DP Cap Acquisition Corp I - Quarter Report: 2023 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

OR

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.

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

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

PART I. FINANCIAL INFORMATION

 

ITEM 1.

FINANCIAL STATEMENTS.

DP CAP ACQUISITION CORP I

CONDENSED BALANCE SHEETS

		September 30, 2023 (Unaudited)				December 31, 2022
ASSETS
Cash		$	580,237			$	946,299
Prepaid expenses			43,532				208,548
Total current assets			623,769				1,154,847
Investments held in Trust Account			43,769,608				237,982,862
Total assets		$	44,393,377			$	239,137,709
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable			62,369			$	2,100
Accrued expenses			1,002,640				333,092
Total current liabilities			1,065,009				335,192
Deferred underwriting fees payable			8,050,000				8,050,000
Convertible loan from related party			4,600,000				4,600,000
Total liabilities			13,715,009				12,985,192
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 4,059,402 shares at $10.78 per share as of September 30, 2023 and 23,000,000 shares at $10.35 per share as of December 31, 2022, respectively			43,769,608				237,982,862
Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding			—				—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding (excluding 4,059,402 and 23,000,000 shares subject to possible redemption as of September 30, 2023 and December 31, 2022, respectively)			—				—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding			575				575
Additional paid-in capital			—				—
Accumulated deficit			(13,091,815	)			(11,830,920	)
Total shareholders’ deficit			(13,091,240	)			(11,830,345	)
Total liabilities, Class A ordinary shares subject to possible redemption, and shareholders’ deficit		$	44,393,377			$	239,137,709

DP CAP ACQUISITION CORP I

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

		For The Three Months Ended September 30, 2023				For The Three Months Ended September 30, 2022				For The Nine Months Ended September 30, 2023				For The Nine Months Ended September 30, 2022
General and administrative expenses		$	287,563			$	251,938			$	1,260,895			$	725,241
Loss from operations			(287,563	)			(251,938	)			(1,260,895	)			(725,241	)
Gain on marketable securities (net), dividends and interest, held in Trust Account			562,845				1,058,884				4,778,599				1,398,343
Net income		$	275,282			$	806,946			$	3,517,704			$	673,102
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted			4,059,402				23,000,000				13,078,734				23,000,000
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption		$	0.03			$	0.03			$	0.19			$	0.02
Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted			5,750,000				5,750,000				5,750,000				5,750,000
Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares		$	0.03			$	0.03			$	0.19			$	0.02

See accompanying notes to unaudited condensed financial statements.

 

DP CAP ACQUISITION CORP I

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

		Ordinary Shares								Ordinary Shares
		Class A								Class B
		Shares				Amount				Shares				Amount				Additional Paid-In Capital				Accumulated Deficit				Total Shareholders’ Deficit
Balance as of January 1, 2023			-			$	-				5,750,000			$	575			$	-			$	(11,830,920	)		$	(11,830,345	)
Remeasurement of Class A ordinary shares to redemption value			-				-				-				-				-				(2,525,117	)			(2,525,117	)
Net income			-				-				-				-				-				2,167,829				2,167,829
Balance as of March 31, 2023 (unaudited)			-			$	-				5,750,000			$	575			$	-			$	(12,188,208	)		$	(12,187,633	)
Redemption of Class A ordinary shares			-				-				-				-				-				-				-
Capital contribution made by Sponsor for non-redemption agreements			-				-				-				-				1,671,160				-				1,671,160
Cost of raising capital related to shareholder non-redemption agreements			-				-				-				-				(1,671,160	)			-				(1,671,160	)
Remeasurement of Class A ordinary shares to redemption value			-				-				-				-				-				(1,690,637	)			(1,690,637	)
Net income			-				-				-				-				-				1,074,593				1,074,593
Balance as of June 30, 2023 (unaudited)			-			$	-				5,750,000			$	575			$	-			$	(12,804,252	)		$	(12,803,677	)
Remeasurement of Class A ordinary shares to redemption value			-				-				-				-				-				(562,845	)			(562,845	)
Net income			-				-				-				-				-				275,282				275,282
Balance as of September 30, 2023 (unaudited)			-			$	-				5,750,000			$	575			$	-			$	(13,091,815	)		$	(13,091,240	)

