| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE
2 – Summary of Significant Accounting Policies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Liquidity
As
of March 31, 2023 (Successor), the Company has a working capital surplus of approximately $ 3,052 6,724 2,758 4,431 3,888 The
Company cannot assure that it will ever earn revenues sufficient to support their operations, or that it will ever achieve profitable
operations. The Company’s recurring losses and utilization of cash in its operations are indicators of substantial doubt that the
entity can continue as a going concern however with the Company’s current liquidity position the Company has taken steps to reduce
operating expenses and extend it’s runway. The Company intends to finance its future working capital requirements and capital expenditures
from cash generated from operating activities and may consider raising funds from equity financings. Management believes that the actions
presently being taken to further implement its business plan and generate its revenues provide the opportunity for the Company to continue
as a going concern for at least 12 months from the issuance of these condensed consolidated financial statements. While the Company believes
in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that
effect for at least twelve months from the issuance of these condensed consolidated financial statements. The ability of the Company
to continue as a going concern is dependent upon the Company’s ability to further implement its business plan. The accompanying
unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization
of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might
result from the outcome of the uncertainties described above. Use
of Estimates The
preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”)
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during each of the reporting
periods. Actual results could differ from those estimates. The Company’s significant estimates consist of:
● the
valuation of stock-based compensation;
● the
valuation of warrant liabilities;
● the
allowance for credit losses;
● the
valuation allowance for deferred tax assets; and
● impairment
of long-lived assets and goodwill. Cash
and Cash Equivalents Cash
and cash equivalents consist of cash, checking accounts, money market accounts, temporary investments and certificates of deposit with
maturities of three months or less when purchased. As of March 31, 2023 (Successor), the Company had cash equivalents of approximately $2,000 thousand of certificates of
deposit held by a number of banks limited to $250 thousand per bank with a duration of 90 days or less Accounts
Receivable, net and Allowance for Credit Losses Accounts
receivables are stated at the amount the Company expects to collect. The Company recognizes an allowance for credit losses to ensure
accounts receivables are not overstated due to un-collectability. Bad debt reserves are maintained for various customers based on a variety
of factors, including the length of time the receivables are past due, significant one-time events and historical experience. An additional
reserve for individual accounts is recorded when the Company becomes aware of a customer’s inability to meet its financial obligation,
such as in the case of bankruptcy filings, or deterioration in such customer’s operating results or financial position. If circumstances
related to a customer change, estimates of the recoverability of receivables would be further adjusted. The Company’s allowance
for credit losses is not significant as of March 31, 2023 (Successor) and at December 31, 2022 (Predecessor). Property
and Equipment, net Property
and equipment are recorded at cost, less accumulated depreciation and amortization. The Company depreciates its property and equipment
for financial reporting purposes using the straight-line method over the estimated useful lives of the assets, which range from 3 to
10 years. Leasehold improvements are amortized over the lesser of the useful life of the asset or the initial lease term. Expenditures
for maintenance and repairs, which do not extend the economic useful life of the related assets, are charged to operations as incurred,
and expenditures, which extend the economic life, are capitalized. When assets are retired, or otherwise disposed of, the costs and related
accumulated depreciation or amortization are removed from the accounts and any gain or loss on disposal is recognized. Intangible
Assets Intangible
assets primarily consist of developed technology, customer lists/relationships, non-compete agreements, intellectual property
agreements, export licenses and trade names/trademarks. They are amortized ratably over a range of 1 10 Goodwill The
Company tests goodwill for potential impairment at least annually, or more frequently if an event or other circumstance indicates that
the Company may not be able to recover the carrying amount of the net assets of the reporting unit. The Company has determined that the
reporting unit is the entire company, due to the integration of all of the Company’s activities. In evaluating goodwill for impairment,
the Company may assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that
the fair value of a reporting unit is less than its carrying amount. If the Company bypasses the qualitative assessment, or if the Company
concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company performs
a quantitative impairment test by comparing the fair value of a reporting unit with its carrying amount. The
Company calculates the estimated fair value of a reporting unit using a weighting of the income and market approaches. For the income
approach, the Company uses internally developed discounted cash flow models that include the following assumptions, among others: projections
of revenues, expenses, and related cash flows based on assumed long-term growth rates and demand trends; expected future investments
to grow new units; and estimated discount rates. For the market approach, the Company uses internal analyses based primarily on market
comparables. The Company bases these assumptions on its historical data and experience, third party appraisals, industry projections,
micro and macro general economic condition projections, and its expectations. Leases
and Right-of-Use Assets The
Company determines if an arrangement is a lease at its inception. Operating lease liabilities are recognized at the lease commencement
date based on the present value of lease payments over the lease term. The Company generally uses their incremental borrowing rate based
on the information available at the lease commencement date in determining the present value of future payments, because the implicit
rate of the lease is generally not known. Right-of-use assets related to the Company’s operating lease liabilities are measured
at lease inception based on the initial measurement of the lease liability, plus any prepaid lease payments and less any lease incentives.
