Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 22, 2023 | |
Document Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-40167 | |
Entity Registrant Name | IRIS ACQUISITION CORP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3901431 | |
Entity Address, Address Line One | 3rd Floor Zephyr House | |
Entity Address, Address Line Two | Grand Cayman KY1-1001 | |
Entity Address, City or Town | George Town | |
Entity Address State Or Province | KY | |
Entity Address, Postal Zip Code | 10085 | |
City Area Code | 971 | |
Local Phone Number | 4 3966949 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001831874 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant | ||
Document Entity Information | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant | |
Trading Symbol | IRAAU | |
Security Exchange Name | NASDAQ | |
Class A common stock | ||
Document Entity Information | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | IRAA | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 1,413,104 | |
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | ||
Document Entity Information | ||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | |
Trading Symbol | IRAAW | |
Security Exchange Name | NASDAQ | |
Class B common stock | ||
Document Entity Information | ||
Entity Common Stock, Shares Outstanding | 6,900,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 45,337 | $ 280,640 |
Due from Sponsor | 121,256 | 1,256 |
Prepaid expenses and other current assets | 31,459 | 78,753 |
Total current assets | 198,052 | 360,649 |
Cash and Investments held in Trust Account | 14,523,768 | 15,127,621 |
Total Assets | 14,721,820 | 15,488,270 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,848,228 | 1,489,462 |
Due to related party | 75,000 | 75,000 |
Franchise tax payable | 50,000 | 447,133 |
Income taxes payable | 547,109 | 539,823 |
Promissory note - related party | 1,148,720 | 1,040,000 |
Total current liabilities | 3,669,057 | 3,591,418 |
Deferred underwriting fee payable | 9,660,000 | 9,660,000 |
Warrant liability | 1,052,281 | 942,646 |
Total Liabilities | 14,381,338 | 14,194,064 |
Commitments and Contingencies | ||
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 140,000 | 140,000 |
Accumulated deficit | (14,323,976) | (13,974,105) |
Total Stockholders' Deficit | (14,183,286) | (13,833,415) |
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit | 14,721,820 | 15,488,270 |
Class A common stock subject to possible redemption | ||
Current liabilities | ||
Class A common stock subject to possible redemption, 1,413,104 shares at redemption value of $10.28 and $10.71 at March 31, 2023 and December 31, 2022 | 14,523,768 | 15,127,621 |
Class A common stock not subject to possible redemption | ||
Stockholders' Deficit | ||
Common stock | 0 | 0 |
Class B common stock | ||
Stockholders' Deficit | ||
Common stock | $ 690 | $ 690 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Redemption value per share | $ 10.28 | $ 10.71 |
Preferred stock, par value, (in dollars per share) | $ 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 |
Class A common stock | ||
Common stock, par value, (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 280,000,000 | 280,000,000 |
Class A common stock subject to possible redemption | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 1,413,104 | 1,413,104 |
Redemption value per share | $ 10.28 | $ 10.71 |
Class A common stock not subject to possible redemption | ||
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Class B common stock | ||
Common stock, par value, (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 6,900,000 | 6,900,000 |
Common stock, shares outstanding | 6,900,000 | 6,900,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Formation and operating costs | $ 616,492 | $ 584,630 |
Loss from operations | (616,492) | (584,630) |
Other income (expense): | ||
Change in fair value of warrant liability | (109,635) | 4,393,550 |
Interest income on marketable securities held in Trust Account | 84,697 | 6,807 |
Total other (loss) income | (24,938) | 4,400,357 |
(Loss) income before provision for income taxes | (641,430) | 3,815,727 |
Provision for income taxes | (7,286) | |
Net (loss) income | $ (648,716) | $ 3,815,727 |
Class A common stock subject to possible redemption | ||
Other income (expense): | ||
weighted average shares outstanding, Basic | 1,413,104 | 27,600,000 |
Weighted average shares outstanding, Diluted | 1,413,104 | 27,600,000 |
Basic net (loss) income per share | $ (0.08) | $ 0.11 |
Diluted net (loss) income per share | $ (0.08) | $ 0.11 |
Class B common stock | ||
Other income (expense): | ||
weighted average shares outstanding, Basic | 6,900,000 | 6,900,000 |
Weighted average shares outstanding, Diluted | 6,900,000 | 6,900,000 |
Basic net (loss) income per share | $ (0.08) | $ 0.11 |
Diluted net (loss) income per share | $ (0.08) | $ 0.11 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Class B Common Stock Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2021 | $ 690 | $ (21,131,825) | $ (21,131,135) | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 6,900,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Net (loss) income | 3,815,727 | 3,815,727 | ||
Balance at the end at Mar. 31, 2022 | $ 690 | (17,316,098) | (17,315,408) | |
Balance at the end (in shares) at Mar. 31, 2022 | 6,900,000 | |||
Balance at the beginning at Dec. 31, 2022 | $ 690 | $ 140,000 | (13,974,105) | (13,833,415) |
Balance at the beginning (in shares) at Dec. 31, 2022 | 6,900,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Remeasurement of Class A common stock to redemption amount | 298,845 | 298,845 | ||
Net (loss) income | (648,716) | (648,716) | ||
Balance at the end at Mar. 31, 2023 | $ 690 | $ 140,000 | $ (14,323,976) | $ (14,183,286) |
Balance at the end (in shares) at Mar. 31, 2023 | 6,900,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (648,716) | $ 3,815,727 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Change in fair value of warrant liability | 109,635 | (4,393,550) |
Interest earned on cash and Investments held in Trust Account | (84,697) | (6,807) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 47,294 | 39,813 |
Due from Sponsor | (120,000) | |
Franchise taxes payable | (397,133) | 50,000 |
Income tax payable | 7,286 | |
Due to related party | 30,000 | |
Accounts payable and accrued expenses | 358,765 | 401,261 |
Net cash used in operating activities | (727,566) | (63,556) |
Cash Flows from Investing Activities: | ||
Cash withdrawn from Trust Account for tax payments and redemption adjustment | 752,141 | |
Cash deposited in Trust Account | (63,590) | |
Net cash provided by investing activities | 688,551 | |
Cash Flows from Financing Activities: | ||
Payment of redemptions for adjustment to Class A Common Stock | (305,008) | |
Proceeds from related party loan | 400,000 | |
Repayment of related party loan | (400,000) | |
Promissory Note - related party | 108,720 | |
Net cash used in financing activities | (196,288) | |
Net Change in Cash | (235,303) | (63,556) |
Cash, beginning of period | 280,640 | 336,228 |
Cash, end of period | 45,337 | $ 272,672 |
Supplemental disclosure of non-cash operating and financing activities: | ||
Remeasurement of Class A common stock subject to redemption value | $ (298,845) |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