		Ordinary Shares								Ordinary Shares
		Class A								Class B
		Shares				Amount				Shares				Amount				Additional Paid-In Capital				Accumulated Deficit				Total Shareholders’ Deficit
Balance as of January 1, 2022			-			$	-				5,750,000			$	575			$	-			$	(10,882,763	)		$	(10,882,188	)
Net loss			-				-				-				-				-				(128,585	)			(128,585	)
Balance as of March 31, 2022 (unaudited)			-				-				5,750,000			$	575			$	-			$	(11,011,348	)		$	(11,010,773	)
Remeasurement of Class A ordinary shares to redemption value			-				-				-				-				-				(339,459	)			(339,459	)
Net loss			-				-				-				-				-				(5,259	)			(5,259	)
Balance as of June 30, 2022 (unaudited)			-			$	-				5,750,000			$	575			$	-			$	(11,356,066	)		$	(11,355,491	)
Remeasurement of Class A ordinary shares to redemption value			-				-				-				-				-				(1,058,884	)			(1,058,884	)
Net income			-				-				-				-				-				806,946				806,946
Balance as of September 30, 2022 (unaudited)			-			$	-				5,750,000			$	575			$	-			$	(11,608,004	)		$	(11,607,429	)

 

DP Cap Acquisition Corp I (the “Company”) is a blank check company incorporated in the Cayman Islands on April 8, 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.

As of September 30, 2023, the Company had not commenced any operations. All activity for the period from April 8, 2021 (inception) through September 30, 2023 relates to the Company’s formation and the Public Offering (as defined below) and subsequent to the Public Offering, the search for a target for the Company’s Business Combination. The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. The Company will generate non-operating income in the form of earnings on investments held in Trust Account relating to the proceeds derived from the Public Offering on November 12, 2021 (“Public Offering” or “IPO”). The Company has selected December 31 as its fiscal year end.

On November 12, 2021, the Company consummated its Public Offering of 23,000,000 units (the “Units”), which included the exercise in full of the underwriter’s option to purchase an additional 3,000,000 Units at the Public Offering price to cover over-allotments. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds of $230.0 million, which is described in Note 3.

Transaction costs amounted to $13,148,152, including $8,050,000 in deferred underwriting fees, $4,600,000 in paid underwriting fees and $498,152 in other offering costs. Upon completion of the Public Offering, cash of $2,030,974 was held outside of the Trust Account (as defined below) for the payment of offering costs and for working capital purposes. Offering costs were allocated between the Class A Ordinary Shares, Public Warrants and Private warrants using the relative fair value method.

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 Extended Combination Period. However, if the initial shareholders acquired Public Shares in or acquire Public Shares after the 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 Extended Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Extended 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 $10.20. 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 by 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) $10.20 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. 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. Such liability will also not apply to any claims under the Company’s indemnity of the underwriters of the 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, the 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.

On May 5, 2023, certain unaffiliated investors of the Company (the “Investors”) entered into non-redemption agreements (“Non-Redemption Agreements”) with the Sponsor, pursuant to which the Investors agreed to (i) not redeem an aggregate of up to 4,000,000 previously-held Class A Ordinary Shares (the “Investor Shares”) in connection with the Extension Proposal (as defined below) and (ii) vote the Investor Shares in favor of the Extension Proposal. In exchange for these commitments from the Investors, the Sponsor has agreed to transfer to the Investors (i) an aggregate of up to 1,000,000 Class B Ordinary Shares in connection with an extension until November 12, 2023 (the “Initial Extension Date”) and (ii) to the extent the Company’s board of directors agrees to further extend the date to consummate its Business Combination on a month to month basis from the Initial Extension Date and without additional shareholder approval, until February 12, 2024 (the “Secondary Extension Date”, and such proposal, the “Extension Proposal”), an aggregate of up to 1,500,000 Class B Ordinary Shares, which includes the Class B Ordinary Shares referred to in clause (i), in each case, on or promptly after the consummation of the Business Combination. Accordingly, in substance, it was recognized by the Company as a capital contribution by the Sponsor to induce the Investors not to redeem their Class A Ordinary Shares, with a corresponding charge to additional paid-in capital to recognize the fair value of the shares transferred as an offering cost. The Company estimated the aggregate fair value of the 1,000,000 Class B Ordinary Shares attributable to the Investors to be $1,671,160 or $1.67 per share. The excess of the fair value of the Class B Ordinary Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A.

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 condensed 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 period difficult or impossible because of the potential differences in accounting standards used.

   

Pursuant to the Public Offering, the Company offered 23,000,000 Units at a price of $10.00 per Unit, which included the exercise in full of the underwriter’s option to purchase an additional 3,000,000 Units at the Public Offering price to cover over-allotments. Each Unit consisted of one Class A Ordinary Share and one-half of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment (see Note 9). The proceeds from the Public Offering and the related offering costs were allocated between the Class A Ordinary Shares, Public Warrants and Private Placement Warrants using the relative fair value method. Costs associated with Class A Ordinary Shares were classified as a reduction of temporary equity, and costs allocated to the warrants were classified as a reduction of permanent equity.