The Company’s lease terms that are used in determining their operating lease liabilities at lease inception may include options
to extend or terminate the leases when it is reasonably certain that the Company will exercise such options. The Company amortizes their
right-of-use assets as operating lease expense generally on a straight-line basis over the lease term and classify both the lease amortization
and imputed interest as operating expenses. The Company does not recognize lease assets and lease liabilities for any lease with an original
lease term of less than one year. Income
Taxes The
Company accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between financial statement 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 the tax rate is recognized in income or expense in the period that the change is effective. Income tax benefits
are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely
than not that all or a portion of a deferred tax asset will either expire before the Company is able to realize the benefit, or that
future deductibility is uncertain. Comprehensive
Income (Loss) and Foreign Currency Translation The
Company reports comprehensive income (loss) and its components in its unaudited condensed consolidated financial statements. Comprehensive
loss consists of net loss and foreign currency translation adjustments, affecting stockholders’ equity that, under GAAP, are excluded
from net loss. Assets
and liabilities related to the Company’s foreign operations are calculated using the Philippine peso and Canadian Dollar, and are
translated at end-of-period exchange rates, while the related revenues and expenses are translated at average exchange rates prevailing
during the period. Gains or losses resulting from transactions denominated in foreign currencies are included in general and administrative
expenses in the unaudited condensed consolidated statements of operations. The Company engages in foreign currency denominated transactions
with customers that operate in functional currencies other than the U.S. dollar. Aggregate foreign currency net transaction losses were
not material for the period ended March 31, 2023 (Successor), period ended March 14, 2023 (Predecessor) and three months ended March
31, 2022 (Predecessor). Revenue
Recognition The
Company recognizes revenue when control is transferred of the promised products or services to its customers, in an amount that reflects
the consideration the Company expects to be entitled to in exchange for those products or services. The Company derives revenue from
its software as a service for cloud based software, as well as design, implementation and other professional services for work performed
in conjunction with its cloud based software. The Company enters into contracts with its customers whereby it grants a non-exclusive
cloud-based license for the use of its proprietary software and for professional services. The contracts may also provide for on-going
services for a specified price, which may include maintenance services, designated support, and enhancements, upgrades and improvements
to the software, depending on the contract. Licenses for cloud software provide the customer with a right to use the software as it exists
when made available to the customer. All software provides customers with the same functionality and differ mainly in the duration over
which the customer benefits from the software. License
Subscription Revenue Recognition (Software As A Service) With respect
to sales of the Company’s license agreements, customers generally pay fixed annual fees in advance in exchange for the Company’s
software service provided by via electronic, which are generally recognized ratably over the license term. Some agreements allow the
customer to terminate their subscription contracts before the end of the applicable term, and in such cases the customer is generally
entitled to a refund pro-rata but only for the elapsed time remaining at the point of termination, which would approximate the deferred
revenue at such time. The Company’s performance obligation is satisfied over time as the electronic services are provided continuously
throughout the service period. The Company recognizes revenue evenly over the service period using a time-based measure because the Company
is providing continuous access to its service. The Company’s customers generally pay within 30 to 60 days from the receipt of a
customer approved invoice. The timing
of the Company’s revenue recognition related to the licensing revenue stream is dependent on whether the software licensing agreement
entered into represents a service. Software that relies on an entity’s IP and is delivered only through a hosting arrangement,
where the customer cannot take possession of the software, is a service. Customers may purchase perpetual licenses or subscribe to licenses,
which provide customers with the same functionality and differ mainly in the duration over which the customer benefits from the software. Renewals