Mar. 31, 2023 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Iris Acquisition Corp (the “Company”) formerly known as Tribe Capital Growth Corp I (name of the Company changed on July 27, 2022), is a blank check company incorporated in Delaware on November 5, 2020. The Company was incorporated 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”). As of March 31, 2023, the Company had not commenced any operations. All activity for the period from November 5, 2020 (inception) through March 31, 2023 relates to the Company’s formation and the initial public offering described below (the “IPO”), and subsequent to the IPO identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and unrealized gains and losses and the change in fair value of its warrants. The Company’s sponsor is Iris Acquisition Holdings LLC (formerly known as Tribe Arrow Holdings I LLC), a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on March 4, 2021 (the “Effective Date”). On March 9, 2021, the Company consummated the IPO of 27,600,000 units (the “Units”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,013,333 warrants (the “Private Warrants”) to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”), the representative of the underwriters of the IPO, at a price of $1.50 per Private Warrant, generating gross proceeds of $7,520,000, which is discussed in Note 4. Each warrant (including the Private Warrants and the warrants included as part of the Units) entitles the holder to purchase one share of common stock at a price of $11.50 per share. Transaction costs for the IPO amounting to $15,627,893 (consisting of $5,520,000 of underwriting discount, $9,660,000 of deferred underwriting discount, and $447,893 of other offering costs ) were recognized, of which $606,622 was (i) allocated to the public warrants and Private Warrants and (ii) included in the statements of operations, and $15,021,271 was charged directly to stockholders’ equity. Following the closing of the IPO on March 9, 2021, $276,000,000 (approximately $10.00 per Unit) from the net proceeds of the sale of the Units in the IPO, including the proceeds from the sale of the Private Warrants, was deposited in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. government securities, within the meaning set forth in 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. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay franchise taxes, the proceeds from the IPO and the sale of the Private Warrants will not be released from the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) the redemption of the Company’s public shares if the Company does not complete an initial Business Combination within 24 months from the closing of the IPO, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the IPO or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, in its sole discretion. The stockholders will be entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two The shares of common stock subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity The Company has only 24 months (subject to a six-month extension that has been approved by stockholders) from the closing of the IPO to complete the initial Business Combination (the “Combination Period”). However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any Founder Shares and public shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period, and (iv) vote any Founder Shares held by them and any public shares purchased during or after the IPO in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share, due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Business Combination Agreement On November 30, 2022, Iris Acquisition Corp, a Delaware corporation (“we,” “our,” or “Iris”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), Liminatus Pharma, LLC, a Delaware limited liability company (“Liminatus”), Liminatus Pharma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ParentCo (“Liminatus Merger Sub”), and SPAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ParentCo (“SPAC Merger Sub” and together with Liminatus Merger Sub, the “Merger Subs”), entered into a business combination agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”): (a) Liminatus Merger Sub will merge with and into Liminatus (the “Liminatus Merger”), with Liminatus surviving the Liminatus Merger as a direct wholly-owned subsidiary of ParentCo, and (b) simultaneously with the Liminatus Merger, SPAC Merger Sub will merge with and into Iris (the “SPAC Merger” and, together with the Liminatus Merger, the “Mergers”), with Iris surviving the SPAC Merger (the “SPAC Surviving Subsidiary”) as a direct wholly-owned subsidiary of ParentCo (the transactions contemplated by the foregoing clauses (a) and (b) the “Business Combination,” and together with the other transactions contemplated by the Business Combination Agreement, the “Transactions”). Liminatus is a clinical stage life sciences and pre-revenue company developing Guanylyl Cyclase C (“GCC”) chimeric antigen receptor (“CAR”)-T products and a GCC cancer vaccine, known as Ad5.F35-hGCC-PADRE (“Ad5hGCC-PADRE”), which it has licensed from Targeted Diagnostics & Therapeutics, Inc. (“TDT”). The Company is developing GCC CAR-T cell therapies to treat metastatic gastrointestinal cancers. The safety of Ad5hGCC-PADRE was established in a successful U.S. Food and Drug Administration (“FDA”) phase I clinical trial in November 2015 and the vaccine began an FDA phase IIa clinical trial in the fourth calendar quarter of 2019. The aggregate consideration to be paid in the Transactions to the direct or indirect owners of Liminatus will consist of 25.0 million shares of ParentCo’s common stock. The number of shares of the equity consideration was determined based on $10.00 per share value for ParentCo’s common stock. Concurrently with the execution of the Business Combination Agreement, ParentCo and Iris have entered into an equity subscription agreement (the “PIPE Equity Subscription Agreement”) with one accredited investor (the “PIPE Investor”) pursuant to which the PIPE Investor has committed to purchase 1,500,000 shares of ParentCo Common Stock at a purchase price per share of $10.00 (the “PIPE Shares”), for an aggregate purchase price of $15,000,000 (the “PIPE Equity Investment”). The obligations to consummate the transaction contemplated by the PIPE Equity Subscription Agreement are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. Simultaneously with the PIPE Equity Subscription Agreement, ParentCo and Iris have entered into a convertible note subscription agreement (the “Convertible Note Subscription Agreement”) with one accredited investor (the “PIPE Subscriber”) pursuant to which the PIPE Subscriber has committed to subscribe for and purchase 8% convertible notes (the “Convertible Notes”) of and from ParentCo in an aggregate principal amount of $25,000,000 (the “Convertible Notes Investment”) due three years after the Closing of the Business Combination, with an initial conversion price of $11.50 per share of ParentCo Common Stock, which is subject to future downward adjustment based upon the market price of the publicly traded ParentCo Common Stock. The obligations to consummate the transactions contemplated by the Convertible Note Subscription Agreement are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. On December 20, 2022, the Company, filed with the Secretary of State of the State of Delaware an amendment (the “Extension Amendment”) to the Company’s amended and restated certificate of incorporation to change the date by which the Company must consummate a business combination from March 9, 2023 to June 9, 2023 (subject to an additional