NOTE 5 - RELATED PARTY TRANSACTIONS

  

Founder Shares

Registration and Shareholder Rights

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Sponsor Loan and the Working Capital Loans, if any, (and any Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Sponsor Loan and the Working Capital Loans, if any), are entitled to registration rights pursuant to the registration rights agreement, dated as of November 8, 2021, by and among the Company, the Sponsor and the  undersigned parties listed under holders thereto. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company 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 underwriter was entitled to an underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate paid at the closing of the 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, which is included in the accompanying condensed balance sheets. The deferred fee will become payable to the underwriter 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.

NOTE 8 - SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $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 September 30, 2023, there were no preference shares issued or outstanding. 

Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of September 30, 2023 and 2022, there were no Class A Ordinary Shares issued and outstanding, excluding 4,059,402 and 23,000,000 shares subject to possible redemption, respectively.

 

Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B Ordinary Shares with a par value of $0.0001 per share. As of September 30, 2023, 5,750,000 Class B Ordinary Shares were issued and outstanding. Up to 750,000 of Founder Shares were subject to forfeiture in the event that the underwriter did not purchase additional Units to cover over-allotments. The underwriters’ over-allotment option was exercised in full on November 12, 2021 and forfeiture restrictions lapsed. Prior to the initial investment in the Company of $25,000 by the Sponsor along with certain funds controlled by Data Point Capital, 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. 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 Business Combination.

NOTE 9 - WARRANTS

Public Warrants may only be exercised for a whole number of Class A Ordinary Shares. No fractional Public Warrants were or will be issued upon separation of the Units and only whole Public Warrants 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 Public Warrants and a current prospectus relating to the Public Warrants is available and such Class A Ordinary Shares issuable upon exercise of the Public Warrants 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 Public Warrants on a cashless basis under certain circumstances as a result of the Company’s failure to have an effective registration statement by the 60th business day after the closing of the Business Combination). The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of its 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 Business Combination and to maintain a current prospectus relating to those Class A Ordinary Shares until the Public Warrants expire or are redeemed. If the shares issuable upon exercise of the Public 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 Public Warrants on a cashless basis. However, no Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any Class A Ordinary Shares to holders seeking to exercise their Public Warrants, unless the issuance of the Class A Ordinary 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.

The Private Placement Warrants are identical to the Public Warrants, except that, (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 Business Combination, and (iii) are subject to registration rights.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon 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).

 

Simultaneously with the closing of the Public Offering, we consummated the private sale (the “Private Placement”) of 4,733,333 warrants (the “Private Placement Warrants”) to DP Investment Management Sponsor I LLC (the “Sponsor”), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating total gross proceeds of $7.1 million.

Simultaneously with the closing of the Public Offering, pursuant to the Sponsor’s promissory note (the “Sponsor Note”), the Sponsor loaned $4,600,000 to the Company (the “Sponsor Loan”). The Sponsor Loan is interest free. The Sponsor Loan shall be repaid or converted into warrants (the “Sponsor Loan Warrants”) at a purchase price of $1.50 per Sponsor Loan Warrant, at the Sponsor’s discretion and at any time until the consummation of our initial Business Combination. Any Sponsor Loan Warrants issued will be identical to the Private Placement Warrants.

Upon the closing of our Public Offering, a total of $234.6 million ($10.20 per unit), comprised of $225.4 million of the proceeds from the Public Offering (which amount includes $8.05 million of the underwriter’s deferred discount), $4.6 million of the proceeds of the sale of the Private Placement Warrants and $4.6 million of the proceeds from the Sponsor Loan, were placed in a U.S.- based trust account (“Trust Account”) maintained by Continental Stock Transfer & Trust Company acting as trustee. The funds held in the Trust Account may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

On May 5, 2023, certain of our unaffiliated investors (the “Investors”) entered into non-redemption agreements (“Non-Redemption Agreements”) with the Sponsor, pursuant to which the Investors agreed to (i) not redeem an aggregate of up to 4,000,000 previously-held Class A ordinary shares (the “Investor Shares”) in connection with the Extension Proposal (as defined below) and (ii) vote the Investor Shares in favor of the Extension Proposal. In exchange for these commitments from the Investors, the Sponsor has agreed to transfer to the Investors (i) an aggregate of up to 1,000,000 Class B ordinary shares in connection with an extension until November 12, 2023 (the “Initial Extension Date”) and (ii) to the extent our board of directors agrees to further extend the date up to three times by an additional month each time until February 12, 2024 (the “Secondary Extension Date,” such proposal, the “Extension Proposal” and such combination period, the “Extended Combination Period”) to consummate its Business Combination, an aggregate of up to 1,500,000 Class B ordinary shares, which includes the Class B ordinary shares referred to in clause (i), in each case, on or promptly after the consummation of the Business Combination.