or extensions of licenses are evaluated as distinct licenses and revenue attributed to the distinct service is not recognized until (1)
the entity provides the distinct license (or makes the license available) to the customer and (2) the customer is able to use and benefit
from the distinct license. Renewal contracts are not combined with original contracts, and, as a result, the renewal right is evaluated
in the same manner as all other additional rights granted after the initial contract. The revenue is not recognized until the customer
can begin to use and benefit from the license, which is typically at the beginning of the license renewal period. The Company recognizes
revenue resulting from renewal of licensed software over time. Professional
Services Revenue Recognition The
Company’s professional services include milestone, fixed fee and time and materials contracts. Professional
services under milestone contracts are accounted for using the percentage of completion method. As soon as the outcome of a contract
can be estimated reliably, contract revenue is recognized in the statement of operations in proportion to the stage of completion of
the contract. Contract costs are expensed as incurred. Contract costs include all amounts that relate directly to the specific contract,
are attributable to contract activity, and are specifically chargeable to the customer under the terms of the contract. Professional
services are also contracted on the fixed fee and in some cases on a time and materials basis. Fixed fees are paid monthly, in phases,
or upon acceptance of deliverables. The Company’s time and materials contracts are paid weekly or monthly based on hours worked.
Revenue on time and material contracts is recognized based on a fixed hourly rate as direct labor hours are expended. Materials, or other
specified direct costs, are reimbursed as actual costs and may include markup. The Company has elected the practical expedient to recognize
revenue for the right to invoice because the Company’s right to consideration corresponds directly with the value to the customer
of the performance completed to date. For fixed fee contracts provided by in house personnel, the Company recognizes revenue evenly over
the service period using a time-based measure because the Company is providing continuous service. Because the Company’s contracts
have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose
information about its remaining performance obligations. Anticipated losses are recognized as soon as they become known. For the period
ended March 31, 2023 (Successor), period ended March 14, 2023 (Predecessor) and three months ended March 31, 2022 (Predecessor), the
Company did not incur any such losses. These amounts are based on known and estimated factors. Contract
Balances The
timing of the Company’s revenue recognition may differ from the timing of invoicing to and payment by its customers. The Company
records an unbilled receivable when revenue is recognized prior to invoicing and the Company has an unconditional right to payment. Alternatively,
when invoicing a customer precedes the company providing of the related services, the Company records deferred revenue until the performance
obligations are satisfied. The Company had deferred revenue of approximately $ 2,690
thousand and $ 2,162
thousand as of March 31, 2023 (Successor) and
December 31, 2022 (Predecessor), respectively, related to customer invoices rendered in advance for software licenses and professional
services provided by the Company’s technical staff. The Company expects to satisfy its remaining performance obligations for the
deferred revenue associated with professional services, and recognize the deferred revenue related to licenses generally over the remaining
contract term generally twelve months following the commencement of the license. The Company recognized revenue in the reporting period
of $ 170 thousand,
$ 865
thousand, and $ 1,328
thousand that was included in the contract liability
balance at the beginning of the period, for the period ended March 31, 2023 (Successor), period ended March 14, 2023 (Predecessor) and
three months ended March 31, 2022 (Predecessor), respectively. Costs
to Obtain a Contract The Company
recognizes eligible sales commissions as an asset as the commissions are an incremental cost of obtaining a contract with the customer
and the Company expects to recover these costs. The capitalized costs are amortized over the expected contract term. Cost
to Fulfill a Contract The Company
incurs costs to fulfill their obligations under a contract once it has obtained. These costs are generally not significant and are recorded
to expense as incurred. Multiple
Performance Obligations The
Company enters into contracts with customers for its technology that include multiple performance obligations. Each distinct performance
obligation was determined by whether the customer could benefit from the good or service on its own or together with readily available
resources. The Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company’s
