Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 14, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39983 | |
Entity Registrant Name | KERNEL GROUP HOLDINGS, INC. | |
Entity Central Index Key | 0001832950 | |
Entity Tax Identification Number | 98-1567976 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 2 Rousseau Street | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
City Area Code | (415) | |
Local Phone Number | 404-6356 | |
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 | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | KRNLU | |
Security Exchange Name | NASDAQ | |
Class A ordinary shares included as part of the units | ||
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Trading Symbol | KRNL | |
Security Exchange Name | NASDAQ | |
Redeemable warrants included as part of the units | ||
Title of 12(b) Security | Redeemable warrants included as part of the units | |
Trading Symbol | KRNLW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 6,315,949 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 7,618,750 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 804 | $ 93,095 |
Prepaid expenses | 200,291 | 42,022 |
Total current assets | 201,095 | 135,117 |
Cash and investments held in Trust Account | 79,151,314 | 309,234,766 |
Total Assets | 79,352,409 | 309,369,883 |
Current liabilities: | ||
Accrued expenses and other current liabilities | 3,660 | 1,949,715 |
Accrued expenses - related party | 230,000 | 170,000 |
Derivative liability – forward purchase agreement | 5,473,232 | 0 |
Total current liabilities | 10,813,721 | 2,968,135 |
Deferred underwriting commissions | 10,666,250 | |
Warrant liabilities | 2,878,500 | 174,354 |
Total Liabilities | 13,692,221 | 13,808,739 |
Class A ordinary shares subject to possible redemption, $0.0001 par value; 7,626,878 and 30,475,000 shares issued and outstanding at approximately $10.36 and $10.14 per share redemption value as of June 30, 2023 and December 31, 2022, respectively | 79,051,314 | 309,134,766 |
Shareholders’ Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of June 30, 2023 and December 31, 2022 | ||
Additional paid-in capital | ||
Accumulated deficit | (13,391,888) | (13,574,384) |
Total Shareholders’ Deficit | (13,391,126) | (13,573,622) |
Total Liabilities and Shareholders’ Deficit | 79,352,409 | 309,369,883 |
Common Class A [Member] | ||
Shareholders’ Deficit: | ||
Ordinary shares | ||
Common Class B [Member] | ||
Shareholders’ Deficit: | ||
Ordinary shares | 762 | 762 |
Related Party [Member] | ||
Current liabilities: | ||
Accounts payable | 3,269,696 | 848,420 |
Convertible promissory note, net of discount | 803,834 | |
Nonrelated Party [Member] | ||
Current liabilities: | ||
Convertible promissory note, net of discount | 1,033,299 | |
Derivative liability – forward purchase agreement | $ 5,473,232 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity, par value per share | $ 0.0001 | $ 0.0001 |
Class A ordinary shares, shares subject to possible redemption, issued | 7,626,878 | 30,475,000 |
Class A ordinary shares, shares subject to possible redemption, outstanding | 7,626,878 | 30,475,000 |
Common stocks subject to possible redemption, redemption price | $ 10.36 | $ 10.14 |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued | 0 | 0 |
Ordinary shares, shares outstanding | 0 | 0 |
Common Class B [Member] | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued | 7,618,750 | 7,618,750 |
Ordinary shares, shares outstanding | 7,618,750 | 7,618,750 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating and formation costs | $ 240,053 | $ 184,114 | $ 1,159,418 | $ 533,906 |
Administrative fees - related party | 30,000 | 30,000 | 60,000 | 60,000 |
Loss from operations | (270,053) | (214,114) | (1,219,418) | (593,906) |
Other income (expenses): | ||||
Unrealized gain (loss) from change in fair value of warrant liabilities | 4,077,875 | (2,704,146) | 10,554,500 | |
Income from investments held in Trust Account | 432,853 | 959,464 | 460,401 | |
Gain on waiver of deferred underwriting commissions by underwriter | 755,346 | 755,346 | ||
Change in fair value of derivative liabilities– forward purchase agreement | (5,473,232) | (5,473,232) | ||
Interest expense - amortization of debt discount | (872,996) | (905,400) | ||
Interest expense | (1,830) | (3,660) | ||
Net income (loss) | $ (5,862,765) | $ 4,296,614 | $ (8,591,046) | $ 10,420,995 |
Common Class A [Member] | ||||
Other income (expenses): | ||||
Basic weighted average shares outstanding, Class B ordinary shares | 7,626,878 | 30,475,000 | 12,676,187 | 30,475,000 |
Diluted weighted average shares outstanding, Class B ordinary shares | 7,626,878 | 30,475,000 | 12,676,187 | 30,475,000 |
Basic net income (loss) per share, Class B ordinary shares | $ (0.38) | $ 0.11 | $ (0.42) | $ 0.27 |
Diluted net income (loss) per share, Class B ordinary shares | $ (0.38) | $ 0.11 | $ (0.42) | $ 0.27 |
Common Class B [Member] | ||||
Other income (expenses): | ||||
Basic weighted average shares outstanding, Class B ordinary shares | 7,618,750 | 7,618,750 | 7,618,750 | 7,618,750 |
Diluted weighted average shares outstanding, Class B ordinary shares | 7,618,750 | 7,618,750 | 7,618,750 | 7,618,750 |
Basic net income (loss) per share, Class B ordinary shares | $ (0.38) | $ 0.11 | $ (0.42) | $ 0.27 |
Diluted net income (loss) per share, Class B ordinary shares | $ (0.38) | $ 0.11 | $ (0.42) | $ 0.27 |
Condensed Statement of Changes
Condensed Statement of Changes in Shareholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance at Dec. 31, 2021 | $ 762 | $ (24,845,647) | $ (24,844,885) | ||
Beginning balance, shares at Dec. 31, 2021 | 7,618,750 | ||||
Net income (loss) | 6,124,381 | 6,124,381 | |||
Ending balance at Mar. 31, 2022 | $ 762 | (18,721,266) | (18,720,504) | ||
Ending balance, shares at Mar. 31, 2022 | 7,618,750 | ||||
Beginning balance at Dec. 31, 2021 | $ 762 | (24,845,647) | (24,844,885) | ||
Beginning balance, shares at Dec. 31, 2021 | 7,618,750 | ||||
Net income (loss) | 10,420,995 | ||||
Ending balance at Jun. 30, 2022 | $ 762 | (14,800,117) | (14,799,355) | ||
Ending balance, shares at Jun. 30, 2022 | 7,618,750 | ||||
Beginning balance at Mar. 31, 2022 | $ 762 | (18,721,266) | (18,720,504) | ||
Beginning balance, shares at Mar. 31, 2022 | 7,618,750 | ||||
Remeasurement of Class A ordinary shares to redemption amount | (375,465) | (375,465) | |||
Net income (loss) | 4,296,614 | 4,296,614 | |||
Ending balance at Jun. 30, 2022 | $ 762 | (14,800,117) | (14,799,355) | ||
Ending balance, shares at Jun. 30, 2022 | 7,618,750 | ||||
Beginning balance at Dec. 31, 2022 | $ 762 | (13,574,384) | (13,573,622) | ||
Beginning balance, shares at Dec. 31, 2022 | 7,618,750 | ||||
Proceeds allocated to Share Rights of convertible promissory note - related party | 546,809 | 546,809 | |||
Remeasurement of Class A ordinary shares to redemption amount | (546,809) | (1,012,654) | (1,559,463) | ||
Net income (loss) | (2,728,281) | (2,728,281) | |||
Ending balance at Mar. 31, 2023 | $ 762 | (17,315,319) | (17,314,557) | ||
Ending balance, shares at Mar. 31, 2023 | 7,618,750 | ||||
Beginning balance at Dec. 31, 2022 | $ 762 | (13,574,384) | (13,573,622) | ||
Beginning balance, shares at Dec. 31, 2022 | 7,618,750 | ||||
Net income (loss) | (8,591,046) | ||||
Ending balance at Jun. 30, 2023 | $ 762 | (13,391,888) | (13,391,126) | ||
Ending balance, shares at Jun. 30, 2023 | 7,618,750 | ||||