three month extension at the discretion of the Board of Directors of the Company (the “Board”)). The Company’s stockholders approved the Extension Amendment at a special meeting of stockholders of the Company (the “Special Meeting”) on December 20, 2022. In connection with the Special Meeting, stockholders holding 26,186,896 Public Shares properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.08 per share, for an aggregate redemption amount of $263,963,913. Following such redemptions, 1,413,104 Public Shares remained outstanding in the trust. During the three months ended March 31, 2023, the redemption price was adjusted to the share price of $10.09 per share due to payment of the Delaware franchise tax, which resulted in the net payment of $305,008 of the second tranche redemption payment. Liquidity, Capital Resources and Going Concern The Company consummated its IPO on March 9, 2021. As of March 31, 2023, the Company had $45,337 in its operating bank account, and working capital deficit of approximately $3,421,005, respectively, which excludes $50,000 of franchise taxes payable which may be paid from interest earned on the Trust Account. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (see Note 5). As of March 31, 2023 and December 31, 2022, there were no Working Capital Loans outstanding. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination. 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 Accounts. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, Presentation of Financial Statements—Going Concern |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on April 18, 2023, as amended. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed financial statements in conformity with 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 condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Actual results could differ from those estimates. Cash 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 March 31, 2023 and December 31, 2022. As of March 31, 2023 and December 31, 2022, the Company had operating cash (i.e., cash held outside the Trust Account) of $45,337 and $280,640, respectively. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. As of March 31, 2023 and December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Common Stock Subject to Possible Redemption The Company accounts for its shares of common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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) is classified as a component of temporary equity. At all other times, shares of common stock are classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value of $10.28 and $10.71 as of March 31, 2023 and December 31, 2022, respectively, as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. Net (Loss) Income Per Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, Earnings Per Share Three Months Ended Three Months Ended March 31, 2023 March 31, 2022 (Unaudited) (Unaudited) Class A Class B Class A Class B Basic and diluted net income Numerator: Net (loss) income $ (110,272) $ (538,444) 3,052,582 763,145 Denominator: Basic and diluted 1,413,104 6,900,000 27,600,000 6,900,000 Basic and diluted net (loss) income per share $ (0.08) $ (0.08) $ 0.11 $ 0.11 Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A— Expenses of Offering 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 Measurements and Disclosures 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 Topic 815, Derivatives and Hedging ASC Topic 470-20, Debt with Conversion and Other Options, Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes 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 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed 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. There were no tax accruals relating to uncertain tax positions. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations 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. The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions, including California, and is subject to examination by the various taxing authorities. The Company was incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the Company’s business objectives 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 condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders 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 (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. On December 27, 2022, the Treasury published Notice 2023-2, which provided clarification on some aspects of the application of the excise tax. The notice generally provides that if a publicly traded U.S. corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax. Although such notice clarifies certain aspects of the excise tax, the interpretation and operation of aspects of the excise tax (including its application and operation with respect to SPACs) remain unclear and such interim operating rules are subject to change. Because the application of this excise tax is not entirely clear, any redemption or other repurchase effected by us, in connection with a business combination, extension vote or otherwise, may be subject to this excise tax. Because any such excise tax would be payable by us and not by the redeeming holder, it could cause a reduction in the value of our Class A common stock, cash available with which to effectuate a business combination or cash available for distribution in a subsequent liquidation. Whether and to what extent we would be subject to the excise tax in connection with a business combination will depend on a number of factors, including (i) the structure of the business combination, (ii) the fair market value of the redemptions and repurchases in connection with the business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the business combination (or any other equity issuances within the same taxable year of the business combination) and (iv) the content of any subsequent regulations, clarifications, and other guidance issued by the Treasury. Further, the application of the excise tax in respect of distributions pursuant to a liquidation of a publicly traded U.S. corporation is uncertain and has not been addressed by the Treasury in regulations, and it is possible that the proceeds held in the trust account could be used to pay any excise tax owed by us in the event we are unable to complete a business combination in the required time and redeem 100% of our remaining Class A common stock in accordance with our amended and restated certificate of incorporation, in which case the amount that would otherwise be received by our public stockholders in connection with our liquidation would be reduced. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended |
Mar. 31, 2023 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On March 9, 2021, the Company sold 27,600,000 units, which includes 3,600,000 units issued pursuant to the full exercise by the underwriters of their over-allotment option, at a purchase price of $10.00 per Unit, generating gross proceeds of $276,000,000. Each Unit consists of one share of Class A common stock, and one The Company paid an underwriting fee at the closing of the IPO of $5,520,000. As of March 9, 2021, an additional fee of $9,660,000 (see Note 6) was deferred and will become payable upon the Company’s completion of an initial Business Combination. The deferred portion of the fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. All of the 27,600,000 shares of Class A common stock sold as part of the units in the IPO contain a redemption feature which allows for the redemption of such shares of Class A common stock in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. On December 20, 2022, the Company, filed with the Secretary of State of the State of Delaware the Extension Amendment to the Company’s amended and restated certificate of incorporation to change the date by which the Company must consummate a business combination from March 9, 2023 to June 9, 2023 (subject to an additional three month extension at the discretion of the Board). The Company’s stockholders approved the Extension Amendment at the Special Meeting on December 20, 2022. In connection with the Special Meeting, stockholders holding 26,186,896 Public Shares properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.08 per share, for an aggregate redemption amount of $263,963,913. Following such redemptions, 1,413,104 Public Shares remained outstanding in the trust. During the three months ended March 31, 2023, the redemption price was adjusted to the share price of $10.09 per share due to payment of the Delaware franchise tax, which resulted in the net payment of $305,008 of the second tranche redemption payment. The Class A common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. As of March 31, 2023 and December 31, 2022, the common stock reflected on the condensed balance sheets are reconciled in the following table: Class A common stock subject to possible redemption as December 31, 2022 $ 15,127,621 Less: Remeasurement of carrying value to redemption value (298,845) Less: Adjustment to share price for shares redeemed in December 2022 (305,008) Class A common stock subject to possible redemption as March 31, 2023 $ 14,523,768 Warrants The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than fifteen 60 Once the warrants become exercisable, the Company may call the warrants for redemption for cash: ● 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 (the “ 30-day redemption period”); and ● if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company for cash, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended |
Mar. 31, 2023 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor and Cantor purchased an aggregate of 5,013,333 Private Warrants at a price of $1.50 per Private Warrant, for an aggregate purchase price of $7,520,000, in a private placement. Each Private Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Warrants will expire worthless. The Private Warrants are identical to the public warrants included as part of the Units sold in the IPO except that they will be non-redeemable and exercisable on a cashless basis for as long as the Private Warrants are held by the Sponsor or Cantor, the representative of the underwriters, or its permitted transferees. Additionally, for so long as the Private Warrants are held by Cantor or its designees or affiliates, they may not be exercised after five years from the commencement of sales of the IPO. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In December 2020, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B common stock, par value $0.0001 (the “Founder Shares”). In February 2021, the Company effected a stock dividend of 0.2 shares for each share of Class B common stock outstanding, resulting in the Sponsor holding an aggregate of 6,900,000 Founder Shares (up to an aggregate of 900,000 of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). All shares and associated amounts have been retroactively restated to reflect the stock dividend. As a result of the underwriters’ election to fully exercise their over-allotment option, the 900,000 shares were no longer subject to forfeiture. The Sponsor has agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of its stockholders having the right to exchange their Class A common stock for cash, securities or other property (the “lock-up”). Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lock-up. Promissory Note — Related Party On December 4, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and are due at the earlier of June 30, 2021 or the closing of the Proposed Public Offering. The loan was to be repaid upon the closing of the IPO out of the $1,000,000 of offering proceeds that had been allocated to the payment of offering expenses. The Promissory Note is no longer available to the Company. On May 27, 2022, the Sponsor agreed to loan the Company up to $300,000 for working capital purposes. These loans are non-interest bearing, unsecured and are due by December 31, 2022. As of March 31, 2023, the outstanding note was not repaid. On October 10, 2022, the Company issued an unsecured promissory note in the aggregate principal amount up to $550,000 to Iris Acquisition Holdings LLC, the Company’s Sponsor. Pursuant to the Note, the Sponsor agreed to loan to the Company an aggregate amount up to $550,000 payable on March 1, 2023. 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 for working capital purposes. During the three months ended March 31, 2023, the Company obtained proceeds of $400,000 to use for the payment of vendors. Before these proceeds were disbursed to vendors, Management decided to repay the outstanding balance in full. As of March 31, 2023, the Company’s outstanding balance was $540,000 under this loan. On December 20, 2022, the Company issued an unsecured promissory note in the aggregate principal amount up to $750,000 to the Company’s Sponsor. Pursuant to the Note, the Sponsor agreed to loan to the Company an aggregate amount up to $750,000 payable on the earlier of June 22, 2023 or the consummation of a business combination. The Note does not bear interest. Upon the closing of a business combination, the Company shall pay an amount equal to 150% of the principal amount. 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 for working capital purposes. As of March 31, 2023, the Company’s outstanding balance was $308,720 under this loan. Related Party Loans In addition, in order to fund working capital deficiencies or finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest bearing basis (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to 1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Warrants. As of March 31, 2023 and December 31, 2022, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Subsequent to the closing of the IPO, the Company began paying an affiliate of the Sponsor, Tribe Capital Markets LLC (“Tribe”) $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2023 and 2022, the Company incurred $0 and $30,000 of administrative service fees, respectively, which are included in formation and operating costs on the condensed statements of operations. For the years ended March 31, 2023 and December 31, 2022, $0 related to this agreement is recorded in due to related party on the condensed balance sheets. As of March 31, 2023 and December 31, 2022, the due to related party consists of $75,000 from the Sponsor to a vendor to pay for consulting services on behalf of the Company. On June 1, 2022, Tribe withdrew as a member of the Sponsor. In conjunction with its withdrawal as a member, Tribe resigned as the managing member of the Sponsor effective June 1, 2022. Members holding a majority of the membership interest in the Sponsor appointed Arrow Multi Asset Fund – Arrow SP6 (“Arrow”) as the managing member of the Sponsor effective June 1, 2022. Following the withdrawal of Tribe as a member of the Sponsor, the $140,000 of administrative expense payable as of June 1, 2022 was forgiven and reclassified as a capital contribution. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Warrants, which were issued in a private placement simultaneously with the closing of the IPO and the shares of Class A common stock underlying such Private Warrants and (iii) Private Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement to be signed prior to or on the Effective Date. The holders of these securities are entitled to make up to three demands, excluding Form S-3 demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to an underwriting discount of 2% (or $5,520,000) of the gross proceeds of the IPO and deferred underwriting discount of 3.5% (or $9,660,000) of the gross proceeds of the IPO upon the completion of the Company’s initial Business Combination. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 3 Months Ended |