process for determining standalone selling price considers multiple factors including the Company’s internal pricing model and
market trends that may vary depending upon the facts and circumstances related to each performance obligation. Sales
and Use Taxes The
Company presents transactional taxes such as sales and use tax collected from customers and remitted to government authorities on a net
basis. Shipping
and Handling Costs Shipping
and handling costs are expensed as incurred as part of cost of revenues. These costs were deemed to be nominal during each of the reporting
periods. Business
Combinations The
Company accounts for business combinations under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) 805 “Business Combinations” using the acquisition method of accounting, and accordingly, the assets and
liabilities of the acquired business are recorded at their fair values at the date of acquisition. The excess of the purchase price over
the estimated fair value is recorded as goodwill. All acquisition costs are expensed as incurred. Upon acquisition, the accounts and
results of operations are included as of and subsequent to the acquisition date. Segments The
Company and its Chief Executive Officer (“CEO”), acting as the Chief Operating Decision Maker (“CODM”) determines
its reporting units in accordance with FASB ASC 280, “Segment Reporting” (“ASC 280”). The Company evaluates a
reporting unit by first identifying its operating segments under ASC 280. The Company then evaluates each operating segment to determine
if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition
of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable,
when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically
similar and, if so, the operating segments are aggregated. The Company has one operating segment and reporting unit. The Company is organized
and operated as one business. Management reviews its business as a single operating segment, using financial and other information rendered
meaningful only by the fact that such information is presented and reviewed in the aggregate. Stock-Based
Compensation The
Company accounts for options granted to employees by measuring the cost of services received in exchange for the award of equity instruments
based upon the fair value of the award on the date of grant. The fair value of that award is then ratably recognized as an expense over
the period during which the recipient is required to provide services in exchange for that award. Forfeitures of unvested stock options
are recorded when they occur. The
Company incurred stock-based compensation charges of approximately $ 2 158 647 Derivative
Warrant Liabilities The Company
accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific
terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”)
and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding
financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all
of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common
stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted
at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. The Company currently
has two sets of warrants outstanding, known as the Private Placement Warrants and the Public Warrants, which are both classified as a
liability. For issued or modified warrants that meet all
of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the
time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required
to be recorded at their initial fair value on the date of issuance as a warrant liability, and adjusted to the then fair value in each
balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed
consolidated statements of operations and amounted to approximately $ 1,686 Earnings
Per Share The Company
computes basic and diluted earnings per share by dividing net income by the weighted average number of common shares outstanding during
the period. Diluted earnings per share are similarly calculated with the inclusion of dilutive common stock equivalents. The following
table summarizes the number of common shares and common share equivalents excluded from the calculation of diluted net income per common
share for period ended March 31, 2023 (Successor), which are excluded from the calculation because (i) the warrants were below their
exercise price and (ii) the stock options were not vested :
Schedule of antidilutive shares
Successor
Period
from
Stock
options 1,377
Warrants 24,080
Total 25,457 Fair
Value Measurements FASB
ASC 820, “Fair Value Measurements” (“ASC 820”), provides guidance on the development and disclosure of fair value
measurements. The Company follows this authoritative guidance for fair value measurements, which defines fair value, establishes a framework
for measuring fair value under generally accepted accounting principles in the United States, and expands disclosures about fair value
measurements. The guidance requires fair value measurements be classified and disclosed in one of the following three categories:
● Level
1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date
for identical assets or liabilities.