Beginning balance at Mar. 31, 2023 | $ 762 | (17,315,319) | (17,314,557) | ||
Beginning balance, shares at Mar. 31, 2023 | 7,618,750 | ||||
Proceeds allocated to Share Rights of convertible promissory note - related party | 775,292 | 775,292 | |||
Remeasurement of Class A ordinary shares to redemption amount | (775,292) | 9,786,196 | 9,010,904 | ||
Net income (loss) | (5,862,765) | (5,862,765) | |||
Ending balance at Jun. 30, 2023 | $ 762 | $ (13,391,888) | $ (13,391,126) | ||
Ending balance, shares at Jun. 30, 2023 | 7,618,750 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (8,591,046) | $ 10,420,995 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Income from investments held in Trust Account | (959,464) | (460,401) |
Interest expense - amortization of debt discount | 905,400 | |
Unrealized gain (loss) on the change in fair value of warrant liabilities | 2,704,146 | (10,554,500) |
Change in fair value of derivative liabilities– forward purchase agreement | 5,473,232 | |
Gain on waiver of deferred underwriting commissions by underwriter | (755,346) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (158,268) | 164,340 |
Accounts payable | 2,421,276 | (794) |
Accrued expenses and other current liabilities | (1,946,055) | 132,286 |
Accrued expenses - related party | 60,000 | 60,000 |
Net cash used in operating activities | (846,125) | (238,074) |
Cash Flows from Investing Activities: | ||
Cash deposited into Trust Account | (1,500,000) | |
Proceeds from Trust Account for payment to redeeming shareholders | 232,542,916 | |
Net cash provided by investing activities | 231,042,916 | |
Cash Flows from Financing Activities: | ||
Proceeds from promissory note - related party | 803,834 | |
Proceeds from convertible promissory note | 1,450,000 | |
Payment to redeeming shareholders | (232,542,916) | |
Offering costs paid | (70,000) | |
Net cash used in financing activities | (230,289,082) | (70,000) |
Net Change in Cash | (92,291) | (308,074) |
Cash - Beginning of the period | 93,095 | 474,945 |
Cash - End of the period | 804 | 166,871 |
Non-cash investing and financing activities: | ||
Waiver of deferred underwriting commissions by underwriter | $ 9,910,904 |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Kernel Group Holdings, Inc. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on November 10, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of June 30, 2023, the Company had not commenced any operations. All activity from November 10, 2020 through June 30, 2023, relates to the Company’s formation and the preparation of its initial public offering (“Initial Public Offering”), as described below, and since the closing of the Initial Public Offering, the search for a target for the Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of dividend income, interest income or gains on investments on the cash and investments held in a Trust Account from the proceeds derived from the Initial Public Offering. The Company’s sponsor was Kernel Capital Holdings, LLC, a Delaware limited liability company (the “Original Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 2, 2021. On February 5, 2021, the Company consummated its Initial Public Offering of 30,475,000 3,975,000 10.00 304.8 17.4 10.7 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,750,000 1.00 8.8 On December 28, 2022 (the “Effective Date”), the Company entered into a purchase agreement with the Original Sponsor, and VKSS Capital, LLC, a Delaware corporation (the “New Sponsor” or “Sponsor”), pursuant to which the New Sponsor, or an entity designated by the New Sponsor, will purchase from the Original Sponsor 7,618,750 0.0001 8,750,000 0.0001 1.00 2,000,000 Upon the closing of the Initial Public Offering and the Private Placement, approximately $ 304.8 10.00 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act KERNEL GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.00 5,000,001 Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 The Company’s New Sponsor, officers and directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares If the Company is unable to complete a 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 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $ 100,000 KERNEL GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS In connection with the redemption of 100 100,000 The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commissions (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution in the Trust Account will be less than the $ 10.00 10.00 10.00 Charter Amendment and Share Redemptions In an extraordinary general meeting held on February 3, 2023, shareholders approved the Charter Amendment, changing the structure and cost of the Company’s right to extend the date (the “Termination Date”) by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “business combination”), (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100 300,000 0.06 22,848,122 10.15 231.9 74.7 On each of February 9, 2023, March 7, 2023, April 4, 2023, May 9, 2023, and June 6, 2023, the Company deposited $ 300,000 1,500,000 Proposed Business Combination On March 3, 2023, the Company entered into a business combination agreement by and among the Company, AIRO Group, Inc., a Delaware corporation (“ParentCo”), Kernel Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of ParentCo (“Kernel Merger Sub”), AIRO Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of ParentCo (“AIRO Merger Sub”), VKSS Capital, LLC, in its capacity as the Sponsor, AIRO Group Holdings, Inc., a Delaware corporation (“AIRO Group Holdings”), and AIRO Group Holdings’ sponsor, Dr. Chirinjeev Kathuria, in the capacity as the representative for AIRO Group Holdings’ shareholders (the “Seller Representative”) (as may be amended and/or restated from time to time, the “Business Combination Agreement”), pursuant to which, among other things, the Company will change the Company’s jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”). In connection with the Domestication, each Class B ordinary share, par value $ 0.0001 0.0001 0.0001 0.0001 Following the Domestication, the parties will effect the merger of Kernel Merger Sub with and into the Company, with the Company continuing as the surviving entity as a wholly owned subsidiary of ParentCo (the “First Merger”). Immediately following the First Merger, AIRO Merger Sub will merge with and into AIRO Group Holdings, with AIRO Group Holdings continuing as the surviving entity as a wholly owned subsidiary of ParentCo (the “Second Merger” and the other transactions contemplated by the Business Combination Agreement, together, the “Transaction”). KERNEL GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS As consideration for the Second Merger, the holders of AIRO Group Holdings’ securities collectively shall be entitled to receive from ParentCo, in the aggregate, a number of shares of ParentCo common stock with an aggregate value equal to (the “AIRO Merger Consideration”) (a) $770,000,000 minus (b) the amount, if any, by which the net working capital is less than negative $500,000, plus (c) the amount, if any, by which the net working capital exceeds $500,000 (but not less than zero), minus (d) the amount, if any, by which the closing net debt exceeds the target net debt of $75,000,000, by more than $500,000 (but not less than zero), plus (e) the amount, if any, by which the target net debt of $75,000,000 