Liquidation of Investment Held in the Trust Account Into Cash Held in an Interest-Bearing Demand Deposit Account

On November 7, 2023, in order to mitigate the potential risks of being deemed to have been operating as an unregistered investment company for purposes of the Investment Company Act, we have determined to instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations and money market funds held in the Trust Account and to hold all funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of consummation of our Business Combination or liquidation. Interest on such demand deposit account is variable and therefore such rate of interest may decrease or increase significantly. As a result, following such liquidation, we may receive less interest on the funds held in the Trust Account, which would reduce the dollar amount public shareholders would receive upon any redemption or liquidation of the Company.

Optional Extension

For the three and nine months ended September 30, 2023, we had net income of $275,282 and $3,517,704, respectively, which consisted of earnings on investments held in Trust Account of $562,845 and $4,778,599, respectively, partially offset by general and administrative expenses of $287,563 and $1,260,895 (including formation expenses), respectively.

For the nine months ended September 30, 2023, net cash used in operating activities was $366,062, consisting of net income of $3,517,704, earnings on investments held in Trust Account of $4,778,599 and changes in operating assets and liabilities of $894,833.

As of September 30, 2023 and December 31, 2022, we had cash and investments held in the Trust Account of $43,769,608 and $237,982,862, respectively. We may withdraw interest earned to pay our income taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable and excluding deferred underwriting commissions) to complete our Business Combination. To the extent that our share capital is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of September 30, 2023, we have working capital deficit of $441,240. We may need to raise additional funds from our Sponsor and/or third parties in order to meet the expenditures required for operating our business. If our estimates of the costs of undertaking in-depth due diligence and negotiating the Business Combination is less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to a Business Combination. The Sponsor is not under any obligation to advance funds to, or to invest in, us. If we are unable to raise additional funds, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of our business plan, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. If a Business Combination is not consummated by December 12, 2023, with the option to extend up to February 12, 2024, and our shareholders have not amended the Second A&R M&A to further extend the Extended Combination Period, we will cease operations except for the purpose of winding up, redeem the outstanding Public Shares, and liquidate and dissolve. These conditions raise substantial doubt about our ability to continue as a going concern through one year from the date these condensed financial statements are filed.

We continue our search for a target and will continue pursuing all options to complete a Business Combination by December 12, 2023 and, if our board of directors approves the two additional one month extension options, until February 12, 2024. It is uncertain whether we will be able to consummate a Business Combination by December 12, 2023 or by February 12, 2024 if the two additional extension options are exercised by the board of directors, or whether the current funds that we have will be sufficient to consummate a Business Combination. If a Business Combination is not consummated by the applicable time period noted above and the Public Shareholders do not otherwise approve an additional extension beyond February 12, 2024, there will be a mandatory liquidation and subsequent dissolution of the Company. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.

We intend to actively monitor our MVLS during the Compliance Period, and may, if appropriate, evaluate available options including applying for a transfer to The Nasdaq Capital Market to resolve the deficiency and regain compliance with the MVLS requirement. We also intend to submit our compliance plan by the Total Holders Compliance Date and will evaluate available options to regain compliance with the Minimum Total Holders Rule. While we are exercising diligent efforts to maintain the listing of our securities on The Nasdaq Global Market, there can be no assurance that we will be able to regain or maintain compliance with the continued listing standards of The Nasdaq Global Market.

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:

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 Public Warrants are listed on Nasdaq, our Units, Class A ordinary shares and Public Warrants qualify as covered securities under the statute. Although the states are preempted from regulating the sale of covered 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.

To respond to the material weaknesses, we have devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal controls over financial reporting. Our plans at this time include incorporating additional controls and procedures over the review of complex financial instrument valuations, increasing communication among our personnel and third-party professionals with whom we consult regarding accounting applications and incorporating additional procedures over the review of the general ledger and the review and approval of adjustment to journal entries. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

Any failure to maintain such internal controls could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our ordinary shares is listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our business. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our ordinary shares.

We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weaknesses identified or that any additional material weaknesses will not arise in the future due to a failure to implement and maintain adequate internal controls over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.