EXHIBIT INDEX

 

  No.  

   

Description of Exhibit

    3.1    Second Amended and Restated Memorandum and Articles of Association (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41001) filed with the SEC on November 9, 2021).
    4.1    Warrant Agreement, dated November 3, 2021, by and between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41001) filed with the SEC on November 9, 2021).
    4.2*    Description of Securities.
  10.1    Letter Agreement, dated November 3, 2021, among Registrant, AVi8 Acquisition LLC and each of the executive officers and directors of the Registrant (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41001) filed with the SEC on November 9, 2021).
  10.2    Investment Management Trust Agreement, dated November 3, 2021, between Continental Stock Transfer & Trust Company and the Registrant (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-41001) filed with the SEC on November 9, 2021).
  10.3    Registration Rights Agreement, dated November 3, 2021, among the Registrant, AVi8 Acquisition LLC and the Holders signatory thereto. (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-41001) filed with the SEC on November 9, 2021).
  10.4    Private Placement Warrants Purchase Agreement, dated November 3, 2021, between the Registrant and AVi8 Acquisition LLC. (Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 001-41001) filed with the SEC on November 9, 2021).
  10.5    Administrative Services Agreement, dated November 3, 2021, by and between the Registrant and AVi8 Acquisition LLC. (Incorporated by reference to Exhibit 10.12 to the Registrant’s Current Report on Form 8-K (File No. 001-41001) filed with the SEC on November 9, 2021).
  10.6    Indemnification Agreement, dated November 3, 2021, between the Registrant and Edward J. Wegel (Incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (File No. 001-41001) filed with the SEC on November 9, 2021).
  10.7    Indemnification Agreement, dated November 3, 2021, between the Registrant and Joseph DaGrosa, Jr. (Incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K (File No. 001-41001) filed with the SEC on November 9, 2021).
  10.8    Indemnification Agreement, dated November 3, 2021, between the Registrant and Abdol Moabery (Incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K (File No. 001-41001) filed with the SEC on November 9, 2021).
  10.9    Indemnification Agreement, dated November 3, 2021, between the Registrant and Ryan Goepel (Incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K (File No. 001-41001) filed with the SEC on November 9, 2021).
  10.10    Indemnification Agreement, dated November 3, 2021, between the Registrant and Nathaniel Felsher (Incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K (File No. 001-41001) filed with the SEC on November 9, 2021).

Table of Contents
  10.11    Indemnification Agreement, dated November 3, 2021, between the Registrant and Jeremy Falk (Incorporated by reference to Exhibit 10.10 to the Registrant’s Current Report on Form 8-K (File No. 001-41001) filed with the SEC on November 9, 2021).
  10.12    Indemnification Agreement, dated November 3, 2021, between the Registrant and Maggie Arvedlund (Incorporated by reference to Exhibit 10.11 to the Registrant’s Current Report on Form 8-K (File No. 001-41001) filed with the SEC on November 9, 2021).
  14.1    Code of Ethics (Incorporated by reference to Exhibit 14.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on April 4, 2022).
  24.1*    Power of Attorney (included on signature page hereto).
  31.1*    Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.
  31.2*    Certification of Principal Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.
  32.1**    Certification of 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 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    Inline XBRL Instance Document
101.SCH    Inline XBRL Taxonomy Extension Schema Document
101.CAL    Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF    Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB    Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE    Inline XBRL Taxonomy Extension Presentation Linkbase Document
104    Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

*

Filed herewith

Table of Contents

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, thereunto duly authorized.

 

    TALON 1 ACQUISITION CORP.
Date: April 17, 2023     By:  

/s/ Edward J. Wegel

    Name:   Edward J. Wegel
    Title:   Chief Executive Officer

POWER OF ATTORNEY

KNOWN BY ALL PERSONS BY THESE PRESENTS, that the individuals whose signatures appear below hereby constitute and appoint Edward J. Wegel and Ryan Goepel, and each of them severally, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place and stead in any and all capacities to sign any and all amendments to this Annual Report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do or perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or of his substitute or substitutes, may lawfully do to cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the dates indicated below.

 

SIGNATURE       TITLE   DATE

/s/ Edward J. Wegel

     Chief Executive Officer, Director   April 17, 2023
Edward J. Wegel     (principal executive officer)  

/s/ Ryan Goepel

     Chief Financial Officer   April 17, 2023
Ryan Goepel     (principal financial and accounting officer)  

/s/ Maggie Arvedlund

     Director   April 17, 2023
Maggie Arvedlund      

/s/ Marc Cho

     Director   April 17, 2023
Marc Cho      

/s/ Joseph DaGrosa, Jr.

     Director   April 17, 2023
Joseph DaGrosa, Jr.      

/s/ Nathaniel Felsher

     Director   April 17, 2023
Nathaniel Felsher      

/s/ Abdol Moabery

     Director   April 17, 2023
Abdol Moabery      
EX-4.2 2 d451476dex42.htm EX-4.2 EX-4.2

Exhibit 4.2

DESCRIPTION OF SECURITIES

As of December 31, 2022 Talon 1 Acquisition Corp. (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, each consisting of one Class A ordinary share and one-half of one redeemable warrant, (ii) Class A ordinary shares, par value $0.0001 per share, and (iii) redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50. In addition, this Description of Securities also references the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares” or “founder shares”), which are not registered pursuant to Section 12 of the Exchange Act but are convertible into Class A ordinary shares. The description of the Class B ordinary shares is included to assist in the description of the Class A ordinary shares. Unless the context otherwise requires, references to our “sponsor” are to AVi8 Acquisition LLC and references to our “initial shareholders” are to the holders of our founder shares prior to our initial public offering (our “IPO”). Defined terms used but not defined herein shall have the meanings ascribed to such terms in the Company’s Annual Report on Form 10-K.

We are a blank check company incorporated as a Cayman Islands exempted company and incorporated with limited liability (company number 374912) and our affairs are governed by our second amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time) of the Cayman Islands (the “Companies Act”) and the common law of the Cayman Islands. Pursuant to our second amended and restated memorandum and articles of association, we are authorized to issue 999,000,000 ordinary shares, par value $0.0001 per share, including 800,000,000 Class A ordinary shares and 199,000,000 Class B ordinary shares, as well as 1,000,000 preferred shares, par value $0.0001 per share. The following description summarizes certain terms of our share capital as set out more particularly in our second amended and restated memorandum and articles of association. Because the below is only a summary, it may not contain all the information that is important to you.

Units

Each unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described below. Pursuant to the warrant agreement that governs the warrants (the “Warrant Agreement”), a warrant holder may exercise its warrants only for a whole number of the Company’s Class A ordinary shares. This means only a whole warrant may be exercised at any given time by a warrant holder. For example, if a warrant holder holds one-half of one warrant to purchase a Class A ordinary share, such warrant will not be exercisable. If a warrant holder holds two halves of one warrant, such whole warrant will be exercisable for one Class A ordinary share at a price of $11.50 per share.

The Class A ordinary shares and warrants comprising the units began separate trading on December 30, 2021. Holders have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.

Ordinary Shares

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. 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 our shareholders except as required by law or the applicable stock exchange rules then in effect. Unless specified in our second 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 our ordinary shares that are voted is required to approve any such matter voted on by our shareholders (other than the election or removal of directors), and the affirmative vote of a majority of our founder shares is required to approve the election or removal of directors. Approval of certain actions requires a special resolution under Cayman Islands law and pursuant to our second amended and restated memorandum and articles of association; such actions include amending our second amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the founder shares voted for the election of directors can elect all of the directors. Our shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.

Because our second amended and restated memorandum and articles of association authorize the issuance of up to 800,000,000 Class A ordinary shares, if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to increase the number of Class A ordinary shares which we are authorized to issue at the same time as our shareholders vote on the business combination to the extent we seek shareholder approval in connection with our initial business combination.

In accordance with Nasdaq Global Market (“Nasdaq”) corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual or general meetings to elect directors. Until we hold an annual meeting of shareholders, public shareholders may not be afforded the opportunity to discuss company affairs with management. In addition, as holders of our Class A ordinary shares, our public shareholders will not have the right to vote on the election or removal of directors prior to consummation of our initial business combination.

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares in connection with our initial business combination 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 our initial business combination, including interest earned on the funds held in the trust account and not previously released to us as permitted withdrawals, divided by the number of then outstanding public shares, subject to the limitations described herein. At the completion of our initial business combination, we will be required to purchase any ordinary shares properly delivered for redemption and not withdrawn. The amount in the trust account is initially anticipated to be $10.25 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares held by them and any public shares held by them in connection with our initial business combination.

Unlike many blank check companies that hold shareholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of public shares for cash in connection with our initial business combinations even when a vote is not required by law, if a shareholder vote is not required by law and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our second amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our second amended and restated memorandum and articles of association require these tender offer documents to contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or other legal reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if a majority of the outstanding ordinary shares voted are voted in favor of the business combination (or, if the applicable rules of Nasdaq then in effect require, a majority of the outstanding ordinary shares held by public shareholders are voted in favor of the business transaction). Unless restricted by Nasdaq rules, a quorum for such meeting will consist of the holders present in person or by proxy of our outstanding ordinary shares representing a majority of the voting power of all of our outstanding ordinary shares entitled to vote at such meeting. Unless restricted by Nasdaq rules, our initial shareholders will count towards such quorum. However, the participation of our sponsor, officers, directors, advisors or any of their affiliates in privately-negotiated transactions, if any, could result in the approval of our initial business combination even if a majority of our public shareholders vote, or indicate their intention to vote, against such business combination unless restricted by applicable Nasdaq rules. For purposes of seeking approval of the majority of our outstanding ordinary shares, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination.

If we seek shareholder approval in connection with our initial business combination, our initial shareholders, officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any founder shares held by them and any public shares purchased during or after our IPO in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would need 1,966,305, or 20.3%, of the 9,682,608 public shares sold outstanding to be voted in favor of a transaction in order to have such initial business combination approved (or, if the applicable rules of the Nasdaq then in effect require approval by a majority of the votes cast by public shareholders, we would need 4,841,304 of public shares sold in our IPO to be voted in favor of a transaction in order to have such initial business combination approved). Additionally, each public shareholder may elect to redeem its public shares without voting, and if it does vote, irrespective of whether it votes for or against the proposed transaction. These quorum and voting thresholds and the letter agreement may make it more likely that we will consummate our initial business combination.

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our second amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the ordinary shares sold in our IPO, which we refer to as the “Excess Shares.” However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our shareholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such shareholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions with respect to the Excess Shares if we complete the business combination. And, as a result, such shareholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their shares in open market transactions, potentially at a loss.

Pursuant to our second amended and restated memorandum and articles of association, if we are unable to complete our initial business combination within the completion window, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, subject to lawfully available funds therefor, 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 and not previously released to us to pay our taxes (less 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 liquidating 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, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within the completion window. However, if our initial shareholders acquire public shares after our IPO, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the prescribed time period.

In the event of a liquidation, dissolution or winding up of the company after a business combination, our shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that we will provide our shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, after permitted withdrawals, in connection with our initial business combination, subject to the limitations described herein.

Founder Shares

The founder shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units sold in our IPO, and holders of founder shares have the same shareholder rights as public shareholders, except that (i) only holders of the founder shares have the right to vote on the election or removal of directors prior to our initial business combination, (ii) in respect of any vote or votes to continue the company in a jurisdiction outside the Cayman Islands (including, but not limited to, the approval of the organizational documents of the company in such other jurisdiction), which requires the approval of at least two-thirds of the votes of all ordinary shares, holders of our founder shares have ten votes for every founder share and, as a result, our initial shareholders will be able to approve any such proposal without the vote of any other shareholder, (iii) the founder shares are subject to certain transfer restrictions, as described in more detail below, and (iv) our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with our initial business combination and (B) to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within the completion window, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within such time period, (v) the founder shares are Class B ordinary shares that are automatically convertible into Class A ordinary shares at the time of completion of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein and (vi) are entitled to registration rights. If we submit our initial business combination to our public shareholders for a vote, our initial shareholders, officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any founder shares held by them and any public shares purchased during or after our IPO in favor of our initial business combination.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of completion of our initial business combination on a one-for-one basis, subject to adjustment for share splits, share dividends, 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 excess of the amounts sold in our IPO and related to the closing of our initial business combination, the ratio at which Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of two-thirds of the outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of the total number of all ordinary shares outstanding upon completion of our IPO plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination. Holders of founder shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment as provided above, at any time.

With certain limited exceptions, the founder shares are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial business combination, (B) subsequent to our initial business combination, if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (C) following the completion of our initial business combination, such future date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Register of Members

Under Cayman Islands law, we must keep a register of members and there shall be entered therein:

 

  •  

the names and addresses of the members of the company, members, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member:

 

  •  

the date on which the name of any person was entered on the register as a member; and

  •  

the date on which any person ceased to be a member.

Under Cayman Islands law, the register of members of our company is prima facie evidence of the matters set out therein (i.e. the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members shall be deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members. Upon the closing of this public offering, the register of members shall be immediately updated to reflect the issue of shares by us. Once our register of members has been updated, the shareholders recorded in the register of members shall be deemed to have legal title to the shares set against their name. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. If an application for an order for rectification of the register of members were made in respect of our ordinary shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.

Preferred Stock

Our second amended and restated memorandum and articles of association provide that preferred shares may be issued from time to time in one or more series. Our board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors will be able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. The ability of our board of directors to issue preferred shares without shareholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no preferred shares outstanding at the date hereof. Although we do not currently intend to issue any preferred shares, we cannot assure you that we will not do so in the future. No preferred shares are being issued or registered in our IPO.

Warrants

Public Shareholders’ Warrants

Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of our IPO or 30 days after the completion of our initial business combination, provided in each case that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least four units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after the date on which we complete our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

We will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares issuable upon exercise of the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and we will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless the Class A ordinary shares issuable upon such warrant exercise have been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered

holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.

We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days, after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. We will use our 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 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 (60th) business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we 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 our 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, we may, at our 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 we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares under applicable blue sky laws to the extent an exemption is available. In such event, each holder would pay the exercise price by surrendering each such warrant for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of our Class A ordinary shares issuable upon exercise of the warrants, multiplied by the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the volume weighted average price of our Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

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

Once the warrants become exercisable, we 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 last reported sale 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 under the heading “— Anti-dilution adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders.

We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the securities issuable upon exercise of such warrants for sale under all applicable state securities laws.

We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-dilution adjustments”) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.

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

Once the warrants become exercisable, we may redeem the outstanding warrants:

 

  •  

in whole and not in part;

 

  •  

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” (as defined below) of our Class A ordinary shares except as otherwise described below;

 

  •  

if, and only if, the last reported sale price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-dilution adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and

 

  •  

if the closing price of our Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders 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 under the heading “— Anti-dilution adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

During the period beginning on the date the notice of redemption is given, holders may elect to exercise their warrants on a cashless basis. The numbers in the table below represent the number of Class A ordinary shares that a warrant holder will receive upon exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair market value” of our Class A ordinary shares on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined based on the volume-weighted average price of our Class A ordinary shares as reported during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the table below. We will provide our warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends.

Pursuant to the Warrant Agreement, references above to Class A ordinary shares shall include a security other than Class A ordinary shares into which the Class A ordinary shares have been converted or exchanged for in the event we are not the surviving company in our initial business combination. The numbers in the table below will not be adjusted when determining the number of Class A ordinary shares to be issued upon exercise of the warrants if we are not the surviving entity following our initial business combination.

The share prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant or the exercise price of a warrant is adjusted as set forth under the heading “— Anti-dilution adjustments” below. If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings will equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. The number of shares in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a warrant. If the exercise price of a warrant is adjusted pursuant to the fifth paragraph under the heading “— Anti-dilution adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price as set forth under the heading “— Anti-dilution adjustments” and the denominator of which is $10.00. If the exercise price of a warrant is adjusted pursuant to the second paragraph under the heading “— Anti-dilution adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share prices immediately prior to such adjustment less the decrease in the exercise price pursuant to such exercise price adjustment.

Redemption Date

    Fair Market Value of Class A Ordinary Shares  

(period to expiration of warrants)

    ≤ $10.00      $ 11.00      $ 12.00      $ 13.00      $ 14.00      $ 15.00      $ 16.00      $ 17.00      ≥ $18.00  

60 months

      0.261        0.281        0.297        0.311        0.324        0.337        0.348        0.358        0.361  

57 months

      0.257        0.277        0.294        0.310        0.324        0.337        0.348        0.358        0.361  

54 months

      0.252        0.272        0.291        0.307        0.322        0.335        0.347        0.357        0.361  

51 months

      0.246        0.268        0.287        0.304        0.320        0.333        0.346        0.357        0.361  

48 months

      0.241        0.263        0.283        0.301        0.317        0.332        0.344        0.356        0.361  

45 months

      0.235        0.258        0.279        0.298        0.315        0.330        0.343        0.356        0.361  

42 months

      0.228        0.252        0.274        0.294        0.312        0.328        0.342        0.355        0.361  

39 months

      0.221        0.246        0.269        0.290        0.309        0.325        0.340        0.354        0.361  

36 months

      0.213        0.239        0.263        0.285        0.305        0.323        0.339        0.353        0.361  

33 months

      0.205        0.232        0.257        0.280        0.301        0.320        0.337        0.352        0.361  

30 months

      0.196        0.224        0.250        0.274        0.297        0.316        0.335        0.351        0.361  

27 months

      0.185        0.214        0.242        0.268        0.291        0.313        0.332        0.350        0.361  

24 months

      0.173        0.204        0.233        0.260        0.285        0.308        0.329        0.348        0.361  

21 months

      0.161        0.193        0.223        0.252        0.279        0.304        0.326        0.347        0.361  

18 months

      0.146        0.179        0.211        0.242        0.271        0.298        0.322        0.345        0.361  

15 months

      0.130        0.164        0.197        0.230        0.262        0.291        0.317        0.342        0.361  

12 months

      0.111        0.146        0.181        0.216        0.250        0.282        0.312        0.339        0.361  

9 months

      0.090        0.125        0.162        0.199        0.237        0.272        0.305        0.336        0.361  

6 months

      0.065        0.099        0.137        0.178        0.219        0.259        0.296        0.331        0.361  

3 months

      0.034        0.065        0.104        0.150        0.197        0.243        0.286        0.326        0.361  

0 months

      —          —          0.042        0.115        0.179        0.233        0.281        0.323        0.361  

The exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption dates in the table, the number of Class A ordinary shares to be issued for each warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the volume-weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $11.00 per share, and at such time there are 57 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277 Class A ordinary shares for each whole warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the volume-weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share, and at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.298 Class A ordinary shares for each whole warrant. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). Finally, as reflected in the table above, if the warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any Class A ordinary shares.