exceeds closing net debt, minus (f) the amount, if any, by which the company transaction expenses exceed the target company transaction expenses of $14,000,000 (but not less than zero). In addition, holders of AIRO Group Holdings’ securities shall also be entitled to receive from ParentCo, in the aggregate, an additional shares of ParentCo common stock with an aggregate value of up to $330,000,000 in the event that for any full 12-month period (each an “Earnout Period”) commencing on or after the Closing Date (the “Earnout Start Date”) and ending on or before the last day of the thirteenth full calendar quarter following the Closing Date (the “Earnout End Date”, and the period between the Earnout Start Date and the Earnout End Date, the “Earnout Eligibility Period”) ParentCo’s revenue is (i) greater than or equal to $42,600,000 for the first time during the Earnout Eligibility Period, (ii) greater than or equal to $141,400,000 for the first time during the Earnout Eligibility Period, and (iii) greater than or equal to $358,900,000 for the first time during the Earnout Eligibility Period, then ParentCo shall issue to each of the stockholders of AIRO Group Holdings such stockholder’s pro rata share of Earnout Shares with a value equal to $66,000,000 and the Sponsor shall be issued Earnout Shares with a value equal to $6,600,000. In the event that ParentCo’s EBITDA for any Earnout Period is (i) greater than or equal to $(19,300,000) for the first time during the Earnout Eligibility Period, (ii) greater than or equal to $4,000,000 for the first time during the Earnout Eligibility Period and (iii) greater than or equal to $98,600,000 for the first time during the Earnout Eligibility Period, then ParentCo shall issue to each of the stockholders of AIRO Group Holding such stockholder’s pro rata share of Earnout Shares with a value equal to $44,000,000 and the Sponsor shall be issued Earnout Shares with a value equal to $4,400,000. The Business Combination Agreement contains customary conditions to Closing, including the following mutual conditions of the parties (unless waived): (i) approval of the shareholders of Kernel Group Holdings, Inc. and AIRO Group Holdings of the Transaction and the other matters requiring shareholder approval; (ii) approvals of any required governmental authorities and completion of any antitrust expiration periods; (iii) receipt of specified third party consents; (iv) no law or order preventing the Transaction; (v) the Registration Statement having been declared effective by the SEC; (vi) no material uncured breach by the other party; (vii) no occurrence of a Material Adverse Effect with respect to the other party; (viii) the satisfaction of the $5,000,001 minimum net tangible asset test by Kernel; (ix) approval from Nasdaq for the listing of the shares of ParentCo’s common to be issued in connection with the Transaction; and (x) reconstitution of the Post-Closing Board as contemplated under the Business Combination Agreement. In addition, unless waived by AIRO Group Holdings, the obligations of AIRO Group Holdings to consummate the Transaction are subject to the satisfaction of the following additional Closing conditions, in addition to the delivery by Kernel of the Related Agreements (as defined and described in greater detail below), customary certificates and other Closing deliverables: (i) the representations and warranties of Kernel being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to customary exceptions, including materiality qualifiers); (ii) Kernel having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior to the date of the Closing; (iii) absence of any Material Adverse Effect with respect to Kernel since the date of the Business Combination Agreement which is continuing and uncured; (iv) the replacement of the Replacement Warrants and Replacement Options; (v) at the Closing, Kernel having $50,000,000 in Unencumbered Cash, including funds remaining in the trust account (after giving effect to the completion and payment of any redemptions and any Transaction Expenses) and the proceeds of the PIPE/Convertible Note Investment, 50% of any net cash proceeds of any capital investment raise and/or convertible debt raise conducted by the Company during the period beginning on the effective date of the Business Combination and ending on the Closing Date, and any net cash proceeds of any executed agreements regarding a capital investment raise and/or convertible debt raise conducted by Kernel or ParentCo in which such cash proceeds are required to be paid to ParentCo during the thirty (30) day period beginning on the Closing Date KERNEL GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Finally, unless waived by Kernel, the obligations of Kernel to consummate the Transaction are subject to the satisfaction of the following additional Closing conditions, in addition to the delivery by Kernel of the Related Agreements (as defined and described in greater detail below), customary certificates and other Closing deliverables: (i) the representations and warranties of AIRO Group Holdings being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to customary exceptions, including materiality qualifiers); (ii) AIRO Group Holdings having performed in all material respects their respective obligations and complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with by them on or prior to the date of the Closing; (iii) absence of any Material Adverse Effect with respect to AIRO Group Holdings and its subsidiaries on a consolidated basis since the date of the Business Combination Agreement which is continuing and uncured; (iv) delivery of AIRO’s 2022 Audited Financials within 60 days of the Business Combination Agreement’s signing; (v) the completion of Kernel’s legal due diligence of AIRO Group Holdings and its subsidiaries to Kernel’s reasonable satisfaction; (vi) the replacement of the Replacement Warrants and Replacement Options; and (vii) the aggregate amount of all Indebtedness of the Target Companies due earlier than 180 days after the Closing (less Company cash at Closing) is less than Fifty Million U.S. Dollars ($ 50,000,000 Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic 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 unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these unaudited condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. Going Concern As of June 30, 2023, the Company had approximately $ 804 10,612,626 The Company’s liquidity needs to date have been satisfied through a contribution of $ 25,000 77,000 1,150,000 1,450,000 77,000 Management has determined that the Company has access to funds from the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “ Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern, KERNEL GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these unaudited condensed financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and six months ended June 30, 2023, are not necessarily indicative of the results that may be expected through December 31, 2023, or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires the Company’s management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which the Company’s management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Two of the more significant accounting estimates included in these unaudited condensed financial statements are the determination of the fair value of the warrant liability and the determination of the fair value of the derivative liability for the forward purchase agreement. Actual results could differ from those estimates. 