● Level
2: Observable prices that are based on inputs not quoted on active markets but corroborated
by market data.
● Level
3: Unobservable inputs which are supported by little or no market activity and values determined
using pricing models, discounted cash flow methodologies, or similar techniques, as well
as instruments for which the determination of fair value requires significant judgment or
estimation. Fair
value measurements discussed herein are based upon certain market assumptions and pertinent information available to management. Fair
value measurements are applied, when applicable, to determine the fair value of the Company’s warrant liability at each reporting
period. See Note 10. Fair
Value of Financial Instruments Financial
instruments consist of cash and cash equivalents, accounts receivable, notes and other receivable and accounts payable. The Company determines
the estimated fair value of such financial instruments presented in these financial statements using available market information and
appropriate methodologies. These financial instruments are stated at their respective historical carrying amounts, which approximate
fair value due to their short-term nature. Carrying
Value, Recoverability and Impairment of Long-Lived Assets The Company
has adopted FASB ASC 360 “Property, Plant, and Equipment” (“ASC 360”) for its long-lived assets. Pursuant to
ASC 360-10-35-17, an impairment loss shall be recognized only if the carrying amount of a long-lived asset (asset group) is not recoverable
and exceeds its fair value. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted
cash flows expected to result from the use and eventual disposition of the asset (asset group). That assessment shall be based on the
carrying amount of the asset (asset group) at the date it is tested for recoverability. An impairment loss shall be measured as the amount
by which the carrying amount of a long-lived asset (asset group) exceeds its fair value. Pursuant to ASC 360-10-35-20 if an impairment
loss is recognized, the adjusted carrying amount of a long-lived asset shall be its new cost basis. For a depreciable long-lived asset,
the new cost basis shall be depreciated (amortized) over the remaining useful life of that asset. Restoration of a previously recognized
impairment loss is prohibited. Pursuant
to ASC 360-10-35-21, the Company’s long-lived asset (asset group) is tested for recoverability whenever events or changes in circumstances
indicate that its carrying amount may not be recoverable. The Company considers the following to be some examples of such events or changes
in circumstances that may trigger an impairment review: (a) significant decrease in the market price of a long-lived asset (asset group);
(b) a significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition;
(c) a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset
group), including an adverse action or assessment by a regulator; (d) an accumulation of costs significantly in excess of the amount
originally expected for the acquisition or construction of a long-lived asset (asset group); (e) a current-period operating or cash flow
loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated
with the use of a long-lived asset (asset group); and (f) a current expectation that, more likely than not, a long-lived asset (asset
group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company tests
its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. Based
on its assessments, the Company recorded no Recently
Issued and Adopted Accounting Standards In October
2021, the FASB issued ASU 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”
(“ASU 2021-08”), which addresses diversity in practice related to the accounting for revenue contracts with customers acquired
in a business combination. Under the new guidance, the acquirer is required to apply Topic 606 to recognize and measure contract assets
and contract liabilities in a business combination. The effective date of the standard is for fiscal years beginning after December 15,
2022, including interim periods within those fiscal years, with early adoption permitted. CXApp adopted ASU 2021-08 on January 1, 2022.