This redemption feature differs from the typical warrant redemption features used in many other blank check offerings, which typically only provide for a redemption of warrants for cash (other than the private placement warrants) when the trading price for the Class A ordinary shares exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants to be redeemed when the

Class A ordinary shares are trading at or above $10.00 per public share, which may be at a time when the trading price of our Class A ordinary shares is below the exercise price of the warrants. We have established this redemption feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above under “— Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00.” Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing model with a fixed volatility input as of the date of the prospectus relating to our IPO. This redemption right provides us with an additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital structure as the warrants would no longer be outstanding and would have been exercised or redeemed and we will be required to pay the applicable redemption price to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do so. As such, we would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure to remove the warrants and pay the redemption price to the warrant holders.

As stated above, we can redeem the warrants when the Class A ordinary shares are trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position while providing warrant holders with the opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If we choose to redeem the warrants when the Class A ordinary shares are trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer Class A ordinary shares than they would have received if they had chosen to wait to exercise their warrants for Class A ordinary shares if and when such Class A ordinary shares were trading at a price higher than the exercise price of $11.50.

No fractional Class A ordinary shares will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than the Class A ordinary shares pursuant to the Warrant Agreement (for instance, if we are not the surviving company in our initial business combination), the warrants may be exercised for such security. At such time as the warrants become exercisable for a security other than the Class A ordinary shares, the Company (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon exercise of the warrants.

Redemption Procedures

A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as specified by the holder) of the Class A ordinary shares outstanding immediately after giving effect to such exercise.

Anti-dilution Adjustments

If the number of outstanding Class A ordinary shares is increased by a dividend payable in Class A ordinary shares, or by a split-up of ordinary shares or other similar event, then, on the effective date of such share dividend, split up or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding Class A ordinary shares. A rights offering to holders of Class A ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share dividend of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) multiplied by (ii) one (1) minus the quotient of (x) the price per Class A ordinary share paid in such rights offering divided by (y) the fair market value. For these purposes, (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume-weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Class A ordinary shares on account of such Class A ordinary shares (or other shares of our share capital into which the warrants are convertible), other than (a) as described above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the Class A ordinary shares during the 365-day period ending on the date of declaration of such dividend or distribution, does not exceed $0.50 (as adjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price or to the number of Class A ordinary shares issuable on exercise of each warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share, (c) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with a shareholder vote to amend our second amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provision relating to shareholders’ rights or pre-initial business combination activity, or (e) in connection with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each Class A ordinary share in respect of such event.

If the number of outstanding Class A ordinary shares is decreased by a consolidation, combination, reverse share split or reclassification of Class A ordinary shares or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding Class A ordinary shares.

Whenever the number of Class A ordinary shares purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted (to the nearest cent) by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of Class A ordinary shares purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of Class A ordinary shares so purchasable immediately thereafter. The warrant agreement provides that no adjustment to the number of the Class A ordinary shares issuable upon exercise of a warrant will be required until cumulative adjustments amount to 1% or more of the number of Class A ordinary shares issuable upon exercise of a warrant as last adjusted. Any such adjustments that are not made will be carried forward and taken into account in any subsequent adjustment. All such carried forward adjustments will be made (i) in connection with any subsequent adjustment that (taken together with such carried forward adjustments) would result in a change of at least 1% in the number of Class A ordinary shares issuable upon exercise of a warrant and (ii) on the exercise date of any warrant.

In case of any reclassification or reorganization of the outstanding Class A ordinary shares (other than those described above or that solely affects the par value of such Class A ordinary shares), or in the case of any merger or consolidation of us with or into another entity (other than a consolidation or merger in which we are the continuing entity and that does not result in any reclassification or reorganization of our outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of Class A ordinary shares in such a transaction is payable in the form of shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises

the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants.

The warrants were issued in registered form under a Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, and that all other modifications or amendments will require the vote or written consent of the holders of at least 50% of the then outstanding public warrants and forward purchase warrants, and, solely with respect to any amendment to the terms of the private placement warrants, a majority of the then outstanding private placement warrants. You should review a copy of the Warrant Agreement for a complete description of the terms and conditions applicable to the warrants.

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of Class A ordinary shares and any voting rights until they exercise their warrants and receive Class A ordinary shares. After the issuance of Class A ordinary shares upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.

Warrants may be exercised only for a whole number of Class A ordinary shares. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number of Class A ordinary shares to be issued to the warrant holder.

Private Placement Warrants

The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except, among other limited exceptions as described under “Principal Shareholders —Transfers of Founder Shares and Private Placement Warrants,” to our officers and directors and other persons or entities affiliated with our sponsor) and they will not be redeemable by us so long as they are held by our sponsor or its permitted transferees. The private placement warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of the completion of our initial business combination, or earlier upon redemption or liquidation. In addition, the private placement warrants will not be exercisable more than five years from the effective date of our registration statement, in accordance with FINRA Rule 5110(g)(8), as long as our sponsor or any of its related persons beneficially own such private placement warrants. 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 our IPO. If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in our IPO.

If holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its 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 issuable upon exercise of the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average last reported sale 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 warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by our sponsor and its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of

time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public shareholders who could exercise their warrants and sell the Class A ordinary shares received upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.

In order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans would be repaid only out of funds held outside the trust account. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $1.5 million of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants.

Dividends

We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any cash dividends subsequent to a business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future, except if we increase the size of our IPO, in which case we will effect a share dividend with respect to our Class B ordinary shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial shareholders prior to our IPO at 20% of our issued and outstanding ordinary shares upon the consummation of our IPO. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Our Transfer Agent and Warrant Agent

The transfer agent for our ordinary shares and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its shareholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence or intentional misconduct of the indemnified person or entity. Continental Stock Transfer & Trust Company has agreed that it has no right of set-off or any right, title, interest or claim of any kind to, or to any monies in, the trust account, and has irrevocably waived any right, title, interest or claim of any kind to, or to any monies in, the trust account that it may have now or in the future. Accordingly, any indemnification provided will only be able to be satisfied, or a claim will only be able to be pursued, solely against us and our assets outside the trust account and not against the any monies in the trust account or interest earned thereon.

Certain Differences in Corporate Law

Cayman Islands companies are governed by the Companies Act. The Companies Act is modeled on historic English law but does not follow recent English law statutory enactments and differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the material differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.

Mergers and Similar Arrangements. In certain circumstances, the Companies Act allows for mergers or consolidations between two Cayman Islands companies, or between a Cayman Islands exempted company and a company incorporated in another jurisdiction (provided that is facilitated by the laws of that other jurisdiction).

Where the merger or consolidation is between two Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing certain prescribed information. That plan or merger or consolidation must then be authorized by either (a) a special resolution (usually a majority of 66 2/3% in value who attend and vote at a general meeting) of the shareholders of each company ; or (b) such other authorization, if any, as may be specified in such constituent company’s articles of association. No shareholder resolution is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary company) and its subsidiary company. The consent of each holder of a fixed or floating security interest of a constituent company must be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that the requirements of the Companies Act (which includes certain other formalities) have been complied with, the Registrar of Companies will register the plan of merger or consolidation.

Where the merger or consolidation involves a foreign company, the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands exempted company are required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the merger or consolidation is permitted or not prohibited by the constitutional documents of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements of those constitutional documents have been or will be complied with; (ii) that no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions; (iii) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the foreign company, its affairs or its property or any part thereof; and (iv) that no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue to be suspended or restricted.

Where the surviving company is the Cayman Islands exempted company, the directors of the Cayman Islands exempted company are further required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the foreign company is able to pay its debts as they fall due and that the merger or consolidated is bona fide and not intended to defraud unsecured creditors of the foreign company; (ii) that in respect of the transfer of any security interest granted by the foreign company to the surviving or consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the transfer is permitted by and has been approved in accordance with the constitutional documents of the foreign company; and (c) the laws of the jurisdiction of the foreign company with respect to the transfer have been or will be complied with; (iii) that the foreign company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction; and (iv) that there is no other reason why it would be against the public interest to permit the merger or consolidation.

Where the above procedures are adopted, (other than in respect of the parent subsidiary merger described above), the Companies Act provides for a right of dissenting shareholders to be paid a payment of the fair value of his or her shares upon their dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows (a) the shareholder must give his or her written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his or her shares if the merger or consolidation is authorized by the vote; (b) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written notice to each shareholder who made a written objection; (c) a shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his or her intention to dissent including, among other details, a demand for payment of the fair value of his or her shares; (d) within seven days following the date of the expiration of the period set out in paragraph (b) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase his or her shares at a price that the company determines is the fair value and if the company and the shareholder agree to the price within 30 days following the date on which the offer was made, the company must pay the shareholder such amount; and (e) if the company and the shareholder fail to agree to a price within such 30 day period, within 20 days following the date on which such 30 day period expires, the company (and any dissenting shareholder) must file a petition with the Cayman Islands Grand Court to determine the fair

value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value is reached. These rights of a dissenting shareholder are not to be available in certain circumstances, for example, to shareholders holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date and the consideration paid for such shares meets certain requirements under the Companies Act, or where the consideration for such shares to be contributed are shares of any company listed on a national securities exchange or shares of the surviving or consolidated company.

Moreover, Cayman Islands law also has separate statutory provisions that facilitate the reconstruction or amalgamation of companies in certain circumstances, schemes of arrangement will generally be more suited for complex mergers or other transactions involving widely held companies, commonly referred to in the Cayman Islands as a “scheme of arrangement” which may be analogous to a merger. In the event that a merger was sought pursuant to a scheme of arrangement (the procedure of which are more rigorous and take longer to complete than the procedures typically required to consummate a merger in the United States), the arrangement in question must be approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meeting summoned for that purpose. The convening of the meetings and subsequently the terms of the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that:

 

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we are not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisions as to majority vote have been complied with;

 

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the shareholders have been fairly represented at the general meeting in question;

 

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the arrangement is such as a businessman would reasonably approve; and

 

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the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to a “fraud on the minority.”

If a scheme of arrangement or takeover offer (as described below) is approved, shareholders would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of United States corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

Squeeze-out Provisions. When a takeover offer is made and accepted by holders of 90% of the shares to whom the offer relates is made within four months, the offeror may, within a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed unless there is evidence of fraud, bad faith, collusion or inequitable treatment of the shareholders.

Further, transactions similar to a merger, reconstruction and/or an amalgamation may in some circumstances be achieved through other means to these statutory provisions, such as a share capital exchange, asset acquisition or control, or through contractual arrangements, of an operating business.

Shareholders’ Suits. Our Cayman Islands counsel is not aware of any reported class action having been brought in a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions. In most cases, we will be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim against (for example) our officers or directors usually may not be brought by a shareholder. However, based both on Cayman Islands authorities and on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:

 

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a company is acting, or proposing to act, illegally or beyond the scope of its authority;

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the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or

 

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those who control the company are perpetrating a “fraud on the minority.”

A shareholder may have a direct right of action against us where the individual rights of that shareholder have been infringed or are about to be infringed.

Enforcement of Civil Liabilities. The Cayman Islands has a different body of securities laws as compared to the United States and provides less protection to investors. Additionally, Cayman Islands companies may not have standing to sue before the Federal courts of the United States.

We have been advised by our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

Special Considerations for Exempted Companies. We are an exempted limited company with limited liability (meaning our public shareholders have no liability, as members of the company, for liabilities of the company over and above the amount paid for their shares) under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:

 

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annual reporting requirements are minimal and consist mainly of a statement that the company has conducted its operations mainly outside of the Cayman Islands and has complied with the provisions of the Companies Act;

 

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an exempted company’s register of members is not open to inspection;

 

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an exempted company does not have to hold an annual general meeting;

 

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an exempted company may, under strict conditions, issue negotiable or bearer shares;

 

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an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance) . The Company applied for and was issued such undertaking; and

 

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an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands.

Second Amended and Restated Memorandum and Articles of Association

Our second amended and restated memorandum and articles of association contains certain requirements and restrictions relating to our IPO that apply to us until the completion of our initial business combination. These provisions (other than amendments relating to the appointment of directors, which require the approval of a majority of at least 90% of our ordinary shares voting in a general meeting) cannot be amended without a special resolution. As a matter of Cayman Islands law, a special resolution must be approved by either: (i) at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s shareholders at a general meeting

for which notice specifying the intention to propose the resolution as a special resolution has been given; or (ii) if so authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s shareholders. Other than as described above, our second amended and restated memorandum and articles of association provides that special resolutions must be approved either by at least two-thirds of our shareholders who attend and vote at a shareholder meeting, or by a unanimous written resolution of all of our shareholders.

Our initial shareholders will participate in any vote to amend our second amended and restated memorandum and articles of association and will have the discretion to vote in any manner they choose. Specifically, our second amended and restated memorandum and articles of association provide, among other things, that:

 

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if we are unable to complete our initial business combination within the completion window, 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, subject to lawfully available funds therefor, redeem 100% of 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 and not previously released to us to make permitted withdrawals (less 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 liquidating 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, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law;

 

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prior to our initial business combination, we may not issue additional ordinary shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination;

 

  •  

although we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA, or from an independent accounting firm, that such a business combination is fair to our company from a financial point of view;

 

  •  

if a shareholder vote on our initial business combination is not required by law and we do not decide to hold a shareholder vote for business or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;

 

  •  

our initial business combination must occur with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting commissions held in trust and any taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination;

 

  •  

if our shareholders approve an amendment to our second amended and restated memorandum and articles of association that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the completion window, we will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including permitted withdrawals, divided by the number of then outstanding public shares;

 

  •  

we will not effectuate our initial business combination with another blank check company or a similar company with nominal operations; and

 

  •  

our sponsor and its affiliates will not have a duty to communicate or offer any business opportunity to us.

In addition, our second amended and restated memorandum and articles of association provide that under no circumstances will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.

The Companies Act permits a company incorporated in the Cayman Islands to amend its memorandum and articles of association with the approval of the holders of at least two-thirds of such company’s issued and outstanding ordinary shares. A company’s articles of association may specify that the approval of a higher majority is required but, provided the approval of the required majority is obtained, any Cayman Islands exempted company may amend its memorandum and articles of association regardless of whether its memorandum and articles of association provides otherwise. Accordingly, although we could amend any of the provisions relating to our proposed offering, structure and business plan which are contained in our second amended and restated memorandum and articles of association, we view all of these provisions as binding obligations to our shareholders and neither we, nor our officers or directors, will take any action to amend or waive any of these provisions unless we provide dissenting public shareholders with the opportunity to redeem their public shares.

Certain members of our management team and directors have fiduciary duties or are subject to contractual obligations or policies and procedures that require them to present business opportunities that may be appropriate for one or more entities to the respective investment committees or other decision making bodies of such entities or funds prior to presenting such opportunities to us regardless of the capacity in which they are made aware of such opportunities. To address the matter set out above, our second amended and restated memorandum and articles of association provides that to the maximum extent permitted by law, we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for both us and another entity about which any member of our management team or director acquires knowledge and we will waive any claim or cause of action we may have in respect thereof. In addition, our second amended and restated articles of association contain provisions to exculpate and indemnify, to the maximum extent permitted by law, such persons in respect of any liability, obligation or duty to the Company that may arise as a consequence of such persons becoming aware of any business opportunity or failing to present such business opportunity to the Company.

Anti-Money Laundering — Cayman Islands

If any person resident in the Cayman Islands knows or suspects, or has reasonable grounds for knowing or suspecting, that another person is engaged in criminal conduct, is involved with terrorism or terrorist property or proliferation financing or is the business combination partner of a financial sanction and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Act (as amended) of the Cayman Islands if the disclosure relates to criminal conduct, money laundering or proliferation financing or is the business combination partner of a financial sanction; or (ii) a police officer of the rank of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Act (as amended) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report will not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise. We reserve the right to refuse to make any payment to a shareholder if our directors or officers suspect or are advised that the payment to such shareholder might result in a breach of applicable anti-money laundering, counter-terrorist financing, prevention of proliferation financing and financial sanctions or other laws or regulations by any person in any relevant jurisdiction, or if such refusal is considered necessary or appropriate to ensure our compliance with any such laws or regulations in any applicable jurisdiction.

Cayman Islands Data Protection

We have certain duties under the Data Protection Act (as amended) of the Cayman Islands (the “DPA”) based on internationally accepted principles of data privacy.

Privacy Notice

Introduction

This privacy notice puts our shareholders on notice that through your investment in the company you will provide us with certain personal information which constitutes personal data within the meaning of the DPA (“personal data”).

In the following discussion, the “company” refers to us and our affiliates and/or delegates, except where the context requires otherwise.

Investor Data

We will collect, use, disclose, retain and secure personal data to the extent reasonably required only and within the parameters that could be reasonably expected during the normal course of business. We will only process, disclose, transfer or retain personal data to the extent legitimately required to conduct our activities of on an ongoing basis or to comply with legal and regulatory obligations to which we are subject. We will only transfer personal data in accordance with the requirements of the DPA, and will apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction or damage to the personal data.

In our use of this personal data, we will be characterized as a “data controller” for the purposes of the DPA, while our affiliates and service providers who may receive this personal data from us in the conduct of our activities may either act as our “data processors” for the purposes of the DPA or may process personal information for their own lawful purposes in connection with services provided to us.

We may also obtain personal data from other public sources. Personal data includes, without limitation, the following information relating to a shareholder and/or any individuals connected with a shareholder as an investor: name, residential address, email address, contact details, corporate contact information, signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number, bank account details, source of funds details and details relating to the shareholder’s investment activity.

Who this Affects

If you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation your investment in the Company, this will be relevant for those individuals and you should transmit the content of this Privacy Notice to such individuals or otherwise advise them of its content.

How the Company May Use Your Personal Data

The company, as the data controller, may collect, store and use personal data for lawful purposes, including, in particular:

 

  (i)

where this is necessary for the performance of our rights and obligations under any purchase agreements;

 

  (ii)

where this is necessary for compliance with a legal and regulatory obligation to which we are subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or

 

  (iii)

where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms.

Should we wish to use personal data for other specific purposes (including, if applicable, any purpose that requires your consent), we will contact you.

Why We May Transfer Your Personal Data

In certain circumstances, we may be legally obliged to share personal data and other information with respect to your shareholding with the relevant regulatory authorities such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with foreign authorities, including tax authorities.

We anticipate disclosing personal data to persons who provide services to us and their respective affiliates (which may include certain entities located outside the US, the Cayman Islands or the European Economic Area), who will process your personal data on our behalf.

The Data Protection Measures We Take

Any transfer of personal data by us or our duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the DPA.