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 Deposit Insurance Corporation coverage limit of $ 250,000 250,000 Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no KERNEL GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. During the six months ended June 30, 2023, $ 232,542,916 79,151,314 309,234,766 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC Topic 820, “Fair Value Measurements”, equals or approximates the carrying amounts represented in the balance sheets, except for warrant liabilities (see Note 10). 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 consist of: ● 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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging”. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. KERNEL GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS The warrants issued in connection with the Initial Public Offering and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The fair value of warrants issued in connection with the Private Placement has been measured by using the market value of the public warrants. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo simulation and subsequently has been measured based on the market price at each measurement date when separately listed and traded. The determination of the fair value of the derivative liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The Forward Purchase Agreement (see Note 6) is classified as a derivative in the condensed balance sheets with changes in the fair value recognized in the unaudited condensed statements of operations. Convertible Promissory Notes On March 23, 2023, Polar Multi-Strategy Master Fund agreed to loan the Company an aggregate principal of $ 600,000 600,000 600,000 10 60,000 On April 4, 2023, Aesther Healthcare Sponsor agreed to loan the Company an aggregate principal of $ 50,000 50,000 50,000 10 5,000 On April 25, 2023, Polar Multi-Strategy Master Fund agreed to loan the Company an aggregate principal of $ 800,000 800,000 800,000 10 80,000 Collectively, the First Polar Fund Convertible Note, the Aesther Healthcare Convertible Note and the Second Polar Fund Convertible Note are referred to as the Convertible Notes. The Company accounted for its Share Rights as equity-classified instruments based on an assessment of the Share Right’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the Share Rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Share Rights meet all the requirements for equity classification under ASC 815, including whether the Share Rights are indexed to the Company’s own common stock, among other conditions for the equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of Rights issuance. Both the Convertible Promissory Note and the Share Rights meet the scope exception of ASC 815-10-15-74(a). The Company applied the guidance in ASC 470-20-25-2 “ Debt With Conversion and Other Options 53,191 546,809 4,409 45,591 70,299 729,701 1,033,299 416,701 KERNEL GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, and presented as other income (expenses) in the unaudited condensed statements of operations. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, Distinguishing Liabilities from Equity 7,626,878 30,475,000 22,848,122 Under ASC 480-10 S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Net income (loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a Business Combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase 23,987,500 Class A ordinary shares in calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and six months ended June 30, 2023 and 2022. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. KERNEL GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares. SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE OF ORDINARY SHARE For the Three Months Ended For the Three Months Ended Class A Class B Class A Class B Numerator: Allocation of net income (loss) - basic and diluted $ (2,932,945 ) $ (2,929,820 ) $ 3,437,291 $ 859,323 Denominator: Weighted average ordinary shares outstanding, basic and diluted 7,626,878 7,618,750 30,475,000 7,618,750 Basic and diluted net income (loss) per ordinary share $ (0.38 ) $ (0.38 ) $ 0.11 $ 0.11 For the Six Months Ended For the Six Months Ended Class A Class B Class A Class B Numerator: Allocation of Net income (loss) - basic and diluted $ (5,365,954 ) $ (3,225,092 ) $ 8,336,796 $ 2,084,199 Denominator: Weighted average ordinary shares outstanding, basic and diluted 12,676,187 7,618,750 30,475,000 7,618,750 Basic and diluted Net income (loss) per ordinary share $ (0.42 ) $ (0.42 ) $ 0.27 $ 0.27 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes”. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s financial statements. KERNEL GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 6 Months Ended |
Jun. 30, 2023 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On February 5, 2021, the Company consummated its Initial Public Offering of 30,475,000 3,975,000 10.00 304.8 17.4 10.7 22,848,122 Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of $ 11.50 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4. RELATED PARTY TRANSACTIONS Founder Shares On November 19, 2020, the Original Sponsor paid an aggregate of $ 25,000 5,750,000 1 for 1.25 forward stock split 5,750,000 7,187,500 75,000 50,000 1 for 1.06 forward stock split 7,187,500 7,618,750 7,493,750 993,750 20 993,750 The Initial Shareholders 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) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $ 12.00 20 30 150 On December 28, 2022, the Company entered into a purchase agreement with the Original Sponsor, and the New Sponsor, pursuant to which the New Sponsor, or an entity designated by the New Sponsor, will purchase from the Original Sponsor 7,618,750 0.0001 8,750,000 0.0001 1.00 2,000,000 Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated a private placement (the “Private Placement”) of 8,750,000 1.00 8.8 On December 28, 2022, the Original Sponsor transferred all Private Placement Warrants to the New Sponsor. KERNEL GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Each whole Private Placement Warrant is exercisable for one 11.50 The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 Related Party Loans In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1.5 1.00 During the six months ended June 30, 2023 , the Company entered into loan agreements with eleven investors and the Sponsor (the “Loan Agreements”). Pursuant to the Loan Agreements, the investors loaned the Sponsor a total of $ 1,150,000 8 803,834 Administrative Support Agreement Commencing on the date that the Company’s securities were first listed on Nasdaq through the earlier of consummation of the initial Business Combination or its liquidation, the Company agreed to pay the Sponsor $ 10,000 30,000 30,000 60,000 60,000 230,000 170,000 In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, officers or directors, or the Company’s or their affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account. For the three and six months ended June 30, 2023 and 2022, the Company did not incur or reimburse any Business Combination costs to the Sponsor or any related party. KERNEL GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 5. DEBT The Convertible Promissory Notes are non-interest bearing and are due within five business days from the date on which we consummate a Business Combination. If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Convertible Promissory Notes; however, no proceeds from the Trust Account may be used for such repayment if the Company does not consummate the Business Combination. The Convertible Promissory Notes may be converted into Class A Common Stock at one share for each $10 of additional capital contribution at the option of the investor. The Company complies with ASC Topic 835, Interest As described in Note 1, during the six months ended June 30, 2023 the Company entered into the First Polar Fund Convertible Note pursuant to which Polar Multi-Strategy Master Fund agreed to loan the Company an aggregate principal of $ 600,000 800,000 1,400,000 0 546,809 729,701 400,993 472,159 The Company also entered into the Aesther Healthcare Convertible Note during the three months ended June 30, 2023, pursuant to which Aesther Healthcare Sponsor agreed to loan the Company an aggregate principal of $ 50,000 50,000 0 45,591 32,248 The following table presents the aggregate of Convertible Promissory Notes as of June 30, 2023: SCHEDULE OF NOTES Principal value $ 1,450,000 Debt discount (416,701 ) Carrying value $ 1,033,299 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Convertible Promissory Note (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three KERNEL GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Underwriting Agreement The Company granted the underwriters a 45 3,975,000 The underwriters were entitled to an underwriting discount of $ 0.20 6.1 0.35 10.7 10,666,250 9,910,904 755,346 Forward Purchase Agreement In February 2023, the Company entered into a forward purchase agreement pursuant to which Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP (collectively the “Seller”), intends, but is not obligated, to purchase from the Company up to a maximum of 7,700,000 The Seller will determine in its sole discretion the specific number of forward purchase shares (up to 7,700,000 The forward purchase agreement also provides that the Seller is entitled to registration rights with respect to the forward purchase securities. The proceeds from the sale of the forward purchase shares may be used as part of the consideration to the Company in an initial Business Combination, expenses in connection with an initial Business Combination or for working capital in the post-Business Combination company. These purchases are required to be made regardless of whether any Class A ordinary shares are redeemed by the Public Shareholders and are intended to provide the Company with a minimum funding level for an initial Business Combination. The forward purchase shares will be issued only in connection with the closing of an initial Business Combination. The Company accounts for the forward purchase agreement in accordance with the guidance contained in ASC 480-10. Such guidance provides that because the forward purchase agreement does not meet the criteria for equity treatment thereunder, the agreement must be recorded as a liability. Accordingly, the Company classifies the forward purchase agreement as an asset or liability at its fair value. This asset or liability is subject to re-measurement at each balance sheet date. With each such remeasurement, the asset or liability will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statements of operations. The Company evaluated the forward purchase agreement at June 30, 2023 with a value of $ 5,473,232 Premium Finance Agreement - D&O Insurance In order to obtain a public company directors and officers insurance policy (“D&O Insurance”), the Company entered into two agreements with premium financing lenders, where by the lenders paid the D&O Insurance premium for the company (“Premium Finance Agreements”). If the Company were to not pay the lenders monthly installment payments, the lenders would cancel the D&O Insurance and the remaining D&O Insurance premium would be returned to the lenders. In addition, if the Company were to cancel the D&O Insurance, the remaining D&O Insurance premium would be returned to the lenders. The first Premium Finance Agreement is for $ 350,000 7.5 3,136 35,784 May 28, 2023 210,000 The second Premium Finance Agreement is for $ 194,569 7.5 1,744 19,893 May 28, 2023 116,741 KERNEL GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS During the three months ended June 30, 2023, the total expenses incurred under the Premium Finance Agreements, covering upfront, monthly and interest payments was $ 204,867 412,087 545,302 |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2023 | |
Warrants | |
WARRANTS | NOTE 7. WARRANTS As of June 30, 2023 and December 31, 2022, the Company had 15,237,500 8,750,000 Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 20 The warrants have an exercise price of $ 11.50 five years 9.20 60 20 9.20 115 18.00 18.00 10.00 180 10.00 10.00 The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except (i) that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 KERNEL GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 Once the warrants become exercisable, the Company may call the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of 30 ● if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $ 18.00 20 30 The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $ 0.10 30 ● if, and only if, the closing price of Class A ordinary shares equals or exceeds $ 10.00 20 30 ● if the closing price of the Class A ordinary shares for any 20 30 third 18.00 The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 0.361 In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. KERNEL GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS |
CLASS A ORDINARY SHARES SUBJECT
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | 6 Months Ended |
Jun. 30, 2023 | |
Class Ordinary Shares Subject To Possible Redemption | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | NOTE 8. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 0.0001 one 7,626,878 30,475,000 The Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled on the following table: SCHEDULE OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION Gross proceeds received from Initial Public Offering $ 304,750,000 Less: Fair value of Public Warrants at issuance (23,922,875 ) Offering costs allocated to Class A ordinary shares (16,172,159 ) Plus: Remeasurement on Class A ordinary shares to redemption value 40,095,034 Class A ordinary shares subject to possible redemption as of December 31, 2021 304,750,000 Remeasurement of carrying value to redemption value 4,384,766 Class A ordinary shares subject to possible redemption as of December 31, 2022 309,134,766 Redemption of shares (232,542,916 ) Remeasurement of carrying value to redemption value 1,559,464 Class A ordinary shares subject to possible redemption as of March 31, 2023 78,151,314 Derecognition of deferred underwriting fee payable allocated to Class A common shares 9,910,904 Remeasurement of carrying value to redemption value (9,010,904 ) Class A ordinary shares subject to possible redemption as of June 30, 2023 $ 79,051,314 |
SHAREHOLDERS_ DEFICIT