Mar. 31, 2023 | |
STOCKHOLDERS' DEFICIT | |
STOCKHOLDERS' DEFICIT | NOTE 7. STOCKHOLDERS’ DEFICIT Preferred stock Class A common stock Class B common stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the Delaware General Corporation Law or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. The Class B common stock will automatically convert into Class A common stock upon the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 83% of the total number of Class A common stock outstanding after such conversion, including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding (i) any shares of Class A common stock redeemed by public stockholders in connection with the initial Business Combination and (ii) any Class A common stock or equity-linked securities exercisable for or convertible into Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2023 | |
INCOME TAXES | |
INCOME TAXES | NOTE 8. INCOME TAXES The Company’s effective tax rate for the three months ended March 31, 2023 and 2022 was 1.1% and 0.0%, respectively. The Company’s effective tax rate differs from the statutory income tax rate of 21% primarily due to the changes in the fair value of warrant liabilities, transaction costs and change in the valuation allowance. The Company has used a discrete effective tax rate method to calculate taxes for the three months ended March 31, 2023. The Company believes that, at this time, the use of the discrete method for the three months ended March 31, 2023 is appropriate as the estimated annual effective tax rate method. |
RECURRING FAIR VALUE MEASUREMEN
RECURRING FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2023 | |
RECURRING FAIR VALUE MEASUREMENTS | |
RECURRING FAIR VALUE MEASUREMENTS | NOTE 9. RECURRING FAIR VALUE MEASUREMENTS As of March 31, 2023 and December 31, 2022, the Company’s warrant liabilities were valued at $1,052,281 and $942,646, respectively. Under the guidance in ASC 815-40, the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the condensed balance sheets at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statements of operations. All of the Company’s permitted investments are held in a money market fund. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s warrant liability for the Private Placement Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrant liability is classified within Level 3 of the fair value hierarchy. The Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. During the year ended December 31, 2021, the Public Warrants were reclassified from a Level 3 to a Level 1 classification. The following table presents fair value information as of March 31, 2023 and December 31, 2022 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Description Amount at Fair Value Level 1 Level 2 Level 3 March 31, 2023 (Unaudited) Assets: Cash held in Trust Account: $ 14,523,768 $ 14,523,768 $ — $ — Liabilities: Public Warrants $ 592,020 $ 592,020 $ — $ — Private Warrants $ 460,261 $ — $ — $ 460,261 December 31, 2022 Assets: Cash held in Trust Account: $ 15,127,621 $ 15,127,621 $ — $ — Liabilities: Public Warrants $ 524,400 $ 524,400 $ — $ — Private Warrants $ 418,246 $ — $ — $ 418,246 Measurement The key inputs into the Monte Carlo simulation model for the Warrants were as follows at initial measurement, March 31, 2023 and December 31, 2022: March 31, 2022 (Unaudited) December 31, 2022 Risk-free interest rate 4.67 % 4.75 % Expected term (years) 0.96 0.69 Expected volatility 9.3 % 11.1 % Exercise Price 11.50 11.50 The change in the fair value of the warrant liabilities classified as Level 3 for three months ended March 31, 2023 and the year ended December 31,2022 is summarized as follows: Fair value at December 31, 2021 $ 4,594,820 Change in fair value (1,977,860) Fair value at March 31, 2022 (unaudited) 2,616,960 Change in fair value (1,789,760) Fair value at June 30, 2022 (unaudited) 827,200 Change in fair value (536,427) Fair value at September 30, 2022 (unaudited) 290,773 Change in fair value 127,473 Fair value at December 31, 2022 418,246 Change in fair value 42,015 Fair value at March 31, 2023 (unaudited) $ 460,261 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company has evaluated all events that occurred through the date of this filing. On May 1, 2023, JPMorgan Chase & Co. acquired all deposit accounts and substantially all the assets and assumed certain of the liabilities of First Republic Bank (“FRB”) following a seizure by the U.S. Federal Deposit Insurance Corporation. The Company maintained cash deposits with FRB. The Company expects no material impact on its condensed financial statements or day-to-day operations as a result of these recent developments. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on April 18, 2023, as amended. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with 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 condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Actual results could differ from those estimates. |
Cash | Cash 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 March 31, 2023 and December 31, 2022. As of March 31, 2023 and December 31, 2022, the Company had operating cash (i.e., cash held outside the Trust Account) of $45,337 and $280,640, respectively. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. As of March 31, 2023 and December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its shares of common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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) is classified as a component of temporary equity. At all other times, shares of common stock are classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value of $10.28 and $10.71 as of March 31, 2023 and December 31, 2022, respectively, as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. |
Net (Loss) Income Per Common Stock | Net (Loss) Income Per Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, Earnings Per Share Three Months Ended Three Months Ended March 31, 2023 March 31, 2022 (Unaudited) (Unaudited) Class A Class B Class A Class B Basic and diluted net income Numerator: Net (loss) income $ (110,272) $ (538,444) 3,052,582 763,145 Denominator: Basic and diluted 1,413,104 6,900,000 27,600,000 6,900,000 Basic and diluted net (loss) income per share $ (0.08) $ (0.08) $ 0.11 $ 0.11 |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A— Expenses of Offering |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurements and Disclosures |