We and our duly authorized affiliates and/or delegates shall apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of personal data, and against accidental loss or destruction of, or damage to, personal data.

We shall notify you of any personal data breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to whom the relevant personal data relates.

Certain Anti-Takeover Provisions of Our Second Amended and Restated Memorandum and Articles of Association

Our second amended and restated memorandum and articles of association provide that our board of directors will be classified into three classes of directors. As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual general meetings.

Our authorized but unissued ordinary shares and preferred shares are available for future issuances without shareholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved ordinary shares and preferred shares could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise

Securities Eligible for Future Sale

We have 28,750,000 ordinary shares outstanding. Of these shares, the 23,000,000 shares sold in our IPO are freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining 5,750,000 shares and all 13,250,000 private placement warrants are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering, and the Class B ordinary shares and private placement warrants are subject to transfer restrictions as set forth in our registration statement. These restricted securities will be subject to registration rights as more fully described below under “— Registration Rights.”

Rule 144

Pursuant to Rule 144, a person who has beneficially owned restricted ordinary shares or warrants for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we were required to file reports) preceding the sale.

Persons who have beneficially owned restricted ordinary shares or warrants for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three- month period only a number of securities that does not exceed the greater of:

 

  •  

1% of the total number of ordinary shares then outstanding, which will equal 250,000 shares immediately after our IPO (or 287,500 if the underwriters exercise their over-allotment option in full); or

 

  •  

the average weekly reported trading volume of the Class A ordinary shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:

 

  •  

the issuer of the securities that was formerly a shell company has ceased to be a shell company;

 

  •  

the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

 

  •  

the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and

 

  •  

at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

As a result, our initial shareholders will be able to sell their founder shares and our sponsor will be able to sell their private placement warrants, as applicable, pursuant to Rule 144 without registration one year after we have completed our initial business combination.

Registration Rights

The holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans, if any, will have registration rights to require us to register a sale of any of our securities held by them (in the case of the founder shares, only after conversion to our Class A ordinary shares) pursuant to a registration rights agreement that was signed in connection with our IPO. These holders will be entitled to make up to one demand, excluding short form registration demands, that we register such securities for sale under the Securities Act. In addition, these holders will have certain “piggyback” registration rights to include such securities in other registration statements filed by us and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the founder shares, on the earlier of (A) one year after the completion of our initial business combination, (B) subsequent to our initial business combination, if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (C) following the completion of our initial business combination, such future date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (ii) in the case of the private placement warrants and the respective Class A ordinary shares issuable upon exercise of such warrants, 30 days after the completion of our initial business combination. We will bear the costs and expenses incurred in connection with filing any such registration statements.

Listing of Securities

Our units, Class A ordinary shares and warrants are listed on Nasdaq under the symbols “TOACU,” “TOAC” and “TOACW,” respectively.

EX-31.1 3 d451476dex311.htm EX-31.1 EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Edward J. Wegel, certify that:

1. I have reviewed this annual report on Form 10-K of Talon 1 Acquisition Corp.;

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 officer 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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 officer 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 control over financial reporting.

Date: April 17, 2023

 

By:  

/s/ Edward J. Wegel

  Edward J. Wegel
  Chief Executive Officer
  (Principal Executive Officer)
 EX-31.2 4 d451476dex312.htm EX-31.2 EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ryan Goepel, certify that:

1. I have reviewed this annual report on Form 10-K of Talon 1 Acquisition Corp.;

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 officer 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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 officer 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 control over financial reporting.

Date: April 17, 2023

 

By:  

/s/ Ryan Goepel

  Ryan Goepel
  Chief Financial Officer
  (Principal Financial and Accounting Officer)
 EX-32.1 5 d451476dex321.htm EX-32.1 EX-32.1

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER 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 Annual Report on Form 10-K of Talon 1 Acquisition Corp. (the “Company”) for the year ended December 31, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, Edward J. Wegel, Chief Executive Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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: April 17, 2023

 

By:  

/s/ Edward J. Wegel

  Edward J. Wegel
  Chief Executive Officer
  (Principal Executive Officer)
 EX-32.2 6 d451476dex322.htm EX-32.2 EX-32.2

Exhibit 32.2

CERTIFICATION OF 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

In connection with the Annual Report on Form 10-K of Talon 1 Acquisition Corp. (the “Company”) for the year ended December 31, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, Ryan Goepel, Chief Financial Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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: April 17, 2023

 

By:  

/s/ Ryan Goepel

  Ryan Goepel
  Chief Financial Officer
  (Principal Financial and Accounting Officer)
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Cover Page - shares
 12 Months Ended
Dec. 31, 2022
Apr. 14, 2023
Document Information [Line Items]    
Document Type 10-K  
Amendment Flag false  
Document Period End Date Dec. 31, 2022  
Document Fiscal Year Focus 2022  
Document Fiscal Period Focus FY  
Entity Registrant Name TALON 1 ACQUISITION CORP.  
Entity Central Index Key 0001860482  
Current Fiscal Year End Date --12-31  
Document Annual Report true  
Document Transition Report false  
Entity File Number 001-41001  
Entity Address, State or Province FL  
Entity Incorporation, State or Country Code E9  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Address, Address Line One 2333 Ponce de Leon Blvd  
Entity Address, Address Line Two Suite 630  
Entity Address, City or Town Coral Gables  
Entity Address, Postal Zip Code 33134  
City Area Code 786  
Local Phone Number 662-3114  
Entity Current Reporting Status Yes  
Entity Small Business true  
Entity Shell Company true  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Well-known Seasoned Issuer No  
Entity Voluntary Filers No  
Entity Tax Identification Number 98-1598139  
ICFR Auditor Attestation Flag false  
Auditor Name Marcum LLP  
Auditor Firm ID 688  
Auditor Location Houston, TX  
Common Class A [Member]    
Document Information [Line Items]    
Title of 12(b) Security Class A ordinary shares, par value $0.0001 per share  
Trading Symbol TOAC  
Security Exchange Name NASDAQ  
Entity Common Stock, Shares Outstanding   9,682,608
Common Class B [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   5,750,000
Warrant [Member]    
Document Information [Line Items]    
Title of 12(b) Security Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share  
Trading Symbol TOACW  
Security Exchange Name NASDAQ  
Capital Units [Member]    
Document Information [Line Items]    
Title of 12(b) Security Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant  
Trading Symbol TOACU  
Security Exchange Name NASDAQ  
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Balance Sheets - USD ($)
Dec. 31, 2022
Dec. 31, 2021
Current assets:    
Cash and cash equivalents $ 92,674 $ 1,090,391
Prepaid expenses and other current assets 315,459 828,996
Total current assets 408,133 1,919,387
Cash and investments held in trust account 239,110,999 235,757,582
Other non-current assets 0 274,845
Total Assets 239,519,132 237,951,814
Current liabilities:    
Accounts payable and accrued expenses 741,584 148,907
Due to related parties 2,388 0
Promissory note – related party 0 90,043
Total current liabilities 743,972 238,950
Deferred underwriting compensation 8,050,000 8,050,000
Derivative warrant liabilities 495,000 12,392,500
Total Liabilities 9,288,972 20,681,450
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $10.40 per share as of December 31, 2022 and $10.25 per share at December 31, 2021 239,110,999 235,750,000
Stockholders' Deficit:    
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding 0 0
Additional paid-in capital 0 0
Accumulated deficit (8,881,414) (18,480,211)
Total stockholders' deficit (8,880,839) (18,479,636)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Stockholders' Deficit 239,519,132 237,951,814
Common Class A [Member]    
Stockholders' Deficit:    
Common stock value 0 0
Common Class B [Member]    
Stockholders' Deficit:    
Common stock value $ 575 $ 575
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Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2022
Dec. 31, 2021
Shares subject to possible redemption 23,000,000 23,000,000
Temporary Equity, Redemption Price Per Share $ 10.4 $ 10.25
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 1,000,000 1,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common Class A [Member]    
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 800,000,000 800,000,000
Common stock, shares issued 0 0
Common stock, shares outstanding 0 0
Common Class B [Member]    
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 199,000,000 199,000,000
Common stock, shares issued 5,750,000 5,750,000
Common stock, shares outstanding 5,750,000 5,750,000
XML 15 R4.htm IDEA: XBRL DOCUMENT v3.23.1
Statements of Operations - USD ($)
 8 Months Ended 12 Months Ended
Dec. 31, 2021
Dec. 31, 2022
General and administrative expenses $ 675,422 $ 3,826,521
Loss from operations (675,422) (3,826,521)
Other income (expense):    
Offering costs allocated to warrant liabilities (359,830) 0
Change in fair value of derivative warrant liabilities 555,100 11,897,500
Income earned in marketable securities held in Trust Account 11,749 3,378,417
Total other income, net 207,019 15,275,917
Net income (loss) $ (468,403) 11,449,396
Common Class A [Member]    
Other income (expense):    
Net income (loss)   $ 9,159,517
Basic weighted average shares outstanding 23,000,000 23,000,000
Diluted weighted average shares outstanding 23,000,000 23,000,000
Basic net income (loss) per share $ (0.02) $ 0.4
Diluted net income (loss) per share $ (0.02) $ 0.4
Common Class B [Member]    
Other income (expense):    
Net income (loss)   $ 2,289,879
Basic weighted average shares outstanding 5,750,000 5,750,000
Diluted weighted average shares outstanding 5,750,000 5,750,000
Basic net income (loss) per share $ (0.02) $ 0.4
Diluted net income (loss) per share $ (0.02) $ 0.4
XML 16 R5.htm IDEA: XBRL DOCUMENT v3.23.1
Statements of Changes In Shareholders' Deficit - USD ($)
Total
Ordinary Shares [Member]
Additional Paid- In Capital [Member]
Accumulated Deficit [Member]
Balance Beginning at Apr. 19, 2021 $ 0 $ 0 $ 0 $ 0
Balance Beginning, Shares at Apr. 19, 2021   0    
Issuance of Class B Ordinary shares to Sponsor 25,000 $ 575 24,425  
Issuance of Class B Ordinary shares to Sponsor, Shares   5,750,000    
Stock-based compensation 251,733   251,733  
Proceeds from Private Placement Warrants in excess of fair value 6,312,300   6,312,300  
Remeasurement of Class A ordinary shares subject to possible redemption value (24,600,266)   (6,588,458) (18,011,808)
Net income (loss) (468,403)     (468,403)
Balance Ending at Dec. 31, 2021 (18,479,636) $ 575 0 (18,480,211)
Balance Ending, Shares at Dec. 31, 2021   5,750,000    
Stock-based compensation 1,510,400   1,510,400  
Remeasurement of Class A ordinary shares subject to possible redemption value (3,360,999)   (1,510,400) (1,850,599)
Net income (loss) 11,449,396     11,449,396
Balance Ending at Dec. 31, 2022 $ (8,880,839) $ 575 $ 0 $ (8,881,414)
Balance Ending, Shares at Dec. 31, 2022   5,750,000    
XML 17 R6.htm IDEA: XBRL DOCUMENT v3.23.1
Statements of Cash Flows - USD ($)
 8 Months Ended 12 Months Ended
Dec. 31, 2021
Dec. 31, 2022
Cash Flows Used in Operating Activities:    
Net income (loss) $ (468,403) $ 11,449,396
Adjustments to reconcile net income (loss) to net cash used in operating activities:    
Offering costs allocated to warrant liabilities 359,830 0
Stock-based compensation 251,733 1,510,400
Unrealized change in fair value of derivative warrant liabilities (555,100) (11,897,500)
Income earned in marketable securities held in Trust Account (11,749) (3,353,417)
Other changes 4,167 0
Changes in operating assets and liabilities:    
Other current assets (828,996) 513,537
Accounts payable and accrued expenses 148,907 592,677
Non-current assets (274,845) 274,845
Due to related party 0 2,388
Net cash used in operating activities (1,374,456) (907,674)
Cash flows from investing activities:    
Proceeds deposited in Trust Account (235,750,000) 0
Net cash used in investing activities (235,750,000) 0
Cash flows from financing activities:    
Proceeds from initial public offering, net of costs 225,400,000 0
Proceeds from private placement 13,250,000 0
Proceeds from sale of common stock to initial shareholders 25,000 0
Payment of deferred offering costs (550,196) 0
Proceeds from loans from related parties 104,893 0
Repayments of loans from related parties (14,850) (90,043)
Net cash (used in) provided by financing activities 238,214,847 (90,043)
Net (decrease) increase in cash 1,090,391 (997,717)
Cash, beginning of period 0 1,090,391
Cash, end of the period 1,090,391 92,674
Supplemental disclosure with respect to cash flows    
Initial value of common stock subject to possible redemption 225,400,000 0
Deferred underwriter commissions payable 8,050,000 0
Initial classification of derivative warrant liabilities 12,947,600 0
Change in value of Class A ordinary shares subject to possible redemption $ 0 $ 3,360,999
XML 18 R7.htm IDEA: XBRL DOCUMENT v3.23.1
Organization, Business Operations and Going Concern
 12 Months Ended
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization, Business Operations and Going Concern
Note 1 — Organization, Business Operations and Going Concern
Talon 1 Acquisition Corp. (the “Company”) is a blank check company incorporated in Cayman Islands on April 20, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.
The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate
non-operating
income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering held in trust.
The Company’s sponsor is AVi8 Acquisition LLC, a Delaware limited liability company (the “Sponsor”). The Company commenced operations upon obtaining adequate financial resources through its initial public offering (the “Initial Public Offering”) of 23,000,000 units of the Company, each unit consisting of one Class A ordinary share and
one-half
of one warrant (each, a “Unit” and collectively, the “Units”), at $10.00 per Unit, which is discussed in Note 5, and the sale of 13,250,000 warrants of the Company (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor that closed simultaneously with the Initial Public Offering. In total, the Company received $238,650,000 from the sale of Class A ordinary shares and Private Placement Warrants, as described above. $235,750,000 was deposited into trust. The Company has incurred $3,826,521 in costs as of December 31, 2022 and has a deficit of $335,839 in working capital.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and 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 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.25 per Unit sold in the Initial Public Offering, including the proceeds from the sale of the Private Placement Warrants and the sale of forward purchase units, will be held in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule
2a-7
promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.
The Company will provide the holders (the “Public Shareholders”) of the Company’s issued and outstanding Class A ordinary shares, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholders meeting called to approve the Business Combination or
 
(ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.25 per Public Share). The
per-share
amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.
The Certificate of Incorporation provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial shareholders”) have agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to shareholder’s rights or
pre-initial
Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
The Company has until 15 months from the closing of the Initial Public Offering to consummate a Business Combination. Following the approval of the Extension Amendment Proposal and Trust Amendment Proposal at the 2022 Special Meeting of Stockholders, the Company now has the right to extend the Combination Period for an additional nine (9) months, or such earlier date as determined by the Board, from February 8, 2023 to November 8, 2023 (“Extended Combination Period”). Pursuant to the terms of the Company’s second amended and restated memorandum and articles of association and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company on November 3, 2021, in order to extend the time available for the Company to consummate its initial Business Combination by an additional nine months, the Company’s Sponsor or its affiliates or designees must provide advance notice at least five days prior to the date which is 15 months from the closing of our Initial Public Offering and must deposit into the Trust Account $330,000 ($0.06 per share), on or prior to the date which is 15 months from the closing of our Initial Public Offering. In the event that the Company receives notice from its Sponsor at least five days prior to the deadline to effect the extension, the Company intends to issue a press release announcing such intention at least three days prior to the deadline. In addition, the Company intends to issue a press release the day after the deadline announcing whether or not the funds had been timely deposited. However, the Company’s initial shareholders and its affiliates or designees are not obligated to fund the Trust Account to extend the time to consummate a Business Combination.
 
If the Company is unable to complete a Business Combination within 15 months from the closing of the Initial Public Offering (the “Combination Period”) (or 24 months from the closing of the Initial Public Offering if the Company extends the period of time to consummate a Business Combination) the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, 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 and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Shareholder’s 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 remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
The initial shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.25. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.25 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account 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”). In the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Liquidity and Capital Resources
As of December 31, 2022, the Company had $92,674 in cash and a working capital deficit of $335,839. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. As of December 31, 2022, the Company had $239,110,999 of cash and investments held in its Trust Account for use in a potential Business Combination. The Company had until February 8, 2023 to complete a business combination, however, the Company has since extended this date until November 8, 2023. If a Business Combination is not consummated by this date, there will be a mandatory liquidation, should a business combination not occur, and potential subsequent dissolution. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 8, 2023.
 
Risks and Uncertainties
On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the
“COVID-19
outbreak”). In March 2020, the WHO classified the
COVID-19
outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the
COVID-19
outbreak continues to evolve. Management continues to evaluate the impact of the
COVID-19
outbreak on the industry and has concluded that while it is reasonably possible that the virus 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 financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these audited financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of the financial statements.
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA includes provisions imposing a 1% excise tax on share repurchases by publicly traded domestic corporations and certain domestic subsidiaries of publicly traded foreign corporations that occur after December 31, 2022. The excise tax is imposed on the fair market value of the repurchased stock, with certain exceptions. Although the Company was incorporated in the Cayman Islands, there is a possibility that it may acquire a U.S. domestic corporation or engage in a transaction in which a domestic corporation becomes its parent or affiliate. While not free from doubt, absent any further guidance, it is possible that the excise tax will apply to any redemptions of the Company’s shares after December 31, 2022, including redemptions
made
in connection with an initial Business Combination or redemptions made if the Company is unable to consummate a Business Combination within the requisite time period. The application of the excise tax to any redemptions the Company makes after December 31, 2022 could potentially reduce the
per-share
amount that the public stockholders would otherwise be entitled to received.
XML 19 R8.htm IDEA: XBRL DOCUMENT v3.23.1
Significant Accounting Policies
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Significant Accounting Policies
Note 2 — Significant Accounting Policies
Basis of Presentation
The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company
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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 an emerging growth 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 an 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 financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition p
eriod
difficult or impossible because of the potential differences in accounting standards used.
 
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. The Company did not have any cash equivalents as of December 31, 2022 and 2021.
Cash and Investments held in Trust Account
As of December 31, 2022 and 2021, all of the assets held in the Trust Account were invested in a money market fund that only invests in U.S. Treasury securities or U.S. Treasury Bills. 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. The change in fair value is recorded as income earned on cash and investments held in Trust Account in the accompanying statements of operations.
Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet.
Offering Costs Associated with Initial Public Offering
The Company complies with the requirements of ASC
340-10-S99-1
and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are related to the Public Offering. Offering costs amounted to $13,200,196 and were allocated among Class A ordinary shares subject to possible redemption, the Public Warrants and Private Warrants, and stockholders’ deficit. The Company will keep deferred underwriting commissions classified as a long-term liability due to the uncertain nature of the closing of the Business Combination and its encumbrance to the Trust Account.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from those estimates.
Class A 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 FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A 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, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 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 sheet. The redemption value of the Class A ordinary shares is remeasured each accounting period to reflect the redemption value as of the balance sheet date with an off set to additional
paid-in
capital or retained earnings if the additional
paid-in
capital account is depleted.
 
