BACKGROUND
We are a blank check company incorporated on March 5, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger,
amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.
On October 22, 2021, we consummated the Initial Public Offering of 20,000,000 Units, at a price of $10.00 per Unit, generating gross
proceeds of $200,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 8,000,000 Private Placement Warrants to the Sponsor at a price of $1.00 per warrant, generating gross proceeds of $8,000,000. On
November 15, 2021, the underwriters exercised their overallotment option to purchase 3,000,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $30,000,000. Also on November 15, 2021, we consummated an additional sale of
900,000 Private Placement Warrants to the Sponsor at a price of $1.00 per warrant, generating gross proceeds of $900,000.
Following
the Initial Public Offering and the sale of the Private Placement Warrants, a total of $232,300,000 was placed in the Trust Account. On April 14, 2023, the Company held an extraordinary general meeting of shareholders and approved two proposals
to amend the Companys amended and restated memorandum and articles of association. In connection with the vote to approve these proposals, holders of 18,281,946 Class A ordinary shares exercised their right to redeem their shares for cash
at a redemption price of approximately $10.36 per share, for an aggregate redemption amount of $189,434,603, leaving $48,887,722 in the Companys trust account immediately following such redemptions. The proceeds held in the Trust Account may
be invested by the trustee only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as
a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. As of September 22, 2023, funds held in the Trust Account totaled approximately
$50,141,741.20 and were held in a money market fund invested in U.S. treasury bills. However, to mitigate the risk of being viewed as operating as an unregistered investment company (including pursuant to the subjective test of
Section 3(a)(1)(A) of the Investment Company Act), we may, on or prior to the 24 month anniversary of the effective date of the registration statement relating to our initial public offering, instruct Continental Stock Transfer & Trust
Company, the trustee with respect to the Trust Account, to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in demand deposit accounts or certificates of
deposit until the earlier of consummation of our initial business combination or liquidation, which may reduce the dollar amount our Class A ordinary shareholders would receive upon any redemption or liquidation of the Company. Interest on the
Trust Account is variable and is currently expected to be approximately 5% per annum.
Our Sponsor, directors, officers and advisors
have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things, direct or indirect ownership of Class B ordinary shares and advances that will not be
repaid in the event of our winding up and the possibility of future compensatory arrangements. See the section entitled The Extraordinary General Meeting Interests of our Sponsor, Directors, Officers and Advisors.
On the Record date of the Extraordinary General Meeting, there were 10,468,054 ordinary shares issued and outstanding, of which 5,750,000 are
Class B ordinary shares, and 4,718,054 are Class A ordinary shares. The Class B ordinary shares carry voting rights in connection with the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal, and we
have been informed by our Sponsor, which holds 4,500,000 Class B ordinary shares, that they intend to vote in favor of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal.
Our principal executive offices are located at 770 E Technology Way F13-16, Orem, Utah 84097 and our
telephone number is (415) 629-9066.