SHAREHOLDERS’ DEFICIT | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE 9. SHAREHOLDERS’ DEFICIT Preference Shares 1,000,000 0.0001 no Class A Ordinary Shares 500,000,000 0.0001 one 22,848,122 7,626,878 30,475,000 Class B Ordinary Shares 50,000,000 0.0001 5,750,000 1 for 1.25 7,187,500 1 for 1.06 7,187,500 7,618,750 7,618,750 993,750 20 993,750 7,618,750 Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20 one KERNEL GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS Description Amount at Fair Value Level 1 Level 2 Level 3 June 30, 2023 (Unaudited) Liabilities Derivative liability - forward purchase agreement $ 5,473,232 $ — $ — $ 5,473,232 Warrant liability – Public Warrants $ 1,828,500 $ — $ 1,828,500 $ — Warrant liability – Private Placement $ 1,050,000 $ — $ 1,050,000 $ — Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2022 Assets Investments held in Trust Account: Money market funds $ 309,234,766 $ 309,234,766 $ — $ — Liabilities Warrant liability – Public Warrants $ 86,854 $ 86,854 $ — $ — Warrant liability – Private Placement $ 87,500 $ — $ 87,500 $ — Warrant liability $ 87,500 $ — $ 87,500 $ — Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Private Placement Warrants transferred from a Level 3 fair value measurement to a Level 2 fair value measurement in the fourth quarter of 2022 due to the use of an observable market quote for a similar asset in an active market. Level 1 assets include investments in money market funds that invest solely in U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. For periods where no observable traded price was available, the fair value of the Public Warrants issued in connection with the Initial Public Offering, the Company utilized a binomial Monte-Carlo simulation to estimate the fair value of the public warrants at each reporting period and Black-Scholes Option Pricing Model to estimate the fair value of the private warrants at each reporting period, with changes in fair value recognized in the unaudited condensed statements of operations. The estimated fair value of the Forward Purchase Agreement was measured at fair value using a Monte Carlo simulation model, which was determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, and risk-free interest rate. The Company estimates the volatility based on historical volatility of select peer company’s shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. Any changes in these assumptions can change the valuation significantly. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement date: SCHEDULE OF LEVEL 3 FAIR VALUE MEASUREMENT INPUTS Forward Purchase Agreement At June 30, 2023 Exercise price $ 10.39 Stock Price $ 10.49 Time to Business Combination (years) 3.34 Risk-free rate 4.33 % Volatility rate 4.70 % Probability of completing an initial Business Combination 75 % The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: SCHEDULE OF FINANCIAL INSTRUMENTS THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS Warrant liabilities at December 31, 2022 $ 0 Change in fair value $ 5,473,232 Fair value as of June 30, 2023 $ 5,473,232 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On July 5, 2023, the Company deposited $ 300,000 0.04 On August 3, 2023, the Company held an extraordinary general meeting of its shareholders (the “August Shareholders Meeting”). At the August Shareholders Meeting, the Company’s shareholders entitle to vote at the meeting cast their votes and approved the proposal (the “Second Extension Amendment Proposal”) to change the structure and cost of the Company’s right to extend the date (the “Termination Date”) by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “business combination”), (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s Class A ordinary shares included as part of the units sold in the Company’s IPO from August 5, 2023 by up to six (6) one-month extensions to February 5, 2024. As part of the Second Extension Amendment Proposal, the shareholders approved the Amendment to the Amended and Restated Memorandum and Articles of Association of the Company (the “Second Charter Amendment”). The Second Charter Amendment allows the Company to extend the Termination Date by up to six (6) one-month extensions to February 5, 2024 (each of which we refer to as an “Extension”, and such later date, the “Extended Deadline”). To obtain each 1-month extension, the Company, its Sponsor or any of their affiliates or designees must deposit into the Company’s Trust Fund the lesser of (x) $150,000 or (y) $0.04 per share for each of the Company’s publicly held shares outstanding as of the deadline prior to the extension (after giving effect to redemptions in connection with the approval of the Second Charter Amendment by the Company’s shareholders with respect to the first such extension), unless the closing of the Company’s initial Business Combination shall have occurred (the “Extension Payment”), in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a Business Combination. At the August Shareholders Meeting, the Company’s shareholders also approved a proposal to amend the Trust Agreement (the “Second Trust Amendment Proposal”) to conform the procedures in the Trust Agreement by which the Company may extend the date on which the Trust Account must be liquidated if the Company has not completed its initial Business Combination to the procedures in the Second Charter Amendment. In connection with the approval of the Second Extension Amendment Proposal and the Second Trust Amendment Proposal at the August Shareholders Meeting, holders of 1,310,929 10.44 13.7 65.9 During July and August 2023, the Company entered into loan agreements with six investors and the Sponsor (the “Loan Agreements”). Pursuant to the Loan Agreements, the investors loaned the Sponsor a total of $ 900,000 8 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these unaudited condensed financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and six months ended June 30, 2023, are not necessarily indicative of the results that may be expected through December 31, 2023, or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires the Company’s management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which the Company’s management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Two of the more significant accounting estimates included in these unaudited condensed financial statements are the determination of the fair value of the warrant liability and the determination of the fair value of the derivative liability for the forward purchase agreement. Actual results could differ from those estimates. |
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 Deposit Insurance Corporation coverage limit of $ 250,000 250,000 |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no KERNEL GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. During the six months ended June 30, 2023, $ 232,542,916 79,151,314 309,234,766 |
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 the ASC Topic 820, “Fair Value Measurements”, equals or approximates the carrying amounts represented in the balance sheets, except for warrant liabilities (see Note 10). |