The following reflects Class A ordinary shares subject to poss
ibl
e redemption at December 31, 2022:
 
Gross proceeds
    $ 230,000,000  
Less:
         
Offering costs allocated to Class A ordinary shares subject to possible redemption
      (12,840,366 ) 
Proceeds allocated to public warrants
      (6,009,900 ) 
Plus:
         
Remeasurement of Class A ordinary shares subject to possible redemption to redemption value
      24,600,266  
    
 
 
  
Class A ordinary shares subject to possible redemption as of December 31, 2021
      235,750,000  
Remeasurement of Class A ordinary shares subject to possible redemption to redemption value
      3,360,999  
    
 
 
  
Class A ordinary shares subject to possible redemption as of December 31, 2022
    $ 239,110,999  
    
 
 
  
 
Net Income (Loss) Per Ordinary Share
The Company applies the
two-class
method in calculating earnings per share. Earnings and losses are shared pro rata between the two classes of shares. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. At December 31, 2022 and 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary share and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the periods presented.
 
    
For the Year ended
December 31, 2022
     
For the period from 
April 20, 2021
(inception) through
 September 30, 2021
  
Class A ordinary shares
                  
Numerator:
                  
Allocation of net
income (loss)
    $ 9,159,517      $ (374,722 ) 
Denominator:
                  
Basic and diluted weighted average shares outstanding
      23,000,000        23,000,000  
    
 
 
     
 
 
  
Basic and diluted earnings per share
   
$
0.40
 
   
$
(0.02
) 
    
 
 
     
 
 
  
Class B ordinary shares
                  
Numerator:
                  
Allocation of net income (loss)
    $ 2,289,879      $ (93,681 ) 
Denominator:
                  
Basic and diluted Weighted Average shares outstanding
      5,750,000        5,750,000  
    
 
 
     
 
 
  
Basic and diluted earnings per share
   
$
0.40
 
   
$
(0.02
) 
    
 
 
     
 
 
  
 
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company had no deferred tax assets as of December 31, 2022 and 2021.
FASB 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. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021. 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 is considered an exempted Cayman Islands company 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.
Derivative Warrant Liabilities
The Company does not use derivative instruments to hedge its exposures to cash flow, mar
ket, or foreig
n currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). 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 with the change in fair value recognized in the Company’s statements of operations. The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. At December 31, 2022 and 2021, the fair value of derivative warrant liabilities was $495,000 and 12,392,500, respectively. For the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021, the Company recognized unrealized gains of $11,897,500 and $555,100, respectively, in change of fair value of derivative warrant liabilities in the statements of operations.
 
Value of Financial Instruments
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, an exit price, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value, includes:
 
  •  
Level 1 – Observable inputs for identical assets or liabilities such as quoted prices in active markets;
 
  •  
Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable; and
 
  •  
Level 3 – Unobservable inputs in which little or no market data exists, which are therefore developed by the Company using estimates and assumptions that reflect those that a market participant would use.
Concentration of Credit Risk
The Company’s cash is held on deposit in accounts at a large financial institution in amounts in excess of the Federal Deposit Insurance Corporation, or FDIC, insurance coverage limit of $250,000. At December 31, 2022 and 2021, the Company held $92,674 and $1,090,391 at the bank. The Company has not experienced losses on this account as of December 31, 2022.
Stock-Based Compensation
Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation–Stock Compensation”, which requires recognition in the financial statements of the cost of employee,
non-employee
and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. For the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021, the Company recognized $1,510,400 and $251,733, respectively, of stock-based compensation related to founder shares in the general and administrative expenses in the accompanying statements of operations.
Recent Accounting Pronouncements
In August 2020, the 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)
(“ASU
2020-06”)
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. As a smaller reporting company, ASU
2020-06
is effective January 1, 2024, for fiscal years beginning after December 15, 2023, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU
2020-06
on January 1, 2022. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.
The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s audited financial statements.
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Initial Public Offering
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Initial Public Offering
Note 3 — Initial Public Offering
On November 8, 2021, the Company consummated its Initial Public Offering of 23,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A ordinary shares, and
one-half
of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A ordinary shares at a price of $11.50 per share, subject to adjustment (see Note 6).
XML 21 R10.htm IDEA: XBRL DOCUMENT v3.23.1
Related Party Transactions
 12 Months Ended
Dec. 31, 2022
Related Party Transactions [Abstract]  
Related Party Transactions
Note 4 — Related Party Transactions
Founder Shares
In April 2021, the Sponsor acquired 5,750,000 founder shares (the “Founder Shares”) for an aggregate purchase price of $25,000, consisting of 5,750,000 Class B founder shares. Prior to the initial investment in the Company of $25,000 by our Sponsor, we had no assets, tangible or intangible. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued. On July 23, 2021, our sponsor transferred, for no consideration, 50,000 founder shares to each of our three independent directors, 10,000 founder shares to each of the two members of the Company’s board of advisors, 50,000 founder shares to Ryan Goepel, our Chief Financial Officer, and 75,000
 founder shares to Jeremy Falk, our Chief Operating Officer. The fair value of the founder shares as of the date granted was $
1,888,000. The founder shares are accounted for as stock-based compensation, amortized on a straight-line basis over the life of the Company, or 15 months.
The Class B founder shares will automatically convert into Class A ordinary shares on the first business day following the completion of our initial Business Combination, at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class B founder shares will equal, in the aggregate on an
as-converted
basis, 15% of the sum of (i) the total number of all Class A ordinary shares issued and outstanding upon completion of our Initial Public Offering (including any over-allotment shares if the underwriters exercise their overallotment option), plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion of the Class B founder shares plus (iii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding (x) any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination, and (y) any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of working capital loans. Prior to our initial Business Combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors.
 
Administrative Services Agreement
The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay to the Company’s sponsor a total of $10,000 per month, for up to 15 months for office space, utilities, secretarial support and administrative services. Upon completion of the Company’s initial business combination, the Company will cease paying these monthly fees. Effective March 31, 2022, the Company and Sponsor terminated the agreement and agreed to waive any accrued fees from inceptions. As of December 31, 2022 and 2021, no fees were due to the Sponsor.
Employee Compensation
The Company has an agreement with three key employees to pay Mr. Falk, Mr. Wegel, and Mr. Goepel $20,000, $5,000, and $2,500 per month, respectively, in respect of services to be provided to us in advance of the completion of our initial Business Combination. The Company prepaid Mr. Goepel and Mr. Wegel their January 2023 compensation in December 2022 resulting in $7,500 being included in prepaid expenses and other current assets as of December 31, 2022 in the accompanying balance sheets. There
were
no related party transactions included in prepaid expenses as of December 31, 2021.
Related Party Extension Loans
As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination by an additional nine months (for a total of 24 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Company’s sponsor and its affiliates or designees must deposit into the Trust Account $0.10 per unit for an aggregate of $2,300,000
. Any such payments would be made in the form of a loan. The terms of the loan have not yet been negotiated. If the Company completes a Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. If the Company does not complete a Business Combination, the Company will not repay such loan.
Promissory Note – Related Party
On April 30, 2021, the Company entered into a promissory note with the Sponsor, pursuant to which the Company could borrow up to $300,000. Entire principal balance of the note was payable on the earlier of (i) the date on which the Company consummates an initial public offering of its securities or (ii) December 31, 2021. The promissory note does not bear interest and did not require collateral. The Company borrowed a total of $104,893 from inception through December 31, 2021 and repaid $14,850 during the same period. The outstanding balance of the promissory note was $90,043 as of December 31, 2021, which was fully repaid during the twelve months ended December 31, 2022.
Due to Related Party
As of December 31, 2022 and 2021, the balance was $2,388 and $0, respectively. The entire balance represented expenses paid by the Sponsor and Officers on behalf of the Company.
Private Placement Warrants
The Sponsor has purchased an aggregate of 13,250,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or approximately $13.25 million in the aggregate in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per ordinary share. A portion of the proceeds from the sale of the private placement warrants to the Sponsor was added to the proceeds from the
 
Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be
non-redeemable
(except as described below in Note 6 under “Warrants — Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00”) so long as they are held by the initial purchasers or their permitted transferees.
The purchasers of the Private Placement Warrants will agree, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination.
Working Capital Loans
In addition, in order to finance transaction costs in connection with a 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 (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2022 and 2021, the Company had $0 in borrowings under the Working Capital Loans.
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Commitments and Contingencies
 12 Months Ended
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
Note 5 — Commitments & Contingencies
Registration Rights
The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), are entitled to registration rights pursuant to a registration rights agreement. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable
lock-up
period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate, payable upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or $8,050,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Investment Advisory Agreement
On January 20, 2023, the Company entered into an investment advisory agreement with Genaesis, LLC (“Genaesis”) pursuant to which Genaesis will serve as the
non-exclusive
transaction advisor in connection with the potential identification and introduction of candidates to the Company for a business acquisition, or financing or equity investment in the Company. If the Company enters into a letter of intent with a potential target introduced by Genaesis within 24 months of this agreement, it shall pay Genaesis a 1% “Success fee” of the capital committed by the Company for the business acquisition.
 
In the event that the Company consummates a transaction facilitated by Genaesis, Genaesis is entitled to charge appropriate expenses for its services to the Company for placing an announcement and/or press release on their behalf.
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Warrant Liabilities
 12 Months Ended
Dec. 31, 2022
Warrant Liabilities [Abstract]  
Warrant liabilities
Note 6 — Warrant Liabilities
Public Warrants may only be exercised for a whole number of shares. No fractiona
l Pub
lic Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under certain circumstances as a result of (i) the Company’s failure to have an effective registration statement by the 60th business day after the closing of the initial Business Combination or (ii) a notice of redemption described under “Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00”). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. 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 elects, it will not be required to file or maintain in effect a 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.
The Private Placement Warrants are identical to the Public Warrants, except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) are subject to registration rights.
Redemption of warrants when the price per share of Class
 A ordinary shares 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 a minimum of 30 days’ prior written notice of redemption; and
 
  •  
if, and only if the last reported sale price of Class A ordinary shares for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted).
The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the
30-day
redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised.
Redemption of warrants when the price per share of Class
 A ordinary shares equals or exceeds $10.00
: Once the warrants become exercisable, the Company may redeem the outstanding warrants:
 
  •  
in whole and not in part;
 
  •  
at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis after receiving notice of redemption but prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares;
 
  •  
if, and only if the Reference Value equals or exceeds $10.00 per share (as adjusted); and
 
  •  
if, and only if the Reference Value is less than $18.00 per share (as adjusted), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants. The “fair market value” of Class A ordinary shares shall mean the volume-weighted average price of Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).
In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
As of December 31, 2022 and 2021, the Company recognized a $495,000 and $12,392,500, respectively, of derivative warrant liability on its balance sheet. This is a reduction in the derivative warrant liability of $11,897,500
, with the change in fair value reported on the Company’s statements of operations as an unrealized gain for the year ended December 31, 2022. The Company reported a unrealized gain of $
555,100 for the period from April 20, 2021 (inception) through December 31, 2021.
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Stockholders' Deficit
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Stockholders' Deficit
Note 7 — Stockholders’ Deficit
Class
 A Ordinary Shares
— The Company is authorized to issue 800,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of December 31, 2022, there were no Class A ordinary shares issued and outstanding, excluding 23,000,000 shares subject to possible redemption.
Class
 B Ordinary Shares
— The Company is authorized to issue 199,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of December 31, 2022, 5,750,000 Class B ordinary shares were issued and outstanding. Each Class B ordinary share has 10 votes.
 
Holders of the Class A ordinary shares and holders of the 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 or stock exchange rule; provided that only holders of the Class B ordinary shares shall have the right to vote on the election of the Company’s directors prior to the initial Business Combination.
Preferred Shares
— The Company is authorized to issue 1,000,000 preferred shares, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2022, there were no preferred shares issued or outstanding.
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Fair Value Measurements
 12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
Fair Value Measurements
Note 8 — Fair Value Measurements
The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are
re-measured
and reported at fair value at each reporting period, and
non-financial
assets and liabilities that are
re-measured
and reported at fair value at least annually.
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
 
Level 1:    Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
   
Level 2:    Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
   
Level 3:    Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
 
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair
value
:
 
Description
   
Level
     
December 31,
2022
     
December 31,
2021
  
Assets:
                           
Cash and investments held in Trust Account
      1      $ 239,110,999      $ 235,757,582  
Liabilities:
                           
Warrant Liability – Public Warrants
      1      $ 230,000      $ 5,635,000  
Warrant Liability – Private Placement Warrants
      3      $ 265,000      $ 6,757,500  
 
The warrants are accounted for as liabilities in accordance with ASC
815-40
and are presented within derivative warrant liabilities on the accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the change in fair value of derivative warrant liabilities in the statements of operations.
The Private Placement Warrants were valued as of December 31, 2022 and December 31, 2021 using a Monte Carlo simulation, which is considered to be a Level 3 fair value measurement. The Monte Carlo simulation’s primary unobservable input utilized in determining the fair value of the Warrants is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination was
2
%, which was estimated based on the observed success rates of business combinations for special purpose acquisition companies. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. As of December 31, 2022 and 2021, the Public Warrants were valued using the level 1 quoted prices in an active market.
The public warrants began separately trading on December 30, 2021, and therefore were transferred out of a Level 3 investment into a Level 1 investment.
The following table presents the inputs used regarding Level 3 fair value measurements:
 
Input
   
December 31, 2022
    
December 31, 2021
  
Risk-free interest rate
      3.99 %      1.26 % 
Expected term (years)
      5.24       5.50  
Expected volatility
      2.00 %      10.00 % 
Exercise price
    $ 11.50     $ 11.50  
Unit Price (public)
    $ 10.37     $ 10.09  
Unit Price (private)
    $ 11.50     $ 9.87  
The following table presents the quantitative information regarding Level 3 fair value measurements:
 
 
  
Private
Placement
 
  
Public
 
  
Warrant
Liabilities
 
Fair value as of April 20, 2021 (inception)
    $ —        $ —        $ —    
Initial measurement on September 30, 2021
      6,937,700        6,009,900        12,947,600  
Change in valuation inputs and other assumptions
      (180,200 )       (374,900 )       (555,100 ) 
Public warrants transfer to level 1
      —          (5,635,000 )       (5,635,000 ) 
    
 
 
     
 
 
     
 
 
  
Fair value as of December 31, 2021
      6,757,500        —          6,757,500  
Change in valuation inputs and other assumptions
      (6,492,500 )       —        (6,492,500 ) 
    
 
 
     
 
 
     
 
 
  
Fair value as of December 31, 2022
    $ 265,000      $ —        $ 265,000  
    
 
 
     
 
 
     
 
 
  
XML 26 R15.htm IDEA: XBRL DOCUMENT v3.23.1
Subsequent Events
 12 Months Ended
Dec. 31, 2022
Subsequent Events [Abstract]  
Subsequent Events
Note 9 — Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued and determined that there have been no events that have occurred that would require adjustments to the disclosures in the financial statements, other than as described below.
On January 20, 2023, the Company entered into an investment advisory agreement with Genaesis, LLC (“Genaesis”) pursuant to which Genaesis will serve as the
non-exclusive
transaction advisor in connection with the potential identification and introduction of candidates to the Company for a business acquisition, or financing or equity investment in the Company. If the Company consummates a business acquisition with a potential target introduced by Genaesis within 24 months of this agreement, it will pay Genaesis a
 
1
%
“Success fee” of the capital committed by the Company to the business acquisition.
In the event that the Company consummates a transaction facilitated by Genaesis, Genaesis is entitled to charge appropriate expenses for its services to the Company for placing an announcement and/or press release on their behalf.
On January 27, 2023, at an extraordinary general meeting (“Extraordinary General Meeting”) of the Company’s stockholders, the Company’s stockholders approved the amendment to the Company’s investment management trust agreement, dated as of November 3, 2021, by and between the Company and Continental Stock Transfer & Trust Company, LLC (the “Trust Agreement Amendment”). Pursuant to the Trust Agreement Amendment, the Company will deposit $330,000 into the Company’s trust account (the “Trust Account”), for each
one-month
extension.
In connection with the Trust Agreement Amendment, AVi8 Acquisition LLC (the “Sponsor”) has agreed to make available to the Company an aggregate amount of up to $4,000,000 pursuant to a promissory note in favor of the Sponsor (the “Note”).
The Sponsor may elect to convert up to $1,500,000 of the outstanding principal balance of the Note into warrants to purchase shares of Class A ordinary shares of the Company at a conversion price equal to $1.00 per warrant. The terms of such warrants issued in connection with such conversion shall be identical to the warrants issued to the Sponsor in connection with the Company’s initial public offering that closed on November 8, 2021. The Note does not bear interest. In the event that the Company does not consummate a business combination, the Note will be repaid only from amounts remaining outside of the Company’s trust account, if any.
The proceeds of the Note will be used by the Company to deposit additional funds to the trust account in connection with the extension of the amount of time the Company has available to complete a business combination and to fund the Company’s operations.
At the Extraordinary General Meeting, the shareholders of the Company approved an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial business combination up to nine (9) times for an additional one (1) month each time from February 8, 2023 to November 8, 2023 (which is 24 months from the closing of the Company’s initial public offering). Under Cayman Islands law, the Charter Amendment took effect upon approval by the shareholders.
At the Extraordinary General Meeting, holders of 24,144,029 ordinary shares, comprised of 18,394,029 Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), and 5,750,000 Class B ordinary shares, par value $0.0001 per share (together with Class A Ordinary Shares, the “Ordinary Shares”), were present in person or by proxy, representing approximately 83.98% of the voting power of the 28,750,000 issued and outstanding ordinary shares of Talon (“Outstanding Shares”) entitled to vote at the Extraordinary General Meeting as of the close of business on January 9, 2023, which was the record date for the Extraordinary General Meeting.
 