Derivative Financial Instruments | 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 Topic 815, Derivatives and Hedging ASC Topic 470-20, Debt with Conversion and Other Options, |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes 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 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed 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. There were no tax accruals relating to uncertain tax positions. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations 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. The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions, including California, and is subject to examination by the various taxing authorities. The Company was incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. |
Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the Company’s business objectives 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 condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders 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 (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. On December 27, 2022, the Treasury published Notice 2023-2, which provided clarification on some aspects of the application of the excise tax. The notice generally provides that if a publicly traded U.S. corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax. Although such notice clarifies certain aspects of the excise tax, the interpretation and operation of aspects of the excise tax (including its application and operation with respect to SPACs) remain unclear and such interim operating rules are subject to change. Because the application of this excise tax is not entirely clear, any redemption or other repurchase effected by us, in connection with a business combination, extension vote or otherwise, may be subject to this excise tax. Because any such excise tax would be payable by us and not by the redeeming holder, it could cause a reduction in the value of our Class A common stock, cash available with which to effectuate a business combination or cash available for distribution in a subsequent liquidation. Whether and to what extent we would be subject to the excise tax in connection with a business combination will depend on a number of factors, including (i) the structure of the business combination, (ii) the fair market value of the redemptions and repurchases in connection with the business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the business combination (or any other equity issuances within the same taxable year of the business combination) and (iv) the content of any subsequent regulations, clarifications, and other guidance issued by the Treasury. Further, the application of the excise tax in respect of distributions pursuant to a liquidation of a publicly traded U.S. corporation is uncertain and has not been addressed by the Treasury in regulations, and it is possible that the proceeds held in the trust account could be used to pay any excise tax owed by us in the event we are unable to complete a business combination in the required time and redeem 100% of our remaining Class A common stock in accordance with our amended and restated certificate of incorporation, in which case the amount that would otherwise be received by our public stockholders in connection with our liquidation would be reduced. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of reconciliation of basic and diluted net income per share for each class of common stock | Three Months Ended Three Months Ended March 31, 2023 March 31, 2022 (Unaudited) (Unaudited) Class A Class B Class A Class B Basic and diluted net income Numerator: Net (loss) income $ (110,272) $ (538,444) 3,052,582 763,145 Denominator: Basic and diluted 1,413,104 6,900,000 27,600,000 6,900,000 Basic and diluted net (loss) income per share $ (0.08) $ (0.08) $ 0.11 $ 0.11 |
INITIAL PUBLIC OFFERING (Tables
INITIAL PUBLIC OFFERING (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
INITIAL PUBLIC OFFERING | |
Schedule of common stock reflected on the condensed balance sheets are reconciled | As of March 31, 2023 and December 31, 2022, the common stock reflected on the condensed balance sheets are reconciled in the following table: Class A common stock subject to possible redemption as December 31, 2022 $ 15,127,621 Less: Remeasurement of carrying value to redemption value (298,845) Less: Adjustment to share price for shares redeemed in December 2022 (305,008) Class A common stock subject to possible redemption as March 31, 2023 $ 14,523,768 |
RECURRING FAIR VALUE MEASUREM_2
RECURRING FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
RECURRING FAIR VALUE MEASUREMENTS | |
Schedule of Company's financial assets and liabilities that were accounted for at fair value on a recurring basis | Description Amount at Fair Value Level 1 Level 2 Level 3 March 31, 2023 (Unaudited) Assets: Cash held in Trust Account: $ 14,523,768 $ 14,523,768 $ — $ — Liabilities: Public Warrants $ 592,020 $ 592,020 $ — $ — Private Warrants $ 460,261 $ — $ — $ 460,261 December 31, 2022 Assets: Cash held in Trust Account: $ 15,127,621 $ 15,127,621 $ — $ — Liabilities: Public Warrants $ 524,400 $ 524,400 $ — $ — Private Warrants $ 418,246 $ — $ — $ 418,246 |
Schedule of key inputs into the Monte Carlo simulation model for the Warrants | March 31, 2022 (Unaudited) December 31, 2022 Risk-free interest rate 4.67 % 4.75 % Expected term (years) 0.96 0.69 Expected volatility 9.3 % 11.1 % Exercise Price 11.50 11.50 |
Schedule of change in the fair value of the warrant liabilities classified as Level 3 | Fair value at December 31, 2021 $ 4,594,820 Change in fair value (1,977,860) Fair value at March 31, 2022 (unaudited) 2,616,960 Change in fair value (1,789,760) Fair value at June 30, 2022 (unaudited) 827,200 Change in fair value (536,427) Fair value at September 30, 2022 (unaudited) 290,773 Change in fair value 127,473 Fair value at December 31, 2022 418,246 Change in fair value 42,015 Fair value at March 31, 2023 (unaudited) $ 460,261 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Mar. 09, 2021 | Nov. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 20, 2022 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||
Deferred underwriting fee payable | $ 9,660,000 | $ 9,660,000 | |||
Investment of cash into trust account | $ 63,590 | ||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | ||||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 2 days | ||||
Minimum net tangible assets upon consummation of the business combination | $ 5,000,001 | ||||
Threshold business days for redemption of public shares | 10 days | ||||
Maximum net interest to pay dissolution expenses | $ 100,000 | ||||
Cash redemption price | $ 10.28 | $ 10.71 | |||
Operating bank account | $ 45,337 | ||||
Working capital | (3,421,005) | ||||
Franchise tax payable | 50,000 | $ 447,133 | |||
Working capital loans outstanding | $ 0 | $ 0 | |||
Liminatus | |||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||
Aggregate consideration to be paid transactions | 25,000,000 | ||||
Aggregate equity consideration price | $ 10 | ||||
PIPE Equity Subscription Agreement | |||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||
PIPE Investor has committed to purchase shares | 1,500,000 | ||||
Stock purchase price per share | $ 10 | ||||
Aggregate purchase price | $ 15,000,000 | ||||
Equity subscription agreement | |||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||
Percentage of purchase convertible notes | 8% | ||||
Aggregate principal amount | $ 25,000,000 | ||||
After closing term of business combination | 3 years | ||||
Initial conversion price | $ 11.50 | ||||