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 consist of: ● 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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging”. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. KERNEL GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS The warrants issued in connection with the Initial Public Offering and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The fair value of warrants issued in connection with the Private Placement has been measured by using the market value of the public warrants. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo simulation and subsequently has been measured based on the market price at each measurement date when separately listed and traded. The determination of the fair value of the derivative liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The Forward Purchase Agreement (see Note 6) is classified as a derivative in the condensed balance sheets with changes in the fair value recognized in the unaudited condensed statements of operations. |
Convertible Promissory Notes | Convertible Promissory Notes On March 23, 2023, Polar Multi-Strategy Master Fund agreed to loan the Company an aggregate principal of $ 600,000 600,000 600,000 10 60,000 On April 4, 2023, Aesther Healthcare Sponsor agreed to loan the Company an aggregate principal of $ 50,000 50,000 50,000 10 5,000 On April 25, 2023, Polar Multi-Strategy Master Fund agreed to loan the Company an aggregate principal of $ 800,000 800,000 800,000 10 80,000 Collectively, the First Polar Fund Convertible Note, the Aesther Healthcare Convertible Note and the Second Polar Fund Convertible Note are referred to as the Convertible Notes. The Company accounted for its Share Rights as equity-classified instruments based on an assessment of the Share Right’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the Share Rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Share Rights meet all the requirements for equity classification under ASC 815, including whether the Share Rights are indexed to the Company’s own common stock, among other conditions for the equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of Rights issuance. Both the Convertible Promissory Note and the Share Rights meet the scope exception of ASC 815-10-15-74(a). The Company applied the guidance in ASC 470-20-25-2 “ Debt With Conversion and Other Options 53,191 546,809 4,409 45,591 70,299 729,701 1,033,299 416,701 KERNEL GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, and presented as other income (expenses) in the unaudited condensed statements of operations. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, Distinguishing Liabilities from Equity 7,626,878 30,475,000 22,848,122 Under ASC 480-10 S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Net income (loss) per Ordinary Share | Net income (loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a Business Combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase 23,987,500 Class A ordinary shares in calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and six months ended June 30, 2023 and 2022. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. KERNEL GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares. SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE OF ORDINARY SHARE For the Three Months Ended For the Three Months Ended Class A Class B Class A Class B Numerator: Allocation of net income (loss) - basic and diluted $ (2,932,945 ) $ (2,929,820 ) $ 3,437,291 $ 859,323 Denominator: Weighted average ordinary shares outstanding, basic and diluted 7,626,878 7,618,750 30,475,000 7,618,750 Basic and diluted net income (loss) per ordinary share $ (0.38 ) $ (0.38 ) $ 0.11 $ 0.11 For the Six Months Ended For the Six Months Ended Class A Class B Class A Class B Numerator: Allocation of Net income (loss) - basic and diluted $ (5,365,954 ) $ (3,225,092 ) $ 8,336,796 $ 2,084,199 Denominator: Weighted average ordinary shares outstanding, basic and diluted 12,676,187 7,618,750 30,475,000 7,618,750 Basic and diluted Net income (loss) per ordinary share $ (0.42 ) $ (0.42 ) $ 0.27 $ 0.27 |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes”. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE OF ORDINARY SHARE | SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE OF ORDINARY SHARE For the Three Months Ended For the Three Months Ended Class A Class B Class A Class B Numerator: Allocation of net income (loss) - basic and diluted $ (2,932,945 ) $ (2,929,820 ) $ 3,437,291 $ 859,323 Denominator: Weighted average ordinary shares outstanding, basic and diluted 7,626,878 7,618,750 30,475,000 7,618,750 Basic and diluted net income (loss) per ordinary share $ (0.38 ) $ (0.38 ) $ 0.11 $ 0.11 For the Six Months Ended For the Six Months Ended Class A Class B Class A Class B Numerator: Allocation of Net income (loss) - basic and diluted $ (5,365,954 ) $ (3,225,092 ) $ 8,336,796 $ 2,084,199 Denominator: Weighted average ordinary shares outstanding, basic and diluted 12,676,187 7,618,750 30,475,000 7,618,750 Basic and diluted Net income (loss) per ordinary share $ (0.42 ) $ (0.42 ) $ 0.27 $ 0.27 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES | The following table presents the aggregate of Convertible Promissory Notes as of June 30, 2023: SCHEDULE OF NOTES Principal value $ 1,450,000 Debt discount (416,701 ) Carrying value $ 1,033,299 |
CLASS A ORDINARY SHARES SUBJE_2
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Class Ordinary Shares Subject To Possible Redemption | |
SCHEDULE OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | The Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled on the following table: SCHEDULE OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION Gross proceeds received from Initial Public Offering $ 304,750,000 Less: Fair value of Public Warrants at issuance (23,922,875 ) Offering costs allocated to Class A ordinary shares (16,172,159 ) Plus: Remeasurement on Class A ordinary shares to redemption value 40,095,034 Class A ordinary shares subject to possible redemption as of December 31, 2021 304,750,000 Remeasurement of carrying value to redemption value 4,384,766 Class A ordinary shares subject to possible redemption as of December 31, 2022 309,134,766 Redemption of shares (232,542,916 ) Remeasurement of carrying value to redemption value 1,559,464 Class A ordinary shares subject to possible redemption as of March 31, 2023 78,151,314 Derecognition of deferred underwriting fee payable allocated to Class A common shares 9,910,904 Remeasurement of carrying value to redemption value (9,010,904 ) Class A ordinary shares subject to possible redemption as of June 30, 2023 $ 79,051,314 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS Description Amount at Fair Value Level 1 Level 2 Level 3 June 30, 2023 (Unaudited) Liabilities Derivative liability - forward purchase agreement $ 5,473,232 $ — $ — $ 5,473,232 Warrant liability – Public Warrants $ 1,828,500 $ — $ 1,828,500 $ — Warrant liability – Private Placement $ 1,050,000 $ — $ 1,050,000 $ — Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2022 Assets Investments held in Trust Account: Money market funds $ 309,234,766 $ 309,234,766 $ — $ — Liabilities Warrant liability – Public Warrants $ 86,854 $ 86,854 $ — $ — Warrant liability – Private Placement $ 87,500 $ — $ 87,500 $ — Warrant liability $ 87,500 $ — $ 87,500 $ — |
SCHEDULE OF LEVEL 3 FAIR VALUE MEASUREMENT INPUTS | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement date: SCHEDULE OF LEVEL 3 FAIR VALUE MEASUREMENT INPUTS Forward Purchase Agreement At June 30, 2023 Exercise price $ 10.39 Stock Price $ 10.49 Time to Business Combination (years) 3.34 Risk-free rate 4.33 % Volatility rate 4.70 % Probability of completing an initial Business Combination 75 % |