In connection with the Extraordinary General Meeting, shareholders elected to redeem an aggregate of 13,317,392 Class A Ordinary Shares at a redemption price of approximately $10.41 per share (the “Redemption”), for an aggregate redemption amount of approximately $138,639,176. Following such redemptions, approximately $100,799,675
remained in the Talon trust account (the “Trust Account”), not including the extension payment of
$330,000.
At the Extraordinary General Meeting, the Company’s shareholders approved the proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Extension Amendment”) to give the Company the right to extend the date by which it has to consummate a business combination from February 8, 2023 up to 9 times for an additional one (1) month each time up to November 8, 2023 (i.e., for a period of time ending up to 24 months after the consummation of its initial public offering).
XML 27 R16.htm IDEA: XBRL DOCUMENT v3.23.1
Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company
Emerging Growth Company
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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 an emerging growth 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 an 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 financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition p
eriod
difficult or impossible because of the potential differences in accounting standards used.
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. The Company did not have any cash equivalents as of December 31, 2022 and 2021.
Cash and Investments held in Trust Account
Cash and Investments held in Trust Account
As of December 31, 2022 and 2021, all of the assets held in the Trust Account were invested in a money market fund that only invests in U.S. Treasury securities or U.S. Treasury Bills. 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. The change in fair value is recorded as income earned on cash and investments held in Trust Account in the accompanying statements of operations.
Financial Instruments
Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet.
Offering Costs Associated with Initial Public Offering
Offering Costs Associated with Initial Public Offering
The Company complies with the requirements of ASC
340-10-S99-1
and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are related to the Public Offering. Offering costs amounted to $13,200,196 and were allocated among Class A ordinary shares subject to possible redemption, the Public Warrants and Private Warrants, and stockholders’ deficit. The Company will keep deferred underwriting commissions classified as a long-term liability due to the uncertain nature of the closing of the Business Combination and its encumbrance to the Trust Account.
Use of Estimates
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from those estimates.
Class A Ordinary Shares Subject to Possible Redemption
Class A 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 FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A 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, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 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 sheet. The redemption value of the Class A ordinary shares is remeasured each accounting period to reflect the redemption value as of the balance sheet date with an off set to additional
paid-in
capital or retained earnings if the additional
paid-in
capital account is depleted.
 
The following reflects Class A ordinary shares subject to poss
ibl
e redemption at December 31, 2022:
 
Gross proceeds
    $ 230,000,000  
Less:
         
Offering costs allocated to Class A ordinary shares subject to possible redemption
      (12,840,366 ) 
Proceeds allocated to public warrants
      (6,009,900 ) 
Plus:
         
Remeasurement of Class A ordinary shares subject to possible redemption to redemption value
      24,600,266  
    
 
 
  
Class A ordinary shares subject to possible redemption as of December 31, 2021
      235,750,000  
Remeasurement of Class A ordinary shares subject to possible redemption to redemption value
      3,360,999  
    
 
 
  
Class A ordinary shares subject to possible redemption as of December 31, 2022
    $ 239,110,999  
    
 
 
  
Net Income (Loss) Per Ordinary Share
Net Income (Loss) Per Ordinary Share
The Company applies the
two-class
method in calculating earnings per share. Earnings and losses are shared pro rata between the two classes of shares. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. At December 31, 2022 and 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary share and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the periods presented.
 
    
For the Year ended
December 31, 2022
     
For the period from 
April 20, 2021
(inception) through
 September 30, 2021
  
Class A ordinary shares
                  
Numerator:
                  
Allocation of net
income (loss)
    $ 9,159,517      $ (374,722 ) 
Denominator:
                  
Basic and diluted weighted average shares outstanding
      23,000,000        23,000,000  
    
 
 
     
 
 
  
Basic and diluted earnings per share
   
$
0.40
 
   
$
(0.02
) 
    
 
 
     
 
 
  
Class B ordinary shares
                  
Numerator:
                  
Allocation of net income (loss)
    $ 2,289,879      $ (93,681 ) 
Denominator:
                  
Basic and diluted Weighted Average shares outstanding
      5,750,000        5,750,000  
    
 
 
     
 
 
  
Basic and diluted earnings per share
   
$
0.40
 
   
$
(0.02
) 
    
 
 
     
 
 
  
Income Taxes
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company had no deferred tax assets as of December 31, 2022 and 2021.
FASB 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. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021. 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 is considered an exempted Cayman Islands company 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.
Derivatives Warrant Liabilities
Derivative Warrant Liabilities
The Company does not use derivative instruments to hedge its exposures to cash flow, mar
ket, or foreig
n currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). 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 with the change in fair value recognized in the Company’s statements of operations. The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. At December 31, 2022 and 2021, the fair value of derivative warrant liabilities was $495,000 and 12,392,500, respectively. For the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021, the Company recognized unrealized gains of $11,897,500 and $555,100, respectively, in change of fair value of derivative warrant liabilities in the statements of operations.
Value of Financial Instruments
Value of Financial Instruments
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, an exit price, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value, includes:
 
  •  
Level 1 – Observable inputs for identical assets or liabilities such as quoted prices in active markets;
 
  •  
Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable; and
 
  •  
Level 3 – Unobservable inputs in which little or no market data exists, which are therefore developed by the Company using estimates and assumptions that reflect those that a market participant would use.
Concentration of Credit Risk
Concentration of Credit Risk
The Company’s cash is held on deposit in accounts at a large financial institution in amounts in excess of the Federal Deposit Insurance Corporation, or FDIC, insurance coverage limit of $250,000. At December 31, 2022 and 2021, the Company held $92,674 and $1,090,391 at the bank. The Company has not experienced losses on this account as of December 31, 2022.
Stock-Based Compensation
Stock-Based Compensation
Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation–Stock Compensation”, which requires recognition in the financial statements of the cost of employee,
non-employee
and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. For the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021, the Company recognized $1,510,400 and $251,733, respectively, of stock-based compensation related to founder shares in the general and administrative expenses in the accompanying statements of operations.
Recent Accounting Pronouncements
Recent Accounting Pronouncements
In August 2020, the 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)
(“ASU
2020-06”)
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. As a smaller reporting company, ASU
2020-06
is effective January 1, 2024, for fiscal years beginning after December 15, 2023, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU
2020-06
on January 1, 2022. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.
The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s audited financial statements.
XML 28 R17.htm IDEA: XBRL DOCUMENT v3.23.1
Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Summary of Temporary Equity
The following reflects Class A ordinary shares subject to poss
ibl
e redemption at December 31, 2022:
 
Gross proceeds
    $ 230,000,000  
Less:
         
Offering costs allocated to Class A ordinary shares subject to possible redemption
      (12,840,366 ) 
Proceeds allocated to public warrants
      (6,009,900 ) 
Plus:
         
Remeasurement of Class A ordinary shares subject to possible redemption to redemption value
      24,600,266  
    
 
 
  
Class A ordinary shares subject to possible redemption as of December 31, 2021
      235,750,000  
Remeasurement of Class A ordinary shares subject to possible redemption to redemption value
      3,360,999  
    
 
 
  
Class A ordinary shares subject to possible redemption as of December 31, 2022
    $ 239,110,999  
    
 
 
  
Reconciliation of Net Loss Per Ordinary Share As a result, diluted income per share is the same as basic income per share for the periods presented.
 
    
For the Year ended
December 31, 2022
     
For the period from 
April 20, 2021
(inception) through
 September 30, 2021
  
Class A ordinary shares
                  
Numerator:
                  
Allocation of net
income (loss)
    $ 9,159,517      $ (374,722 ) 
Denominator:
                  
Basic and diluted weighted average shares outstanding
      23,000,000        23,000,000  
    
 
 
     
 
 
  
Basic and diluted earnings per share
   
$
0.40
 
   
$
(0.02
) 
    
 
 
     
 
 
  
Class B ordinary shares
                  
Numerator:
                  
Allocation of net income (loss)
    $ 2,289,879      $ (93,681 ) 
Denominator:
                  
Basic and diluted Weighted Average shares outstanding
      5,750,000        5,750,000  
    
 
 
     
 
 
  
Basic and diluted earnings per share
   
$
0.40
 
   
$
(0.02
) 
    
 
 
     
 
 
  
XML 29 R18.htm IDEA: XBRL DOCUMENT v3.23.1
Fair Value Measurements (Tables)
 12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair
value
:
 
Description
   
Level
     
December 31,
2022
     
December 31,
2021
  
Assets:
                           
Cash and investments held in Trust Account
      1      $ 239,110,999      $ 235,757,582  
Liabilities:
                           
Warrant Liability – Public Warrants
      1      $ 230,000      $ 5,635,000  
Warrant Liability – Private Placement Warrants
      3      $ 265,000      $ 6,757,500  
Summary of Fair Value Measurements
The following table presents the inputs used regarding Level 3 fair value measurements:
 
Input
   
December 31, 2022
    
December 31, 2021
  
Risk-free interest rate
      3.99 %      1.26 % 
Expected term (years)
      5.24       5.50  
Expected volatility
      2.00 %      10.00 % 
Exercise price
    $ 11.50     $ 11.50  
Unit Price (public)
    $ 10.37     $ 10.09  
Unit Price (private)
    $ 11.50     $ 9.87  
Summary fair value of Level 3 warrant liabilities
The following table presents the quantitative information regarding Level 3 fair value measurements:
 
 
  
Private
Placement
 
  
Public
 
  
Warrant
Liabilities
 
Fair value as of April 20, 2021 (inception)
    $ —        $ —        $ —    
Initial measurement on September 30, 2021
      6,937,700        6,009,900        12,947,600  
Change in valuation inputs and other assumptions
      (180,200 )       (374,900 )       (555,100 ) 
Public warrants transfer to level 1
      —          (5,635,000 )       (5,635,000 ) 
    
 
 
     
 
 
     
 
 
  
Fair value as of December 31, 2021
      6,757,500        —          6,757,500  
Change in valuation inputs and other assumptions
      (6,492,500 )       —        (6,492,500 ) 
    
 
 
     
 
 
     
 
 
  
Fair value as of December 31, 2022
    $ 265,000      $ —        $ 265,000  
    
 
 
     
 
 
     
 
 