Common stock exercised | 26,186,896 | ||||
Cash redemption price | $ 10.09 | $ 10.08 | |||
Temporary equity of redemption payment | $ 305,008 | ||||
Aggregate redemption amount | $ 263,963,913 | ||||
Stock subject to possible redemption | 1,413,104 | ||||
IPO | |||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||
Number of units issued | 27,600,000 | ||||
Unit price per unit | $ 10 | ||||
Gross proceeds from sale of units | $ 276,000,000 | ||||
Transaction costs | 15,627,893 | ||||
Underwriting discount | 5,520,000 | ||||
Deferred underwriting fee payable | 9,660,000 | ||||
Other offering costs | 447,893 | ||||
Transaction costs allocated to warrants | 606,622 | ||||
Transaction costs included in equity | 15,021,271 | $ 15,021,271 | |||
Investment of cash into trust account | $ 276,000,000 | ||||
Redemption period upon closure | 24 months | ||||
Private Placement | |||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||
Number of warrants to purchase shares issued | 5,013,333 | ||||
Price of warrant | $ 1.50 | ||||
Gross proceeds from Issuance of warrants | $ 7,520,000 | ||||
Private Placement | Warrants | |||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||
Number of warrants to purchase shares issued | 1 | ||||
Price of warrant | $ 11.50 | ||||
Over-allotment option | |||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||
Number of units issued | 3,600,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | ||
Mar. 09, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Cash held outside the Trust Account | $ 45,337 | $ 280,640 | |
Redemption value per share | $ 10.28 | $ 10.71 | |
Class A common stocks in the calculation of diluted income per share | 14,437,500 | ||
Unrecognized tax benefits | $ 0 | $ 0 | |
Unrecognized tax benefits accrued for interest and penalties | 0 | $ 0 | |
IPO | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Total offering costs | 15,627,893 | ||
Underwriting discount | $ 5,520,000 | 5,520,000 | |
Deferred underwriting discount | 9,660,000 | 9,660,000 | |
Other offering costs | 447,893 | ||
Offering costs | 606,622 | ||
Transaction costs included in equity | $ 15,021,271 | $ 15,021,271 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of net income per common stock (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Class A common stock | ||
Numerator: | ||
Net (loss) income | $ (110,272) | $ 3,052,582 |
Denominator: | ||
Basic | 1,413,104 | 27,600,000 |
Diluted | 1,413,104 | 27,600,000 |
Basic net (loss) income per share | $ (0.08) | $ 0.11 |
Diluted net (loss) income per share | $ (0.08) | $ 0.11 |
Class B common stock | ||
Numerator: | ||
Net (loss) income | $ (538,444) | $ 763,145 |
Denominator: | ||
Basic | 6,900,000 | 6,900,000 |
Diluted | 6,900,000 | 6,900,000 |
Basic net (loss) income per share | $ (0.08) | $ 0.11 |
Diluted net (loss) income per share | $ (0.08) | $ 0.11 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | 3 Months Ended | |||
Mar. 09, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 20, 2022 | |
INITIAL PUBLIC OFFERING | ||||
Number of warrants in a unit | 0.25 | |||
Warrants expiration term | 5 years | |||
Cash redemption price | $ 10.28 | $ 10.71 | ||
Equity subscription agreement | ||||
INITIAL PUBLIC OFFERING | ||||
Common stock exercised | 26,186,896 | |||
Cash redemption price | $ 10.09 | $ 10.08 | ||
Temporary equity of redemption payment | $ 305,008 | |||
Aggregate redemption amount | $ 263,963,913 | |||
Stock subject to possible redemption | 1,413,104 | |||
Class A common stock | ||||
INITIAL PUBLIC OFFERING | ||||
Number of shares in a unit | 1 | |||
Number of shares issuable per warrant | 1 | |||
Public warrants | ||||
INITIAL PUBLIC OFFERING | ||||
Exercise price of warrants | $ 0.01 | |||
Warrants expiration term | 5 years | |||
Public warrants | Class A common stock | ||||
INITIAL PUBLIC OFFERING | ||||
Exercise price of warrants | $ 11.50 | |||
Warrants exercisable term after the completion of a business combination | 30 days | |||
Warrants exercisable term from the closing of the public offering | 12 months | |||
IPO | ||||
INITIAL PUBLIC OFFERING | ||||
Number of units issued | 27,600,000 | |||
Gross proceeds from sale of units | $ 276,000,000 | |||
Underwriting fee | 5,520,000 | 5,520,000 | ||
Additional fee | $ 9,660,000 | $ 9,660,000 | ||
IPO | Class A common stock | ||||
INITIAL PUBLIC OFFERING | ||||
Number of units issued | 27,600,000 | |||
IPO | Public warrants | ||||
INITIAL PUBLIC OFFERING | ||||
Number of shares issuable per warrant | 1 | |||
Exercise price of warrants | $ 11.50 | |||
Over-allotment option | ||||
INITIAL PUBLIC OFFERING | ||||
Number of units issued | 3,600,000 | |||
Purchase price, per unit | $ 10 |
INITIAL PUBLIC OFFERING - Commo
INITIAL PUBLIC OFFERING - Common stock reflected on the condensed balance sheets are reconciled (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
INITIAL PUBLIC OFFERING | ||
Less: Remeasurement of carrying value to redemption value | $ (298,845) | |
Class A common stock subject to possible redemption | ||
INITIAL PUBLIC OFFERING | ||
Less: Remeasurement of carrying value to redemption value | (298,845) | |
Less: Adjustment to share price for shares redeemed | (305,008) | |
Class A common stock subject to possible redemption | $ 14,523,768 | $ 15,127,621 |
INITIAL PUBLIC OFFERING - Warra
INITIAL PUBLIC OFFERING - Warrants (Details) | Mar. 09, 2021 D $ / shares shares |
INITIAL PUBLIC OFFERING | |
Percentage of gross proceeds on total equity proceeds | 60% |
Warrants expiration term | 5 years |
Redemption period | 30 days |
Class A common stock | |
INITIAL PUBLIC OFFERING | |
Number of shares per warrant | shares | 1 |
Number of trading days on which fair market value of shares is reported | D | 20 |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 115% |
Class A common stock | Maximum | |
INITIAL PUBLIC OFFERING | |
Exercise price of warrants | $ / shares | $ 9.20 |
Redemption of warrants when price per share of class common stock equals or exceeds $18.00 | |
INITIAL PUBLIC OFFERING | |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 180% |
Share trigger price | $ / shares | $ 18 |
Threshold trading days for redemption of public warrants | D | 20 |
Threshold consecutive trading days for redemption of public warrants | D | 30 |
Threshold number of business days before sending notice of redemption to warrant holders | D | 3 |
Public Warrants | |
INITIAL PUBLIC OFFERING | |
Exercise price of warrants | $ / shares | $ 0.01 |
Warrants expiration term | 5 years |
Public Warrants | Class A common stock | |
INITIAL PUBLIC OFFERING | |
Exercise price of warrants | $ / shares | $ 11.50 |
Warrants exercisable term from the closing of the public offering | 12 months |
Warrants exercisable term after the completion of a business combination | 30 days |
Public Warrants | Redemption of warrants when price per share of class common stock equals or exceeds $18.00 | |
INITIAL PUBLIC OFFERING | |
Maximum period after business combination in which to file registration statement | 15 days |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Public Warrants | Redemption of warrants when the price per class A ordinary share equals or exceeds $10.00 | |
INITIAL PUBLIC OFFERING | |
Maximum threshold period for registration statement to become effective after business combination | 60 days |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) | Mar. 09, 2021 USD ($) $ / shares shares |
PRIVATE PLACEMENT | |
Warrants expiration term | 5 years |
Private Warrants | |
PRIVATE PLACEMENT | |