As a result of management’s evaluation, the adoption of ASU 2021-08 did not have a material impact on the consolidated financial
statements. The Company
evaluated recently issued FASB accounting pronouncements and noted that no recent announcements were applicable to the Company. | NOTE
3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis
of Presentation The
accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles
generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and
regulations of the Securities and Exchange Commission (the “SEC”). As
described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the year
ended December 31, 2022 (collectively, the “Affected Period”), are restated in this Annual Report on Form 10-K/A
(Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the liability extinguishment
in the Company’s previously issued audited financial statements for such period. The restated financial statements are indicated
as “Restated” in the audited financial statements and accompanying notes, as applicable. See Note 2—Restatement of
Previously Issued Financial Statements for further discussion. Principles
of Consolidation The
accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. 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, 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 stockholder approval of any golden parachute payments
not previously approved. Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective
or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public
company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition
period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The
preparation of the consolidated financial statements in conformity with U.S. 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 at the
date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered
in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting
estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities. Accordingly,
the actual results could differ significantly from those estimates. Cash
and Cash Equivalents The
Company considers all short-term investments with an original maturity of six months or less when purchased to be cash equivalents. The
Company did not have any cash equivalents as of December 31, 2022 and 2021. Concentration
of Credit Risk The
Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit
of $ 250,000 Class
A Common Stock Subject to Possible Redemption The
Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards
Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject
to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable common stock
(including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon
the occurrence of uncertain events not within the Company’s control) is classified as temporary equity. At all other times, common
stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are
considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31,
2022 and 2021, 387,551 27,600,000 The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to
equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock
are affected by charges against additional paid in capital (to the extent available) and accumulated deficit. At
December 31, 2022 and 2021, the Class A common stock reflected in the consolidated balance sheets are reconciled in the following
table:
Schedule of reconciliation of Class A common stock reflected in the condensed balance sheet
Class A common stock subject to possible redemption, January 1, 2021 $ 278,760,000
Plus:
Accretion of carrying value to redemption value -
Class A common stock subject to possible redemption, December 31, 2021 278,760,000
Plus:
Waiver of Class A common stock issuance costs 9,288,090
Less:
Accretion of carrying value to redemption value (9,031,545 )
Redemption of Class A Common Stock (275,102,280 )
Class A common stock subject to redemption, December 31, 2022 $ 3,914,265 Offering
Costs Offering
costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the
Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based
on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as
incurred in the consolidated statements of operations. Offering costs associated with the Class A common stock issued were initially
charged to temporary equity. Offering costs incurred amounted to $ 15,688,848 5,520,000 9,660,000 508,848 15,239,420 449,428 Derivative
Warrant Liabilities The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s
specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards
Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging
(“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet
the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under
ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification.
This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent
quarterly period end date while the warrants are outstanding. For
issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component
of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification,
the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.
Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations.
The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a
binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market
price was used as the fair value of the Warrants (as defined below) as of each relevant date. Income
Taxes The
Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred
tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities
and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation
allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC
740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in
interim periods under ASC 740-270-30-5. As of December 31, 2022 and December 31, 2021, the Company’s deferred tax asset
had a full valuation allowance recorded against it. The Company’s effective tax rate was 0.3% 0.0% 21% ASC
740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes
a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim
period, disclosure and transition. The
Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no The
Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation
by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus
of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect
that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net
Income per Common Share The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per
common share is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period.
The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class
A common stock is excluded from earnings per share as the redemption value approximates fair value. The
calculation of diluted income per share does not consider the effect of the Warrants issued in connection with the (i) Initial Public
Offering, and (ii) the private placement since the exercise of the Warrants is contingent upon the occurrence of future events. The Warrants
are exercisable to purchase 24,080,000 The
following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):
Schedule of Reconciliation of net income per common share
Year Ended
December 31,
2022 2021
Class A Class B Class A Class B
Basic and diluted net income per common stock
Numerator:
Allocation of net income, as adjusted $ 5,385,193 $ 2,961,627 $ 7,366,307 $ 1,841,577
Denominator:
Basic and diluted weighted average shares outstanding 12,546,423 6,900,000 27,600,000 6,900,000
Basic and diluted net income per common stock $ 0.43 $ 0.43 $ 0.27 $ 0.27 Fair
Value of Financial Instruments The
fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value
Measurement,” approximate the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their
short-term nature, except the derivative warrant liabilities (see Note 10). Recent
Accounting Standards In
August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt — Debt with Conversion
and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“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. ASU
2020-06 is effective January 1, 2022 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 as of January 1, 2021 and the adoption did not have an impact
on its financial position, results of operations or cash flows. Management
does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material
effect on the Company’s consolidated financial statements. |