  
XML 30 R19.htm IDEA: XBRL DOCUMENT v3.23.1
Organization, Business Operations and Going Concern - Additional Information (Detail) - USD ($)
 8 Months Ended 12 Months Ended
Nov. 08, 2021
Dec. 31, 2021
Dec. 31, 2022
Organization Consolidation And Presentation Of Financial Statements [Line Items]      
Company incorporation date of incorporation     Apr. 20, 2021
Cash   $ 1,090,391 $ 92,674
Prospective assets of acquiree as a percentage of fair value of assets in the trust account     80.00%
Term of restricted investments     180 days
Per share value of restricted asset     $ 10.25
Percentage of public shares to be redeemed in case business combination is not consummated     100.00%
Period within which business combination shall be consummated from the consummation of initial public offer     15 months
Expenses payable on dissolution     $ 100,000
working capital     335,839
Assets Held-in-trust     $ 235,750,000
Share Price     $ 0.1
Cash deposited in Trust Account per Unit     $ 10.25
Modified Period within which business combination shall be consummated from the consummation of initial public offer     24 months
Flow from BS   235,757,582 $ 239,110,999
Proceeds from the issuance of common stock   $ 25,000 0
Payments of Stock Issuance Costs     $ 3,826,521
Percentage of excise tax on shares repurchased     1.00%
Other Investee [Member]      
Organization Consolidation And Presentation Of Financial Statements [Line Items]      
Equity method investment ownership percentage     50.00%
Sponsor [Member]      
Organization Consolidation And Presentation Of Financial Statements [Line Items]      
Minimum notice period to be given to the holders of Proposed Public Offering     15 months
Additional notice period to be given to the holders of Proposed Public Offering     9 months
Advance notice period to be given to the holders of Proposed Public Offering     5 days
From The Completion Of Initial Public Offer [Member]      
Organization Consolidation And Presentation Of Financial Statements [Line Items]      
Minimum notice period to be given to the holders of Proposed Public Offering     15 days
Private Placement Warrants [Member]      
Organization Consolidation And Presentation Of Financial Statements [Line Items]      
Share Price     $ 18
IPO [Member]      
Organization Consolidation And Presentation Of Financial Statements [Line Items]      
Stock issued during the period shares     23,000,000
Assets Held-in-trust     $ 330,000
Share Price     $ 0.06
Over-Allotment Option [Member]      
Organization Consolidation And Presentation Of Financial Statements [Line Items]      
Sale of stock issue price per share     $ 10
Class of warrants or rights warrants issued during the period units     13,250,000
Assets Held-in-trust     $ 2,300,000
Over-Allotment Option [Member] | Private Placement Warrants [Member]      
Organization Consolidation And Presentation Of Financial Statements [Line Items]      
Class of warrants or rights warrants issued during the period units     13,250,000
Class A Ordinary Shares [Member]      
Organization Consolidation And Presentation Of Financial Statements [Line Items]      
Common stock par or stated value per share   $ 0.0001 $ 0.0001
Class A Ordinary Shares [Member] | Private Placement Warrants [Member]      
Organization Consolidation And Presentation Of Financial Statements [Line Items]      
Proceeds from the issuance of common stock     $ 238,650,000
Class A Ordinary Shares [Member] | IPO [Member]      
Organization Consolidation And Presentation Of Financial Statements [Line Items]      
Stock issued during the period shares 23,000,000    
Class of warrants or rights number of shares called by each warrant or right 1   1
Sale of stock issue price per share $ 10    
XML 31 R20.htm IDEA: XBRL DOCUMENT v3.23.1
Significant Accounting Policies - Summary of Temporary Equity (Detail) - USD ($)
 8 Months Ended 12 Months Ended
Dec. 31, 2021
Dec. 31, 2022
Financing Receivable, Impaired [Line Items]    
Class A ordinary shares subject to possible redemption $ 235,750,000 $ 239,110,999
Class A Common Stock Subject To Possible Redemption [Member]    
Financing Receivable, Impaired [Line Items]    
Gross proceeds 230,000,000  
Offering costs allocated to Class A ordinary shares subject to possible redemption (12,840,366)  
Proceeds allocated to public warrants (6,009,900)  
Remeasurement of Class A ordinary shares subject to possible redemption to redemption value 24,600,266 3,360,999
Class A ordinary shares subject to possible redemption $ 235,750,000 $ 239,110,999
XML 32 R21.htm IDEA: XBRL DOCUMENT v3.23.1
Significant Accounting Policies - Reconciliation Of Net Loss Per Ordinary Share (Detail) - USD ($)
 5 Months Ended 8 Months Ended 12 Months Ended
Sep. 30, 2021
Dec. 31, 2021
Dec. 31, 2022
Basic and diluted net loss per ordinary share      
Allocation of net income (loss)   $ (468,403) $ 11,449,396
Class A Ordinary Shares [Member]      
Basic and diluted net loss per ordinary share      
Allocation of net income (loss) $ (374,722)   $ 9,159,517
Basic weighted average shares outstanding 23,000,000 23,000,000 23,000,000
Diluted weighted average shares outstanding 23,000,000 23,000,000 23,000,000
Basic earnings per share $ (0.02) $ (0.02) $ 0.4
Diluted earnings per share $ (0.02) $ (0.02) $ 0.4
Class B Ordinary SharesClass A Ordinary Shares [Member]      
Basic and diluted net loss per ordinary share      
Allocation of net income (loss) $ (93,681)   $ 2,289,879
Basic weighted average shares outstanding 5,750,000 5,750,000 5,750,000
Diluted weighted average shares outstanding 5,750,000 5,750,000 5,750,000
Basic earnings per share $ (0.02) $ (0.02) $ 0.4
Diluted earnings per share $ (0.02) $ (0.02) $ 0.4
XML 33 R22.htm IDEA: XBRL DOCUMENT v3.23.1
Significant Accounting Policies - Additional Information (Detail) - USD ($)
 8 Months Ended 12 Months Ended
Dec. 31, 2021
Dec. 31, 2022
Accounting Policies [Line Items]    
Cash Equivalents $ 0 $ 0
Cash, FDIC Insured Amount   250,000
Unrecognized tax benefits   0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense   0
Income tax provision   0
Derivative warrant liabilities 12,392,500 495,000
Unrealized Gain loss on derivatives 555,100 11,897,500
Cash 1,090,391 92,674
Offering costs   13,200,196
Stock based compensation $ 251,733 $ 1,510,400
XML 34 R23.htm IDEA: XBRL DOCUMENT v3.23.1
Initial Public Offering - Additional Information (Detail) - IPO [Member] - $ / shares
 12 Months Ended
Nov. 08, 2021
Dec. 31, 2022
Class of Stock [Line Items]    
Stock issued during the period shares   23,000,000
Class A Ordinary Shares [Member]    
Class of Stock [Line Items]    
Stock issued during the period shares 23,000,000  
Class of warrants or rights number of shares called by each warrant or right 1 1
Class of warrants or rights exercise price per share $ 11.5  
Sale of stock issue price per share $ 10  
XML 35 R24.htm IDEA: XBRL DOCUMENT v3.23.1
Related Party Transactions - Additional Information (Detail)
 8 Months Ended 12 Months Ended
Jul. 23, 2021
USD ($)
boardofadvisornominees
shares
Apr. 30, 2021
USD ($)
shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
boardofadvisornominees
$ / shares
shares
Related Party Transaction [Line Items]        
Stock shares issued during the period for services value     $ 25,000  
Share Price | $ / shares       $ 0.1
Working capital loans convertible into equity warrants       $ 1,500,000
Debt instrument conversion price per share | $ / shares       $ 1
Assets Held-in-trust       $ 235,750,000
Temporary equity redemption price per share | $ / shares     $ 10.25 $ 10.4
Fair value of shares       $ 1,888,000
Due to related party     $ 0 2,388
Prepaid expenses and other current assets     $ 828,996 $ 315,459
Private Placement Warrants [Member]        
Related Party Transaction [Line Items]        
Share Price | $ / shares       $ 18
Class of warrants or rights warrants issued issue price per warrant | $ / shares       $ 1
Minimum notice period to be given to the holders of warrants       30 days
Over-Allotment Option [Member]        
Related Party Transaction [Line Items]        
Assets Held-in-trust       $ 2,300,000
Class of warrants or rights warrants issued during the period units | shares       13,250,000
Over-Allotment Option [Member] | Private Placement Warrants [Member]        
Related Party Transaction [Line Items]        
Class of warrants or rights warrants issued during the period units | shares       13,250,000
Proceeds from the issuance of warrants       $ 13,250,000
Additional Time given for Completion of Business Combination [Member]        
Related Party Transaction [Line Items]        
Total notice period to be given to the holders of Proposed Public Offering     24 months  
Additional notice period to be given to the holders of Proposed Public Offering       9 months
Promissory Note [Member]        
Related Party Transaction [Line Items]        
Debt instrument face value       $ 104,893
Repayments of Debt       14,850
Long-term Debt     $ 90,043 90,043
Administrative Services Agreement [Member]        
Related Party Transaction [Line Items]        
Related party transaction fees payable per month       $ 10,000
Related party transaction modified period       15 months
Employee Compensation [Member]        
Related Party Transaction [Line Items]        
Prepaid expenses     0  
Employee Compensation [Member] | Key Employees [Member]        
Related Party Transaction [Line Items]        
Number of members | boardofadvisornominees       3
Sponsor [Member]        
Related Party Transaction [Line Items]        
Stock shares issued during the period for services shares | shares   5,750,000    
Stock shares issued during the period for services value $ 0 $ 25,000    
Equity Method Investments   $ 25,000    
Additional notice period to be given to the holders of Proposed Public Offering       9 months
Due to the Sponsor     $ 0 $ 0
Sponsor [Member] | Director [Member]        
Related Party Transaction [Line Items]        
Stock shares issued during the period for services shares | shares 50,000      
Number of members | boardofadvisornominees 3      
Sponsor [Member] | Chief Financial Officer [Member]        
Related Party Transaction [Line Items]        
Stock shares issued during the period for services shares | shares 50,000      
Stock shares issued during the period for services value $ 75,000      
Sponsor [Member] | Board of Advisor [Member]        
Related Party Transaction [Line Items]        
Stock shares issued during the period for services shares | shares 10,000      
Number of members | boardofadvisornominees 2      
Sponsor [Member] | Promissory Note [Member]        
Related Party Transaction [Line Items]        
Debt instrument face value       $ 300,000
Debt Instrument, Interest Rate, Stated Percentage       0.00%
Sponsor [Member] | Working Capital Loans [Member]        
Related Party Transaction [Line Items]        
Bank overdrafts       $ 0
Mr.falk [Member] | Employee Compensation [Member] | Key Employees [Member]        
Related Party Transaction [Line Items]        
Related party transaction fees payable per month       20,000
Mr. Wegel [Member] | Employee Compensation [Member] | Key Employees [Member]        
Related Party Transaction [Line Items]        
Related party transaction fees payable per month       5,000
Mr. Goepel [Member] | Employee Compensation [Member] | Key Employees [Member]        
Related Party Transaction [Line Items]        
Related party transaction fees payable per month       2,500
Mr.Goepel and Mr.Wegel [Member] | Employee Compensation [Member]        
Related Party Transaction [Line Items]        
Prepaid expenses and other current assets       $ 7,500
Common Class A [Member] | Private Placement Warrants [Member]        
Related Party Transaction [Line Items]        
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Temporary equity redemption price per share | $ / shares       $ 10
Class B Founder shares [Member]        
Related Party Transaction [Line Items]        
Common Stock, Conversion Basis     15  
Class B Founder shares [Member] | Sponsor [Member]        
Related Party Transaction [Line Items]        
Stock shares issued during the period for services shares | shares   5,750,000    
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Commitments and Contingencies - Additional Information (Detail) - USD ($)
 12 Months Ended
Jan. 20, 2023
Dec. 31, 2022
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Underwriting discount per share   $ 0.2
Deferred underwriting discount per share   $ 0.35
Over-Allotment Option [Member]    
Other Commitments [Line Items]    
Payment of underwriting discount   $ 4,600,000
Deferred underwriting commission   $ 8,050,000
Investment Advisory Agreement [Member] | Subsequent Event [Member]    
Other Commitments [Line Items]    
Success fee rate 1.00%  
XML 37 R26.htm IDEA: XBRL DOCUMENT v3.23.1
Warrant Liabilities - Additional Information (Detail) - USD ($)
 8 Months Ended 12 Months Ended
Dec. 31, 2021
Dec. 31, 2022
Warrant Liability [Line Items]    
Period after which the warrants are exercisable   30 days
Number of days after consummation of business combination within which the securities shall be registered   15 days
Number of days after which business combination within which securities registration shall be effective   60 days
Share price   $ 0.1
Changes in fair value of financial liabilities recorded in earnings $ 555,100 $ 11,897,500
Warrant liabilities 12,392,500 495,000
Unrealized gain on derivatives $ 555,100 $ 11,897,500
Private Placement Warrants [Member]    
Warrant Liability [Line Items]    
Minimum notice period to be given to the holders of warrants   30 days
Share price   $ 18
Public Warrants [Member]    
Warrant Liability [Line Items]    
Class of warrants or rights redemption price per unit   $ 0.01
Minimum notice period to be given to the holders of warrants   30 days
Public Warrants [Member] | Class A ordinary shares [Member]    
Warrant Liability [Line Items]    
Number of trading days for determining the share price   20 days
Number of consecutive trading days for determining the share price   30 days
Number Of Securities Called By Each Warrant Or Right   0.361
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Warrant Liability [Line Items]    
Class of warrants or rights redemption price per unit   $ 0.1
Minimum notice period to be given to the holders of warrants   30 days
Share price   $ 10
Trading day period to calculate volume weighted average trading price following notice of redemption   10 days
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Warrant Liability [Line Items]    
Period after which the warrants are exercisable   30 days
From The Completion Of Initial Public Offer [Member] | Private Placement Warrants [Member]    
Warrant Liability [Line Items]    
Period after which the warrants are exercisable   12 months
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Stockholders' Deficit - Additional Information (Detail) - $ / shares
Dec. 31, 2022
Dec. 31, 2021
Class of Stock [Line Items]    
Temporary equity shares outstanding 23,000,000 23,000,000
Preferred stock, shares authorized 1,000,000 1,000,000
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Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Class A Ordinary Shares [Member]    
Class of Stock [Line Items]    
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Common stock, shares issued 0 0
Common stock, shares outstanding 0 0
Class A Ordinary Shares [Member] | Common Stock [Member]    
Class of Stock [Line Items]    
Common stock, shares authorized 800,000,000  
Common stock, par value $ 0.0001  
Common stock, shares issued 0  
Common stock, shares outstanding 0  
Temporary equity shares outstanding 23,000,000  
Class B Ordinary SharesClass A Ordinary Shares [Member]    
Class of Stock [Line Items]    
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Common stock, par value $ 0.0001 $ 0.0001
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Common stock, shares outstanding 5,750,000 5,750,000
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Class of Stock [Line Items]    
Common stock, shares authorized 199,000,000  
Common stock, par value $ 0.0001  
Common stock, shares issued 5,750,000  
Common stock, shares outstanding 5,750,000  
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Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($)
Dec. 31, 2022
Dec. 31, 2021
Assets:    
Cash and investments held in Trust Account $ 235,750,000  
Level 1 [Member]    
Assets:    
Cash and investments held in Trust Account 239,110,999 $ 235,757,582
Public Warrants [Member] | Level 1 [Member]    
Liabilities:    
Derivative Liability 230,000 5,635,000
Private Placement Warrant Liabilities [Member] | Level 3 [Member]    
Liabilities:    
Derivative Liability $ 265,000 $ 6,757,500
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Fair Value Measurements - Summary Fair Value of Level 3 Warrant Liabilities (Detail) - USD ($)
 8 Months Ended 12 Months Ended
Dec. 31, 2021
Dec. 31, 2022
Private Placement Warrant [Member]    
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Fair value, Beginning balance $ 0 $ 6,757,500
Initial measurement on September 30, 2021 6,937,700  
Public warrants transfer to level 1 0  
Change in valuation inputs and other assumptions (180,200) (6,492,500)
Fair value, Ending balance 6,757,500 265,000
Public Warrant [Member]    
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Fair value, Beginning balance 0 0
Initial measurement on September 30, 2021 6,009,900  
Public warrants transfer to level 1 (5,635,000)  
Change in valuation inputs and other assumptions (374,900) 0
Fair value, Ending balance 0 0
Warrant Liabilities [Member]    
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Fair value, Beginning balance 0 6,757,500
Initial measurement on September 30, 2021 12,947,600  
Public warrants transfer to level 1 (5,635,000)  
Change in valuation inputs and other assumptions (555,100) (6,492,500)
Fair value, Ending balance $ 6,757,500 $ 265,000
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Dec. 31, 2022
yr
Dec. 31, 2021
yr
Risk-free interest rate [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Derivative liability measurement input 3.99 1.26
Expected term (years) [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Derivative liability measurement input 5.24 5.5
Expected volatility [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Derivative liability measurement input 2 10
Exercise price [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Derivative liability measurement input 11.5 11.5
Unit Price (public) [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
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Unit Price (private) [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Derivative liability measurement input 11.5 9.87
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Fair Value Measurements - Additional Information (Detail)
 12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
Percentage of probability assigned to the consummation of business combination 2.00%
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Subsequent Events - Additional Information (Detail) - USD ($)
Jan. 20, 2023
Jan. 27, 2023
Jan. 09, 2023
Dec. 31, 2022
Dec. 31, 2021
Subsequent Event [Line Items]          
Assets Held-in-trust       $ 235,750,000  
Conversion price       $ 1  
Aggregate redemption amount       23,000,000 23,000,000
Temporary equity redemption price per share       $ 10.4 $ 10.25
Other Investee [Member]          
Subsequent Event [Line Items]          
Voting power percentage       50.00%  
Common Class A [Member]          
Subsequent Event [Line Items]          
Common stock shares outstanding       0 0
Common stock par or stated value per share       $ 0.0001 $ 0.0001
Common stock shares issued       0 0
Common Class B [Member]          
Subsequent Event [Line Items]          
Common stock shares outstanding       5,750,000 5,750,000
Common stock par or stated value per share       $ 0.0001 $ 0.0001
Common stock shares issued       5,750,000 5,750,000
Common Stock [Member] | Common Class A [Member]          
Subsequent Event [Line Items]          
Common stock shares outstanding       0  
Common stock par or stated value per share       $ 0.0001  
Aggregate redemption amount       23,000,000  
Common stock shares issued       0  
Common Stock [Member] | Common Class B [Member]          
Subsequent Event [Line Items]          
Common stock shares outstanding       5,750,000  
Common stock par or stated value per share       $ 0.0001  
Common stock shares issued       5,750,000  
Subsequent Event [Member]          
Subsequent Event [Line Items]          
Assets Held-in-trust   $ 330,000      
Aggregate redemption amount   100,799,675      
Subsequent Event [Member] | Common Class A [Member]          
Subsequent Event [Line Items]          
Common stock shares outstanding   18,394,029      
Common stock par or stated value per share   $ 0.0001      
Aggregate redemption amount   13,317,392      
Temporary equity redemption price per share   $ 10.41      
Temporary equity aggregate amount of redemption requirement   $ 138,639,176      
Subsequent Event [Member] | Common Class B [Member]          
Subsequent Event [Line Items]          
Common stock shares outstanding   5,750,000      
Common stock par or stated value per share   $ 0.0001      
Subsequent Event [Member] | Common Stock [Member]          
Subsequent Event [Line Items]          
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Common stock shares issued     28,750,000    
Subsequent Event [Member] | Common Stock [Member] | Other Investee [Member]          
Subsequent Event [Line Items]          
Voting power percentage     83.98%    
Subsequent Event [Member] | AVi8 Acquisition LLC [Member]          
Subsequent Event [Line Items]          
Maximum aggregate amount   $ 4,000,000      
Subsequent Event [Member] | AVi8 Acquisition LLC [Member] | Warrant [Member]          
Subsequent Event [Line Items]          
Outstanding principal balance   $ 1,500,000      
Conversion price   $ 1      
Subsequent Event [Member] | Investment Advisory Agreement [Member]          
Subsequent Event [Line Items]          
Success fee rate 1.00%        
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E9 98-1598139 2333 Ponce de Leon Blvd Suite 630 Coral Gables 33134 786 662-3114 Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant TOACU NASDAQ Class A ordinary shares, par value $0.0001 per share TOAC NASDAQ Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share TOACW NASDAQ No No Yes Yes Non-accelerated Filer true true false false true 688 Marcum LLP Houston, TX 9682608 5750000 92674 1090391 315459 828996 408133 1919387 239110999 235757582 0 274845 239519132 237951814 741584 148907 2388 0 0 90043 743972 238950 8050000 8050000 495000 12392500 9288972 20681450 23000000 23000000 10.4 10.25 239110999 235750000 0.0001 0.0001 1000000 1000000 0 0 0 0 0 0 0.0001 0.0001 800000000 800000000 0 0 0 0 0 0 0.0001 0.0001 199000000 199000000 5750000 5750000 5750000 5750000 575 575 0 0 -8881414 -18480211 -8880839 -18479636 239519132 237951814 3826521 675422 -3826521 -675422 0 359830 11897500 555100 3378417 11749 15275917 207019 11449396 -468403 23000000 23000000 23000000 23000000 0.4 0.4 -0.02 -0.02 5750000 5750000 5750000 5750000 0.4 0.4 -0.02 -0.02 0 0 0 0 0 5750000 575 24425 25000 251733 251733 6312300 6312300 -6588458 -18011808 -24600266 -468403 -468403 5750000 575 0 -18480211 -18479636 1510400 1510400 -1510400 -1850599 -3360999 11449396 11449396 5750000 575 0 -8881414 -8880839 11449396 -468403 0 359830 1510400 251733 -11897500 -555100 3353417 11749 0 4167 -513537 828996 592677 148907 -274845 274845 2388 0 -907674 -1374456 0 235750000 0 -235750000 0 225400000 0 13250000 0 25000 0 -550196 0 104893 90043 14850 -90043 238214847 -997717 1090391 1090391 0 92674 1090391 0 225400000 0 8050000 0 12947600 3360999 0 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Note 1 — Organization, Business Operations and Going Concern </div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Talon 1 Acquisition Corp. (the “Company”) is a blank check company incorporated in Cayman Islands on April 20, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. </div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-operating</div> income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering held in trust. </div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">The Company’s sponsor is AVi8 Acquisition LLC, a Delaware limited liability company (the “Sponsor”). The Company commenced operations upon obtaining adequate financial resources through its initial public offering (the “Initial Public Offering”) of 23,000,000 units of the Company, each unit consisting of one Class A ordinary share and <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">one-half</div> of one warrant (each, a “Unit” and collectively, the “Units”), at $10.00 per Unit, which is discussed in Note 5, and the sale of 13,250,000 warrants of the Company (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor that closed simultaneously with the Initial Public Offering. In total, the Company received $238,650,000 from the sale of Class A ordinary shares and Private Placement Warrants, as described above. $235,750,000 was deposited into trust. The Company has incurred $3,826,521 in costs as of December 31, 2022 and has a deficit of $335,839 in working capital. </div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and 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 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.25 per Unit sold in the Initial Public Offering, including the proceeds from the sale of the Private Placement Warrants and the sale of forward purchase units, will be held in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer &amp; Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2a-7</div> promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. </div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company will provide the holders (the “Public Shareholders”) of the Company’s issued and outstanding Class A ordinary shares, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholders meeting called to approve the Business Combination or </div></div><div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="text-align: center; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">(ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.25 per Public Share). The <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">per-share</div> amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. </div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">The Certificate of Incorporation provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial shareholders”) have agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to shareholder’s rights or <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">pre-initial</div> Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. </div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company has until 15 months from the closing of the Initial Public Offering to consummate a Business Combination. Following the approval of the Extension Amendment Proposal and Trust Amendment Proposal at the 2022 Special Meeting of Stockholders, the Company now has the right to extend the Combination Period for an additional nine (9) months, or such earlier date as determined by the Board, from February 8, 2023 to November 8, 2023 (“Extended Combination Period”). Pursuant to the terms of the Company’s second amended and restated memorandum and articles of association and the trust agreement entered into between the Company and Continental Stock Transfer &amp; Trust Company on November 3, 2021, in order to extend the time available for the Company to consummate its initial Business Combination by an additional nine months, the Company’s Sponsor or its affiliates or designees must provide advance notice at least five days prior to the date which is 15 months from the closing of our Initial Public Offering and must deposit into the Trust Account $330,000 ($0.06 per share), on or prior to the date which is 15 months from the closing of our Initial Public Offering. In the event that the Company receives notice from its Sponsor at least five days prior to the deadline to effect the extension, the Company intends to issue a press release announcing such intention at least three days prior to the deadline. In addition, the Company intends to issue a press release the day after the deadline announcing whether or not the funds had been timely deposited. However, the Company’s initial shareholders and its affiliates or designees are not obligated to fund the Trust Account to extend the time to consummate a Business Combination. </div></div><div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="text-align: center; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">If the Company is unable to complete a Business Combination within 15 months from the closing of the Initial Public Offering (the “Combination Period”) (or 24 months from the closing of the Initial Public Offering if the Company extends the period of time to consummate a Business Combination) the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">per-share</div> 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 and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Shareholder’s 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 remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. </div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The initial shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.25. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.25 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account 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”). In the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. </div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Liquidity and Capital Resources </div></div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">As of December 31, 2022, the Company had $92,674 in cash and a working capital deficit of $335,839. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. As of December 31, 2022, the Company had $239,110,999 of cash and investments held in its Trust Account for use in a potential Business Combination. The Company had until February 8, 2023 to complete a business combination, however, the Company has since extended this date until November 8, 2023. If a Business Combination is not consummated by this date, there will be a mandatory liquidation, should a business combination not occur, and potential subsequent dissolution. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 8, 2023. </div></div><div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="text-align: center; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"/><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Risks and Uncertainties </div></div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">“COVID-19</div> outbreak”). In March 2020, the WHO classified the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">COVID-19</div> outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">COVID-19</div> outbreak continues to evolve. Management continues to evaluate the impact of the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">COVID-19</div> outbreak on the industry and has concluded that while it is reasonably possible that the virus 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 financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. </div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these audited financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of the financial statements. </div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA includes provisions imposing a 1% excise tax on share repurchases by publicly traded domestic corporations and certain domestic subsidiaries of publicly traded foreign corporations that occur after December 31, 2022. The excise tax is imposed on the fair market value of the repurchased stock, with certain exceptions. Although the Company was incorporated in the Cayman Islands, there is a possibility that it may acquire a U.S. domestic corporation or engage in a transaction in which a domestic corporation becomes its parent or affiliate. While not free from doubt, absent any further guidance, it is possible that the excise tax will apply to any redemptions of the Company’s shares after December 31, 2022, including redemptions <div style="letter-spacing: 0px; top: 0px;;display:inline;">made</div> in connection with an initial Business Combination or redemptions made if the Company is unable to consummate a Business Combination within the requisite time period. The application of the excise tax to any redemptions the Company makes after December 31, 2022 could potentially reduce the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">per-share</div> amount that the public stockholders would otherwise be entitled to received. </div> 2021-04-20 23000000 1 10 13250000 238650000 235750000 3826521 335839 0.80 0.50 10.25 P180D 0.0001 1 P15D P9M P5D P15M 330000 0.06 P15M P15M P24M 100000 10.25 92674 335839 239110999 0.01 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Note 2 — Significant Accounting Policies </div></div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Basis of Presentation </div></div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. </div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Emerging Growth Company </div></div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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. </div></div><div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="text-align: center; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-emerging</div> growth companies but any such an 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 financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition p<div style="letter-spacing: 0px; top: 0px;;display:inline;">eriod</div> difficult or impossible because of the potential differences in accounting standards used. </div><div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="text-align: center; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Cash and cash equivalents </div></div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021. </div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Cash and Investments held in Trust Account </div></div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">As of December 31, 2022 and 2021, all of the assets held in the Trust Account were invested in a money market fund that only invests in U.S. Treasury securities or U.S. Treasury Bills. 