Price of warrant | $ / shares | $ 1.50 |
Private Placement | |
PRIVATE PLACEMENT | |
Number of warrants to purchase shares issued | shares | 5,013,333 |
Exercise price of warrants | $ / shares | $ 1.50 |
Private Placement | Warrants | |
PRIVATE PLACEMENT | |
Number of warrants to purchase shares issued | shares | 1 |
Exercise price of warrants | $ / shares | $ 11.50 |
Private Placement | Private Warrants | |
PRIVATE PLACEMENT | |
Number of warrants to purchase shares issued | shares | 5,013,333 |
Proceeds from issuance of warrants | $ | $ 7,520,000 |
Exercise price of warrants | $ / shares | $ 11.50 |
Number of shares per warrant | shares | 1 |
Warrants expiration term | 5 years |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - Class B common stock | 1 Months Ended | 3 Months Ended | ||
Feb. 28, 2021 shares | Dec. 31, 2020 USD ($) $ / shares shares | Mar. 31, 2023 D $ / shares shares | Dec. 31, 2022 $ / shares | |
RELATED PARTY TRANSACTIONS | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Over-allotment option | ||||
RELATED PARTY TRANSACTIONS | ||||
Shares no longer subject to forfeiture | 900,000 | |||
Sponsor | ||||
RELATED PARTY TRANSACTIONS | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Share dividend | 0.2 | |||
Aggregate number of shares owned | 6,900,000 | |||
Restrictions on transfer period of time after business combination completion | 1 year | |||
Founder Shares | Sponsor | ||||
RELATED PARTY TRANSACTIONS | ||||
Consideration received | $ | $ 25,000 | |||
Consideration received, per share | $ / shares | $ 0.004 | |||
Consideration received in shares | 5,750,000 | |||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||
Founder Shares | Sponsor | Over-allotment option | ||||
RELATED PARTY TRANSACTIONS | ||||
Shares subject to forfeiture | 900,000 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($) | 3 Months Ended | |||||||
Dec. 20, 2022 | Oct. 10, 2022 | Dec. 04, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Jun. 01, 2022 | May 27, 2022 | |
RELATED PARTY TRANSACTIONS | ||||||||
Repayment of related party loan | $ 400,000 | |||||||
Proceeds from related party loan | 400,000 | |||||||
Outstanding balance | 1,148,720 | $ 1,040,000 | ||||||
Due to related party | 75,000 | 75,000 | ||||||
Promissory Note with Related Party | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||||||
Repayment of related party loan | $ 1,000,000 | 540,000 | ||||||
Percentage of purchase convertible notes | 150% | |||||||
Promissory Note with Related Party | Sponsor | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Maximum borrowing capacity of related party promissory note | $ 750,000 | $ 550,000 | $ 300,000 | |||||
Aggregate principal amount | $ 750,000 | 550,000 | ||||||
Outstanding balance | 308,720 | |||||||
Due to related party | 75,000 | 75,000 | ||||||
Proceeds from issuance of debt to payment of vendors | $ 400,000 | |||||||
Administrative Support Agreement | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Due to related party | 0 | $ 0 | ||||||
Administrative Support Agreement | Operating Costs | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Expenses per month | 0 | $ 30,000 | ||||||
Administrative Support Agreement | Sponsor | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Expenses per month | $ 10,000 | |||||||
Administrative expense payable forgiven | $ 140,000 | |||||||
Related Party Loans | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Price of warrant | $ 1.50 | |||||||
Related Party Loans | Working Capital Loans Warrant | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Maximum number of loans convertible into warrants | 1,500,000 | |||||||
Outstanding borrowings | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 3 Months Ended | |
Mar. 31, 2023 USD ($) item | Dec. 31, 2022 USD ($) | |
COMMITMENTS AND CONTINGENCIES | ||
Maximum number of demands for registration of securities | item | 3 | |
underwriting discount (in percentage) | 2% | |
underwriting discount | $ 5,520,000 | |
Deferred underwriting discount (in percentage) | 3.50% | |
Deferred underwriting discount | $ 9,660,000 | $ 9,660,000 |
STOCKHOLDERS' DEFICIT - Preferr
STOCKHOLDERS' DEFICIT - Preferred stock (Details) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
STOCKHOLDERS' DEFICIT - Common
STOCKHOLDERS' DEFICIT - Common stock (Details) | 3 Months Ended | |
Mar. 31, 2023 Vote $ / shares shares | Dec. 31, 2022 $ / shares shares | |
STOCKHOLDERS' DEFICIT | ||
Common shares, votes per share | Vote | 1 | |
Class A common stock | ||
STOCKHOLDERS' DEFICIT | ||
Common stock, shares authorized | 280,000,000 | 280,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Class A common stock subject to possible redemption | ||
STOCKHOLDERS' DEFICIT | ||
Class A common stock subject to possible redemption, issued (in shares) | 1,413,104 | 1,413,104 |
Class A common stock subject to possible redemption, outstanding (in shares) | 1,413,104 | 1,413,104 |
Class B common stock | ||
STOCKHOLDERS' DEFICIT | ||
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 6,900,000 | 6,900,000 |
Common stock, shares outstanding | 6,900,000 | 6,900,000 |
Conversion of shares upon business combination | 1 | |
Aggregated shares issued upon converted basis (in percent) | 83% |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
INCOME TAXES | ||
Effective tax rate | 1.10% | 0% |
Statutory income tax rate | 21% |
RECURRING FAIR VALUE MEASUREM_3
RECURRING FAIR VALUE MEASUREMENTS (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Assets held in Trust Account: | ||
Cash held in Trust Account: | $ 14,523,768 | $ 15,127,621 |
Liabilities: | ||
Warrant liability | 1,052,281 | 942,646 |
Recurring | ||
Assets held in Trust Account: | ||
Cash held in Trust Account: | 14,523,768 | 15,127,621 |
Recurring | Public Warrants | ||
Liabilities: | ||
Warrant liability | 592,020 | 524,400 |
Recurring | Private Warrants | ||
Liabilities: | ||
Warrant liability | 460,261 | 418,246 |
Level 1 | Recurring | ||
Assets held in Trust Account: | ||
Cash held in Trust Account: | 14,523,768 | 15,127,621 |
Level 1 | Recurring | Public Warrants | ||
Liabilities: | ||
Warrant liability | 592,020 | 524,400 |
Level 3 | Recurring | Private Warrants | ||
Liabilities: | ||
Warrant liability | $ 460,261 | $ 418,246 |
RECURRING FAIR VALUE MEASUREM_4
RECURRING FAIR VALUE MEASUREMENTS - Key inputs into the Monte Carlo simulation model for the Warrants (Details) | Mar. 31, 2023 Y $ / shares | Dec. 31, 2022 $ / shares Y |
Risk-free interest rate | ||
RECURRING FAIR VALUE MEASUREMENTS | ||
Derivative warrants liability, measurement input | 0.0467 | 0.0475 |
Expected term (years) | ||
RECURRING FAIR VALUE MEASUREMENTS | ||
Derivative warrants liability, measurement input | Y | 0.96 | 0.69 |
Expected volatility | ||
RECURRING FAIR VALUE MEASUREMENTS | ||
Derivative warrants liability, measurement input | 0.093 | 0.111 |
Exercise Price | ||
RECURRING FAIR VALUE MEASUREMENTS | ||
Derivative warrants liability, measurement input | $ / shares | 11.50 | 11.50 |
RECURRING FAIR VALUE MEASUREM_5
RECURRING FAIR VALUE MEASUREMENTS - Change in the fair value of the warrant liabilities classified as Level 3 (Details) - Level 3 - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |||||
Fair value at beginning of period | $ 418,246 | $ 4,594,820 | $ 4,594,820 | $ 4,594,820 | $ 4,594,820 |
Change in fair value | 42,015 | (1,977,860) | (1,789,760) | (536,427) | 127,473 |
Fair value at end of period | $ 460,261 | $ 2,616,960 | $ 827,200 | $ 290,773 | $ 418,246 |