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. The change in fair value is recorded as income earned on cash and investments held in Trust Account in the accompanying statements of operations. </div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Financial Instruments </div></div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. </div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Offering Costs Associated with Initial Public Offering </div></div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">The Company complies with the requirements of ASC <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">340-10-S99-1</div></div></div> and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are related to the Public Offering. Offering costs amounted to $13,200,196 and were allocated among Class A ordinary shares subject to possible redemption, the Public Warrants and Private Warrants, and stockholders’ deficit. The Company will keep deferred underwriting commissions classified as a long-term liability due to the uncertain nature of the closing of the Business Combination and its encumbrance to the Trust Account. </div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Use of Estimates </div></div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from those estimates. </div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Class A Ordinary Shares Subject to Possible Redemption </div></div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A 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, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 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 sheet. The redemption value of the Class A ordinary shares is remeasured each accounting period to reflect the redemption value as of the balance sheet date with an off set to additional <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">paid-in</div> capital or retained earnings if the additional <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">paid-in</div> capital account is depleted. </div><div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="text-align: center; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"/> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following reflects Class A ordinary shares subject to poss<div style="letter-spacing: 0px; top: 0px;;display:inline;">ibl</div>e redemption at December 31, 2022:</div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 68%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 83%; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 4%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Gross proceeds</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">230,000,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Less:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Offering costs allocated to Class A ordinary shares subject to possible redemption</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(12,840,366</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Proceeds allocated to public warrants</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(6,009,900</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Plus:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Remeasurement of Class A ordinary shares subject to possible redemption to redemption value</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">24,600,266</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Class A ordinary shares subject to possible redemption as of December 31, 2021</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">235,750,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Remeasurement of Class A ordinary shares subject to possible redemption to redemption value</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3,360,999</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Class A ordinary shares subject to possible redemption as of December 31, 2022</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">239,110,999</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> </table> <div style="clear: both; max-height: 0px;"/> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <div style="text-align: center; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Net Income (Loss) Per Ordinary Share </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">The Company applies the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">two-class</div> method in calculating earnings per share. Earnings and losses are shared pro rata between the two classes of shares. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. At December 31, 2022 and 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary share and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the periods presented. </div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;">  </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the Year ended<br/> December 31, 2022</div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;">  </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the period from <br/>April 20, 2021<br/>(inception) through<br/> September 30, 2021</div></div></td> <td style="vertical-align: bottom;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Class A ordinary shares</div></div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Numerator:</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Allocation of net <div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">income (loss)</div></div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">9,159,517</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(374,722</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Denominator:</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic and diluted weighted average shares outstanding</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">23,000,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">23,000,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px; width: 64%;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic and diluted earnings per share</div></div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">0.40</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"> </div></div></td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(0.02</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">) </div></div></td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px; width: 64%;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Class B ordinary shares</div></div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Numerator:</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Allocation of net income (loss)</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2,289,879</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(93,681</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Denominator:</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic and diluted Weighted Average shares outstanding</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5,750,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5,750,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px; width: 64%;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic and diluted earnings per share</div></div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">0.40</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"> </div></div></td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(0.02</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">) </div></div></td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px; width: 64%;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> </table> <div style="clear: both; max-height: 0px;"/> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <div style="text-align: center; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Income Taxes </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company had no deferred tax assets as of December 31, 2022 and 2021. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">FASB 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. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company is considered an exempted Cayman Islands company 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.</div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Derivative Warrant Liabilities </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">The Company does not use derivative instruments to hedge its exposures to cash flow, mar<div style="letter-spacing: 0px; top: 0px;;display:inline;">ket, or foreig</div>n currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">re-assessed</div> at the end of each reporting period with the change in fair value recognized in the Company’s statements of operations. The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. At December 31, 2022 and 2021, the fair value of derivative warrant liabilities was $495,000 and 12,392,500, respectively. For the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021, the Company recognized unrealized gains of $11,897,500 and $555,100, respectively, in change of fair value of derivative warrant liabilities in the statements of operations. </div> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <div style="text-align: center; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"/> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Value of Financial Instruments </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, an exit price, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value, includes: </div></div> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"> <div style="text-align: left; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Level 1 – Observable inputs for identical assets or liabilities such as quoted prices in active markets; </div></div> </td> </tr> </table> <div style="clear: both; max-height: 0px;"/> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"> <div style="text-align: left; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable; and </div></div> </td> </tr> </table> <div style="clear: both; max-height: 0px;"/> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"> <div style="text-align: left; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Level 3 – Unobservable inputs in which little or no market data exists, which are therefore developed by the Company using estimates and assumptions that reflect those that a market participant would use. </div></div> </td> </tr> </table> <div style="clear: both; max-height: 0px;"/> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Concentration of Credit Risk </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company’s cash is held on deposit in accounts at a large financial institution in amounts in excess of the Federal Deposit Insurance Corporation, or FDIC, insurance coverage limit of $250,000. At December 31, 2022 and 2021, the Company held $92,674 and $1,090,391 at the bank. The Company has not experienced losses on this account as of December 31, 2022. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Stock-Based Compensation </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation–Stock Compensation”, which requires recognition in the financial statements of the cost of employee, <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-employee</div> and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. For the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021, the Company recognized $1,510,400 and $251,733, respectively, of stock-based compensation related to founder shares in the general and administrative expenses in the accompanying statements of operations. </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Recent Accounting Pronouncements </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">In August 2020, the FASB issued Accounting Standards Update (“ASU”) <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06,</div> Debt—Debt with Conversion and Other Options (Subtopic <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">470-20)</div> and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">815-40)</div> (“ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06”)</div> to simplify accounting for certain financial instruments. ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06</div> 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 <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06</div> amends the diluted earnings per share guidance, including the requirement to use the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">if-converted</div> method for all convertible instruments. As a smaller reporting company, ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06</div> is effective January 1, 2024, for fiscal years beginning after December 15, 2023, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06</div> on January 1, 2022. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s audited financial statements. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Basis of Presentation </div></div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Emerging Growth Company </div></div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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. </div></div><div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="text-align: center; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-emerging</div> growth companies but any such an 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 financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition p<div style="letter-spacing: 0px; top: 0px;;display:inline;">eriod</div> difficult or impossible because of the potential differences in accounting standards used. </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Cash and cash equivalents </div></div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021. </div></div> 0 0 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Cash and Investments held in Trust Account </div></div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">As of December 31, 2022 and 2021, all of the assets held in the Trust Account were invested in a money market fund that only invests in U.S. Treasury securities or U.S. Treasury Bills. 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. The change in fair value is recorded as income earned on cash and investments held in Trust Account in the accompanying statements of operations. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Financial Instruments </div></div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Offering Costs Associated with Initial Public Offering </div></div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">The Company complies with the requirements of ASC <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">340-10-S99-1</div></div></div> and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are related to the Public Offering. Offering costs amounted to $13,200,196 and were allocated among Class A ordinary shares subject to possible redemption, the Public Warrants and Private Warrants, and stockholders’ deficit. The Company will keep deferred underwriting commissions classified as a long-term liability due to the uncertain nature of the closing of the Business Combination and its encumbrance to the Trust Account. </div> 13200196 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Use of Estimates </div></div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from those estimates. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Class A Ordinary Shares Subject to Possible Redemption </div></div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A 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, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 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 sheet. The redemption value of the Class A ordinary shares is remeasured each accounting period to reflect the redemption value as of the balance sheet date with an off set to additional <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">paid-in</div> capital or retained earnings if the additional <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">paid-in</div> capital account is depleted. </div><div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="text-align: center; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"/> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following reflects Class A ordinary shares subject to poss<div style="letter-spacing: 0px; top: 0px;;display:inline;">ibl</div>e redemption at December 31, 2022:</div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 68%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 83%; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 4%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Gross proceeds</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">230,000,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Less:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Offering costs allocated to Class A ordinary shares subject to possible redemption</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(12,840,366</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Proceeds allocated to public warrants</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(6,009,900</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Plus:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Remeasurement of Class A ordinary shares subject to possible redemption to redemption value</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">24,600,266</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Class A ordinary shares subject to possible redemption as of December 31, 2021</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">235,750,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Remeasurement of Class A ordinary shares subject to possible redemption to redemption value</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3,360,999</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Class A ordinary shares subject to possible redemption as of December 31, 2022</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">239,110,999</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> </table> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following reflects Class A ordinary shares subject to poss<div style="letter-spacing: 0px; top: 0px;;display:inline;">ibl</div>e redemption at December 31, 2022:</div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 68%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 83%; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 4%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Gross proceeds</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">230,000,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Less:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Offering costs allocated to Class A ordinary shares subject to possible redemption</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(12,840,366</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Proceeds allocated to public warrants</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(6,009,900</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Plus:</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Remeasurement of Class A ordinary shares subject to possible redemption to redemption value</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">24,600,266</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Class A ordinary shares subject to possible redemption as of December 31, 2021</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">235,750,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Remeasurement of Class A ordinary shares subject to possible redemption to redemption value</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3,360,999</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Class A ordinary shares subject to possible redemption as of December 31, 2022</div></div> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">239,110,999</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> </table> 230000000 -12840366 -6009900 24600266 235750000 3360999 239110999 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Net Income (Loss) Per Ordinary Share </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">The Company applies the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">two-class</div> method in calculating earnings per share. Earnings and losses are shared pro rata between the two classes of shares. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. At December 31, 2022 and 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary share and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the periods presented. </div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;">  </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the Year ended<br/> December 31, 2022</div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;">  </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the period from <br/>April 20, 2021<br/>(inception) through<br/> September 30, 2021</div></div></td> <td style="vertical-align: bottom;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Class A ordinary shares</div></div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Numerator:</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Allocation of net <div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">income (loss)</div></div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">9,159,517</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(374,722</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Denominator:</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic and diluted weighted average shares outstanding</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">23,000,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">23,000,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px; width: 64%;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic and diluted earnings per share</div></div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">0.40</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"> </div></div></td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(0.02</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">) </div></div></td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px; width: 64%;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Class B ordinary shares</div></div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Numerator:</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Allocation of net income (loss)</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2,289,879</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(93,681</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Denominator:</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic and diluted Weighted Average shares outstanding</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5,750,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5,750,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px; width: 64%;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic and diluted earnings per share</div></div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">0.40</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"> </div></div></td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(0.02</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">) </div></div></td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px; width: 64%;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> </table> As a result, diluted income per share is the same as basic income per share for the periods presented. <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;">  </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the Year ended<br/> December 31, 2022</div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;">  </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the period from <br/>April 20, 2021<br/>(inception) through<br/> September 30, 2021</div></div></td> <td style="vertical-align: bottom;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Class A ordinary shares</div></div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Numerator:</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Allocation of net <div style="text-indent: 0px; letter-spacing: 0px; top: 0px;;display:inline;">income (loss)</div></div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">9,159,517</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(374,722</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Denominator:</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic and diluted weighted average shares outstanding</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">23,000,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">23,000,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px; width: 64%;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic and diluted earnings per share</div></div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">0.40</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"> </div></div></td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(0.02</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">) </div></div></td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px; width: 64%;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Class B ordinary shares</div></div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Numerator:</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Allocation of net income (loss)</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2,289,879</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(93,681</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Denominator:</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic and diluted Weighted Average shares outstanding</div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5,750,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5,750,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px; width: 64%;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; width: 64%;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic and diluted earnings per share</div></div></div> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">0.40</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"> </div></div></td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">$</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(0.02</div></div></td> <td style="vertical-align: bottom; white-space: nowrap;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">) </div></div></td> </tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px; width: 64%;"> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> <td style="vertical-align: bottom; width: 9%;">  </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td style="vertical-align: bottom;"> <div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> </td> <td> </td> </tr> </table> 9159517 -374722 23000000 23000000 23000000 23000000 0.4 0.4 -0.02 -0.02 2289879 -93681 5750000 5750000 5750000 5750000 0.4 0.4 -0.02 -0.02 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Income Taxes </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company had no deferred tax assets as of December 31, 2022 and 2021. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">FASB 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. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company is considered an exempted Cayman Islands company 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.</div></div> 0 0 0 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Derivative Warrant Liabilities </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">The Company does not use derivative instruments to hedge its exposures to cash flow, mar<div style="letter-spacing: 0px; top: 0px;;display:inline;">ket, or foreig</div>n currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">re-assessed</div> at the end of each reporting period with the change in fair value recognized in the Company’s statements of operations. The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. At December 31, 2022 and 2021, the fair value of derivative warrant liabilities was $495,000 and 12,392,500, respectively. For the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021, the Company recognized unrealized gains of $11,897,500 and $555,100, respectively, in change of fair value of derivative warrant liabilities in the statements of operations. </div> 495000 12392500 11897500 555100 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Value of Financial Instruments </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, an exit price, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value, includes: </div></div> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"> <div style="text-align: left; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Level 1 – Observable inputs for identical assets or liabilities such as quoted prices in active markets; </div></div> </td> </tr> </table> <div style="clear: both; max-height: 0px;"/> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"> <div style="text-align: left; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable; and </div></div> </td> </tr> </table> <div style="clear: both; max-height: 0px;"/> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"> <div style="text-align: left; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Level 3 – Unobservable inputs in which little or no market data exists, which are therefore developed by the Company using estimates and assumptions that reflect those that a market participant would use. </div></div> </td> </tr> </table> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Concentration of Credit Risk </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company’s cash is held on deposit in accounts at a large financial institution in amounts in excess of the Federal Deposit Insurance Corporation, or FDIC, insurance coverage limit of $250,000. At December 31, 2022 and 2021, the Company held $92,674 and $1,090,391 at the bank. The Company has not experienced losses on this account as of December 31, 2022. </div></div> 250000 92674 1090391 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Stock-Based Compensation </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation–Stock Compensation”, which requires recognition in the financial statements of the cost of employee, <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-employee</div> and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. For the year ended December 31, 2022 and for the period from April 20, 2021 (inception) through December 31, 2021, the Company recognized $1,510,400 and $251,733, respectively, of stock-based compensation related to founder shares in the general and administrative expenses in the accompanying statements of operations. </div> 1510400 251733 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Recent Accounting Pronouncements </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">In August 2020, the FASB issued Accounting Standards Update (“ASU”) <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06,</div> Debt—Debt with Conversion and Other Options (Subtopic <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">470-20)</div> and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">815-40)</div> (“ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06”)</div> to simplify accounting for certain financial instruments. ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06</div> 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 <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06</div> amends the diluted earnings per share guidance, including the requirement to use the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">if-converted</div> method for all convertible instruments. As a smaller reporting company, ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06</div> is effective January 1, 2024, for fiscal years beginning after December 15, 2023, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06</div> on January 1, 2022. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s audited financial statements. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Note 3 — Initial Public Offering </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">On November 8, 2021, the Company consummated its Initial Public Offering of 23,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A ordinary shares, and <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">one-half</div> of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A ordinary shares at a price of $11.50 per share, subject to adjustment (see Note 6). </div> 23000000 10 1 11.5 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Note 4 — Related Party Transactions </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Founder Shares </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">In April 2021, the Sponsor acquired 5,750,000 founder shares (the “Founder Shares”) for an aggregate purchase price of $25,000, consisting of 5,750,000 Class B founder shares. Prior to the initial investment in the Company of $25,000 by our Sponsor, we had no assets, tangible or intangible. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued. On July 23, 2021, our sponsor transferred, for no consideration, 50,000 founder shares to each of our three independent directors, 10,000 founder shares to each of the two members of the Company’s board of advisors, 50,000 founder shares to Ryan Goepel, our Chief Financial Officer, and 75,000</div><div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;text-indent: 0px;;display:inline;"> founder shares to Jeremy Falk, our Chief Operating Officer. The fair value of the founder shares as of the date granted was $</div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">1,888,000. The founder shares are accounted for as stock-based compensation, amortized on a straight-line basis over the life of the Company, or 15 months. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">The Class B founder shares will automatically convert into Class A ordinary shares on the first business day following the completion of our initial Business Combination, at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class B founder shares will equal, in the aggregate on an <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">as-converted</div> basis, 15% of the sum of (i) the total number of all Class A ordinary shares issued and outstanding upon completion of our Initial Public Offering (including any over-allotment shares if the underwriters exercise their overallotment option), plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion of the Class B founder shares plus (iii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding (x) any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination, and (y) any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of working capital loans. Prior to our initial Business Combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors. </div> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <div style="text-align: center; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Administrative Services Agreement </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay to the Company’s sponsor a total of $10,000 per month, for up to 15 months for office space, utilities, secretarial support and administrative services. Upon completion of the Company’s initial business combination, the Company will cease paying these monthly fees. Effective March 31, 2022, the Company and Sponsor terminated the agreement and agreed to waive any accrued fees from inceptions. As of December 31, 2022 and 2021, no fees were due to the Sponsor. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Employee Compensation </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company has an agreement with three key employees to pay Mr. Falk, Mr. Wegel, and Mr. Goepel $20,000, $5,000, and $2,500 per month, respectively, in respect of services to be provided to us in advance of the completion of our initial Business Combination. The Company prepaid Mr. Goepel and Mr. Wegel their January 2023 compensation in December 2022 resulting in $7,500 being included in prepaid expenses and other current assets as of December 31, 2022 in the accompanying balance sheets. There <div style="display:inline;">were</div> no related party transactions included in prepaid expenses as of December 31, 2021. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Related Party Extension Loans </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination by an additional nine months (for a total of 24 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Company’s sponsor and its affiliates or designees must deposit into the Trust Account $0.10 per unit for an aggregate of $2,300,000</div><div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">. Any such payments would be made in the form of a loan. The terms of the loan have not yet been negotiated. If the Company completes a Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. If the Company does not complete a Business Combination, the Company will not repay such loan. </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Promissory Note – Related Party </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">On April 30, 2021, the Company entered into a promissory note with the Sponsor, pursuant to which the Company could borrow up to $300,000. Entire principal balance of the note was payable on the earlier of (i) the date on which the Company consummates an initial public offering of its securities or (ii) December 31, 2021. The promissory note does not bear interest and did not require collateral. The Company borrowed a total of $104,893 from inception through December 31, 2021 and repaid $14,850 during the same period. The outstanding balance of the promissory note was $90,043 as of December 31, 2021, which was fully repaid during the twelve months ended December 31, 2022. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Due to Related Party </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">As of December 31, 2022 and 2021, the balance was $2,388 and $0, respectively. The entire balance represented expenses paid by the Sponsor and Officers on behalf of the Company. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Private Placement Warrants </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Sponsor has purchased an aggregate of 13,250,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or approximately $13.25 million in the aggregate in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per ordinary share. A portion of the proceeds from the sale of the private placement warrants to the Sponsor was added to the proceeds from the </div></div> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <div style="text-align: center; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"/> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-redeemable</div> (except as described below in Note 6 under “Warrants — Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00”) so long as they are held by the initial purchasers or their permitted transferees. </div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The purchasers of the Private Placement Warrants will agree, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. </div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Working Capital Loans </div></div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">In addition, in order to finance transaction costs in connection with a 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 (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2022 and 2021, the Company had $0 in borrowings under the Working Capital Loans. </div></div> 5750000 25000 5750000 25000 0 50000 3 10000 2 50000 75000 1888000 15 10000 P15M 0 0 3 20000 5000 2500 7500 0 P9M P24M 0.1 2300000 300000 0 104893 14850 90043 90043 2388 0 13250000 1 13250000 11.5 10 P30D 1500000 1 0 0 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Note 5 — Commitments &amp; Contingencies </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Registration Rights </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), are entitled to registration rights pursuant to a registration rights agreement. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">lock-up</div> period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Underwriting Agreement </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate, payable upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or $8,050,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Investment Advisory Agreement </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">On January 20, 2023, the Company entered into an investment advisory agreement with Genaesis, LLC (“Genaesis”) pursuant to which Genaesis will serve as the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-exclusive</div> transaction advisor in connection with the potential identification and introduction of candidates to the Company for a business acquisition, or financing or equity investment in the Company. If the Company enters into a letter of intent with a potential target introduced by Genaesis within 24 months of this agreement, it shall pay Genaesis a 1% “Success fee” of the capital committed by the Company for the business acquisition. </div> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <div style="text-align: center; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">In the event that the Company consummates a transaction facilitated by Genaesis, Genaesis is entitled to charge appropriate expenses for its services to the Company for placing an announcement and/or press release on their behalf.</div></div> 0.2 4600000 0.35 8050000 0.01 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Note 6 — Warrant Liabilities </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Public Warrants may only be exercised for a whole number of shares. No fractiona<div style="letter-spacing: 0px; top: 0px;;display:inline;">l Pub</div>lic Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under certain circumstances as a result of (i) the Company’s failure to have an effective registration statement by the 60th business day after the closing of the initial Business Combination or (ii) a notice of redemption described under “Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00”). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. 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 elects, it will not be required to file or maintain in effect a 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. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Private Placement Warrants are identical to the Public Warrants, except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) are subject to registration rights. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Redemption of warrants when the price per share of Class</div></div><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;"> A ordinary shares equals or exceeds $18.00</div></div>: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): </div> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"><div style="text-align: left; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">in whole and not in part; </div></div></td></tr></table> <div style="clear: both; max-height: 0px;"/> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"><div style="text-align: left; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">at a price of $0.01 per warrant; </div></div></td></tr></table> <div style="clear: both; max-height: 0px;"/> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <div style="text-align: center; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"><div style="text-align: left; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">upon a minimum of 30 days’ prior written notice of redemption; and </div></div></td></tr></table><div style="clear: both; max-height: 0px;"/><div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"><div style="text-align: left; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;">if, and only if the last reported sale price of Class A ordinary shares for any 20 trading days within a <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">30-trading</div> day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). </div></td></tr></table><div style="clear: both; max-height: 0px;"/><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">30-day</div> redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. </div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Redemption of warrants when the price per share of Class</div></div><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;"> A ordinary shares equals or exceeds $10.00</div></div>: Once the warrants become exercisable, the Company may redeem the outstanding warrants: </div><div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"><div style="text-align: left; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">in whole and not in part; </div></div></td></tr></table><div style="clear: both; max-height: 0px;"/><div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"><div style="text-align: left; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis after receiving notice of redemption but prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; </div></div></td></tr></table><div style="clear: both; max-height: 0px;"/><div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"><div style="text-align: left; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">if, and only if the Reference Value equals or exceeds $10.00 per share (as adjusted); and </div></div></td></tr></table><div style="clear: both; max-height: 0px;"/><div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"><div style="text-align: left; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">if, and only if the Reference Value is less than $18.00 per share (as adjusted), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants. The “fair market value” of Class A ordinary shares shall mean the volume-weighted average price of Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). </div></div></td></tr></table><div style="clear: both; max-height: 0px;"/><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. </div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">As of December 31, 2022 and 2021, the Company recognized a $495,000 and $12,392,500, respectively, of derivative warrant liability on its balance sheet. This is a reduction in the derivative warrant liability of $11,897,500</div><div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;text-indent: 0px;;display:inline;">, with the change in fair value reported on the Company’s statements of operations as an unrealized gain for the year ended December 31, 2022. The Company reported a unrealized gain of $</div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">555,100 for the period from April 20, 2021 (inception) through December 31, 2021. </div></div> P30D P12M P15D P60D P30D 0.01 P30D P20D P30D 18 0.1 P30D 10 18 P10D 0.361 495000 12392500 -11897500 555100 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Note 7 — Stockholders’ Deficit </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Class</div></div></div></div><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;"> A Ordinary Shares </div></div></div></div>— The Company is authorized to issue 800,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of December 31, 2022, there were no Class A ordinary shares issued and outstanding, excluding 23,000,000 shares subject to possible redemption. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Class</div></div></div></div><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;"> B Ordinary Shares </div></div></div></div>— The Company is authorized to issue 199,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of December 31, 2022, 5,750,000 Class B ordinary shares were issued and outstanding. Each Class B ordinary share has 10 votes. </div> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <div style="text-align: center; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"/><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Holders of the Class A ordinary shares and holders of the 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 or stock exchange rule; provided that only holders of the Class B ordinary shares shall have the right to vote on the election of the Company’s directors prior to the initial Business Combination. </div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Preferred Shares </div></div></div></div>— The Company is authorized to issue 1,000,000 preferred shares, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2022, there were no preferred shares issued or outstanding. </div> 800000000 0.0001 0 0 23000000 199000000 0.0001 5750000 5750000 1000000 0.0001 0 0 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Note 8 — Fair Value Measurements </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">re-measured</div> and reported at fair value at each reporting period, and <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-financial</div> assets and liabilities that are <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">re-measured</div> and reported at fair value at least annually. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: </div></div> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 100%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 6%;"/> <td style="width: 1%; vertical-align: bottom;"/> <td style="width: 93%;"/></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;">Level 1:</td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: top;">Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.</td></tr> <tr style="font-size: 1pt;"> <td style="height: 6pt; font-size: 0px;"> </td> <td colspan="2" style="height: 6pt; font-size: 0px;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;">Level 2:</td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: top;">Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.</td></tr> <tr style="font-size: 1pt;"> <td style="height: 6pt; font-size: 0px;"> </td> <td colspan="2" style="height: 6pt; font-size: 0px;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;">Level 3:</td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: top;">Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.</td></tr></table> <div style="clear: both; max-height: 0px;"/> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <div style="text-align: center; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair <div style="letter-spacing: 0px; top: 0px;;display:inline;">value</div>:</div> </div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 84%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 65%; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 4%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="width: 4%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="width: 4%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; white-space: nowrap; padding-bottom: 0.5pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; border-bottom: 1pt solid rgb(0, 0, 0); display: table-cell; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;">Description</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Level</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/> 2022</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/> 2021</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Assets:</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;">Cash and investments held in Trust Account</div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">239,110,999</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">235,757,582</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Liabilities:</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Warrant Liability – Public Warrants</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">230,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5,635,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Warrant Liability – Private Placement Warrants</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">265,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">6,757,500</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr></table> <div style="clear: both; max-height: 0px;"/> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <div style="text-align: center; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">The warrants are accounted for as liabilities in accordance with ASC <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">815-40</div> and are presented within derivative warrant liabilities on the accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the change in fair value of derivative warrant liabilities in the statements of operations. </div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Private Placement Warrants were valued as of December 31, 2022 and December 31, 2021 using a Monte Carlo simulation, which is considered to be a Level 3 fair value measurement. The Monte Carlo simulation’s primary unobservable input utilized in determining the fair value of the Warrants is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination was </div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">2</div><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">%, which was estimated based on the observed success rates of business combinations for special purpose acquisition companies. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. As of December 31, 2022 and 2021, the Public Warrants were valued using the level 1 quoted prices in an active market. </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The public warrants began separately trading on December 30, 2021, and therefore were transferred out of a Level 3 investment into a Level 1 investment. </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table presents the inputs used regarding Level 3 fair value measurements: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 65%; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 14%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="width: 13%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; white-space: nowrap; padding-bottom: 0.5pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; border-bottom: 1pt solid rgb(0, 0, 0); display: table-cell; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;">Input</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2022</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2021</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Risk-free interest rate</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3.99</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1.26</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Expected term (years)</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5.24</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5.50</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Expected volatility</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2.00</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">10.00</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Exercise price</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">11.50</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">11.50</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Unit Price (public)</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">10.37</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">10.09</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Unit Price (private)</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">11.50</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">9.87</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr></table> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table presents the quantitative information regarding Level 3 fair value measurements: </div></div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 84%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;text-indent: 0px;"> <tr style="font-size: 0px;"> <td style="width: 61%;"/> <td style="width: 8%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 7%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 7%; vertical-align: bottom;"/> <td/> <td/> <td/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Private<br/>Placement</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Public</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Warrant<br/>Liabilities</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Fair value as of April 20, 2021 (inception)</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Initial measurement on September 30, 2021</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">6,937,700</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">6,009,900</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">12,947,600</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Change in valuation inputs and other assumptions</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(180,200</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(374,900</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(555,100</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td></tr> <tr> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;">Public warrants transfer to level 1</div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(5,635,000</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(5,635,000</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; background-color: rgb(204, 238, 255);"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Fair value as of December 31, 2021</div></div></td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0px; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">6,757,500</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0px; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0px; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">6,757,500</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td></tr> <tr style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; break-inside: avoid;"> <td style="vertical-align: top; background-color: rgba(255, 255, 255, 0);"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Change in valuation inputs and other assumptions</div></div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);">  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);;text-align:right;">(6,492,500</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);">) </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);">  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0); width: 8%; padding: 0pt 4pt 0pt 0pt;;text-align:right;">—</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);">  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);;text-align:right;">(6,492,500</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);">) </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);">  </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);">  </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);">  </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="background-color: rgba(255, 255, 255, 0);"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; background-color: rgb(204, 238, 255);"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Fair value as of December 31, 2022</div></div></td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);">  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);">$</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">265,000</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);">  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);">$</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);">  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);">$</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">265,000</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);">  </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);">  </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);">  </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="background-color: rgba(255, 255, 255, 0);"> </td></tr></table> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair <div style="letter-spacing: 0px; top: 0px;;display:inline;">value</div>:</div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 84%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 65%; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 4%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="width: 4%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="width: 4%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; white-space: nowrap; padding-bottom: 0.5pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; border-bottom: 1pt solid rgb(0, 0, 0); display: table-cell; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;">Description</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Level</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/> 2022</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/> 2021</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Assets:</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;">Cash and investments held in Trust Account</div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">239,110,999</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">235,757,582</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Liabilities:</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Warrant Liability – Public Warrants</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">230,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5,635,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Warrant Liability – Private Placement Warrants</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">265,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">6,757,500</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr></table> 239110999 235757582 230000 5635000 265000 6757500 0.02 <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table presents the inputs used regarding Level 3 fair value measurements: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 65%; font-family: &quot;Times New Roman&quot;;"/> <td style="width: 14%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="width: 13%; vertical-align: bottom; font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/> <td style="font-family: &quot;Times New Roman&quot;;"/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; white-space: nowrap; padding-bottom: 0.5pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; border-bottom: 1pt solid rgb(0, 0, 0); display: table-cell; line-height: normal;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;">Input</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2022</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2021</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Risk-free interest rate</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">3.99</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1.26</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Expected term (years)</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5.24</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5.50</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Expected volatility</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">2.00</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">10.00</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Exercise price</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">11.50</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">11.50</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Unit Price (public)</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">10.37</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">10.09</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Unit Price (private)</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">11.50</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">9.87</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr></table> 3.99 1.26 5.24 5.5 2 10 11.5 11.5 10.37 10.09 11.5 9.87 <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table presents the quantitative information regarding Level 3 fair value measurements: </div></div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 84%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;text-indent: 0px;"> <tr style="font-size: 0px;"> <td style="width: 61%;"/> <td style="width: 8%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 7%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 7%; vertical-align: bottom;"/> <td/> <td/> <td/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Private<br/>Placement</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Public</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Warrant<br/>Liabilities</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Fair value as of April 20, 2021 (inception)</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Initial measurement on September 30, 2021</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">6,937,700</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">6,009,900</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">12,947,600</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Change in valuation inputs and other assumptions</div></div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(180,200</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(374,900</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(555,100</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td></tr> <tr> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;">Public warrants transfer to level 1</div></td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(5,635,000</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(5,635,000</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px;"> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;">  </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; background-color: rgb(204, 238, 255);"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Fair value as of December 31, 2021</div></div></td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0px; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">6,757,500</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0px; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);">  </td> <td style="vertical-align: bottom; white-space: nowrap; padding: 0px; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">6,757,500</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td></tr> <tr style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; break-inside: avoid;"> <td style="vertical-align: top; background-color: rgba(255, 255, 255, 0);"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Change in valuation inputs and other assumptions</div></div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);">  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);;text-align:right;">(6,492,500</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);">) </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);">  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0); width: 8%; padding: 0pt 4pt 0pt 0pt;;text-align:right;">—</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);">  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);;text-align:right;">(6,492,500</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);">) </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);">  </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);">  </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);">  </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="background-color: rgba(255, 255, 255, 0);"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; background-color: rgb(204, 238, 255);"><div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Fair value as of December 31, 2022</div></div></td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);">  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);">$</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">265,000</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);">  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);">$</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">—  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);">  </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);">$</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">265,000</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: &quot;Times New Roman&quot;; font-size: 0px; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);">  </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);">  </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);">  </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="background-color: rgba(255, 255, 255, 0);"> </td></tr></table> 0 0 0 6937700 6009900 12947600 -180200 -374900 -555100 0 -5635000 -5635000 6757500 0 6757500 -6492500 0 -6492500 265000 0 265000 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Note 9 — Subsequent Events </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued and determined that there have been no events that have occurred that would require adjustments to the disclosures in the financial statements, other than as described below. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="null;text-indent: 0px;;display:inline;">On January 20, 2023, the Company entered into an investment advisory agreement with Genaesis, LLC (“Genaesis”) pursuant to which Genaesis will serve as the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-exclusive</div> transaction advisor in connection with the potential identification and introduction of candidates to the Company for a business acquisition, or financing or equity investment in the Company. If the Company consummates a business acquisition with a potential target introduced by Genaesis within 24 months of this agreement, it will pay Genaesis a</div><div style="font-size: 10pt;;display:inline;"> </div>1<div style="font-size: 10pt;;display:inline;">% </div><div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">“Success fee” of the capital committed by the Company to the business acquisition. </div></div></div> <div style="font-size: 10pt;;display:inline;"/> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">In the event that the Company consummates a transaction facilitated by Genaesis, Genaesis is entitled to charge appropriate expenses for its services to the Company for placing an announcement and/or press release on their behalf. </div></div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On January 27, 2023, at an extraordinary general meeting (“Extraordinary General Meeting”) of the Company’s stockholders, the Company’s stockholders approved the amendment to the Company’s investment management trust agreement, dated as of November 3, 2021, by and between the Company and Continental Stock Transfer &amp; Trust Company, LLC (the “Trust Agreement Amendment”). Pursuant to the Trust Agreement Amendment, the Company will deposit $330,000 into the Company’s trust account (the “Trust Account”), for each <div style="white-space:nowrap;display:inline;">one-month</div> extension. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">In connection with the Trust Agreement Amendment, AVi8 Acquisition LLC (the “Sponsor”) has agreed to make available to the Company an aggregate amount of up to $4,000,000 pursuant to a promissory note in favor of the Sponsor (the “Note”). </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Sponsor may elect to convert up to $1,500,000 of the outstanding principal balance of the Note into warrants to purchase shares of Class A ordinary shares of the Company at a conversion price equal to $1.00 per warrant. The terms of such warrants issued in connection with such conversion shall be identical to the warrants issued to the Sponsor in connection with the Company’s initial public offering that closed on November 8, 2021. The Note does not bear interest. In the event that the Company does not consummate a business combination, the Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The proceeds of the Note will be used by the Company to deposit additional funds to the trust account in connection with the extension of the amount of time the Company has available to complete a business combination and to fund the Company’s operations. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">At the Extraordinary General Meeting, the shareholders of the Company approved an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial business combination up to nine (9) times for an additional one (1) month each time from February 8, 2023 to November 8, 2023 (which is 24 months from the closing of the Company’s initial public offering). Under Cayman Islands law, the Charter Amendment took effect upon approval by the shareholders. </div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">At the Extraordinary General Meeting, holders of 24,144,029 ordinary shares, comprised of 18,394,029 Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), and 5,750,000 Class B ordinary shares, par value $0.0001 per share (together with Class A Ordinary Shares, the “Ordinary Shares”), were present in person or by proxy, representing approximately 83.98% of the voting power of the 28,750,000 issued and outstanding ordinary shares of Talon (“Outstanding Shares”) entitled to vote at the Extraordinary General Meeting as of the close of business on January 9, 2023, which was the record date for the Extraordinary General Meeting. </div></div> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <div style="text-align: center; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">In connection with the Extraordinary General Meeting, shareholders elected to redeem an aggregate of 13,317,392 Class A Ordinary Shares at a redemption price of approximately $10.41 per share (the “Redemption”), for an aggregate redemption amount of approximately $138,639,176. Following such redemptions, approximately $100,799,675 </div><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">remained in the Talon trust account (the “Trust Account”), not including the extension payment of </div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">$330,000. </div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">At the Extraordinary General Meeting, the Company’s shareholders approved the proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Extension Amendment”) to give the Company the right to extend the date by which it has to consummate a business combination from February 8, 2023 up to 9 times for an additional one (1) month each time up to November 8, 2023 (i.e., for a period of time ending up to 24 months after the consummation of its initial public offering). </div></div> 0.01 330000 4000000 1500000 1 24144029 18394029 0.0001 5750000 0.0001 0.8398 28750000 28750000 13317392 10.41 138639176 100799675 330000 EXCEL 45 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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