SCHEDULE OF FINANCIAL INSTRUMENTS THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS | The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: SCHEDULE OF FINANCIAL INSTRUMENTS THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS Warrant liabilities at December 31, 2022 $ 0 Change in fair value $ 5,473,232 Fair value as of June 30, 2023 $ 5,473,232 |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||||||||||||
Mar. 03, 2023 | Feb. 03, 2023 | Dec. 28, 2022 | Feb. 05, 2021 | Nov. 19, 2020 | Feb. 28, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jul. 05, 2023 | Jun. 05, 2023 | May 05, 2023 | Apr. 05, 2023 | Mar. 05, 2023 | Dec. 31, 2022 | |
Offering cost | $ 70,000 | |||||||||||||
Deferred underwriting commissions | $ 10,700,000 | |||||||||||||
Share price | $ 0.06 | |||||||||||||
Capital requirements on trust assets, description | The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act | |||||||||||||
Liquidation preference per share | $ 10 | |||||||||||||
Tangible assets held in trust account | $ 79,151,314 | $ 309,234,766 | ||||||||||||
Public shares subjects to redemptions, descriptions | Company’s obligation to allow the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares | |||||||||||||
Share redemption percentage | 100% | |||||||||||||
Percentage of repurchase of ordinary shares | 100% | |||||||||||||
Deposits | $ 300,000 | $ 300,000 | $ 300,000 | $ 300,000 | $ 300,000 | |||||||||
Redeemed by shareholders | $ 232,542,916 | |||||||||||||
Payment of redemptions amount | $ 74,700,000 | |||||||||||||
Cash deposited into the Trust Account | 1,500,000 | |||||||||||||
Aggregate amount of indebtedness | $ 50,000,000 | |||||||||||||
Cash in bank | 804 | |||||||||||||
Working capital deficit | 10,612,626 | |||||||||||||
Contribution from sale of founder shares | 25,000 | |||||||||||||
Promissory Note [Member] | ||||||||||||||
Proceeds from private placement | 1,150,000 | |||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||
Proceeds from private placement | 1,450,000 | |||||||||||||
Promissory Note [Member] | Original Sponsor [Member] | ||||||||||||||
Repayment to related party | $ 77,000 | 77,000 | ||||||||||||
Forecast [Member] | ||||||||||||||
Deposits | $ 300,000 | |||||||||||||
Minimum [Member] | ||||||||||||||
Tangible assets held in trust account | 5,000,001 | |||||||||||||
Maximum [Member] | ||||||||||||||
Deposits interest earned in trust account to pay dissolution expenses | $ 100,000 | |||||||||||||
New Sponsor [Member] | ||||||||||||||
Share issued price per share | $ 0.0001 | |||||||||||||
Airo Group Holdings [Member] | ||||||||||||||
Business combination description | the holders of AIRO Group Holdings’ securities collectively shall be entitled to receive from ParentCo, in the aggregate, a number of shares of ParentCo common stock with an aggregate value equal to (the “AIRO Merger Consideration”) (a) $770,000,000 minus (b) the amount, if any, by which the net working capital is less than negative $500,000, plus (c) the amount, if any, by which the net working capital exceeds $500,000 (but not less than zero), minus (d) the amount, if any, by which the closing net debt exceeds the target net debt of $75,000,000, by more than $500,000 (but not less than zero), plus (e) the amount, if any, by which the target net debt of $75,000,000 exceeds closing net debt, minus (f) the amount, if any, by which the company transaction expenses exceed the target company transaction expenses of $14,000,000 (but not less than zero). In addition, holders of AIRO Group Holdings’ securities shall also be entitled to receive from ParentCo, in the aggregate, an additional shares of ParentCo common stock with an aggregate value of up to $330,000,000 in the event that for any full 12-month period (each an “Earnout Period”) commencing on or after the Closing Date (the “Earnout Start Date”) and ending on or before the last day of the thirteenth full calendar quarter following the Closing Date (the “Earnout End Date”, and the period between the Earnout Start Date and the Earnout End Date, the “Earnout Eligibility Period”) ParentCo’s revenue is (i) greater than or equal to $42,600,000 for the first time during the Earnout Eligibility Period, (ii) greater than or equal to $141,400,000 for the first time during the Earnout Eligibility Period, and (iii) greater than or equal to $358,900,000 for the first time during the Earnout Eligibility Period, then ParentCo shall issue to each of the stockholders of AIRO Group Holdings such stockholder’s pro rata share of Earnout Shares with a value equal to $66,000,000 and the Sponsor shall be issued Earnout Shares with a value equal to $6,600,000. In the event that ParentCo’s EBITDA for any Earnout Period is (i) greater than or equal to $(19,300,000) for the first time during the Earnout Eligibility Period, (ii) greater than or equal to $4,000,000 for the first time during the Earnout Eligibility Period and (iii) greater than or equal to $98,600,000 for the first time during the Earnout Eligibility Period, then ParentCo shall issue to each of the stockholders of AIRO Group Holding such stockholder’s pro rata share of Earnout Shares with a value equal to $44,000,000 and the Sponsor shall be issued Earnout Shares with a value equal to $4,400,000. | |||||||||||||
Business combination receivables description | In addition, unless waived by AIRO Group Holdings, the obligations of AIRO Group Holdings to consummate the Transaction are subject to the satisfaction of the following additional Closing conditions, in addition to the delivery by Kernel of the Related Agreements (as defined and described in greater detail below), customary certificates and other Closing deliverables: (i) the representations and warranties of Kernel being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to customary exceptions, including materiality qualifiers); (ii) Kernel having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior to the date of the Closing; (iii) absence of any Material Adverse Effect with respect to Kernel since the date of the Business Combination Agreement which is continuing and uncured; (iv) the replacement of the Replacement Warrants and Replacement Options; (v) at the Closing, Kernel having $50,000,000 in Unencumbered Cash, including funds remaining in the trust account (after giving effect to the completion and payment of any redemptions and any Transaction Expenses) and the proceeds of the PIPE/Convertible Note Investment, 50% of any net cash proceeds of any capital investment raise and/or convertible debt raise conducted by the Company during the period beginning on the effective date of the Business Combination and ending on the Closing Date, and any net cash proceeds of any executed agreements regarding a capital investment raise and/or convertible debt raise conducted by Kernel or ParentCo in which such cash proceeds are required to be paid to ParentCo during the thirty (30) day period beginning on the Closing Date | |||||||||||||
Common Class B [Member] | ||||||||||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Common Class B [Member] | Original Sponsor [Member] | ||||||||||||||
Contribution from sale of founder shares | $ 25,000 | |||||||||||||
Common Class B [Member] | New Sponsor [Member] | ||||||||||||||
Stock issued during period, shares, acquisitions | 7,618,750 | |||||||||||||
Share issued price per share | $ 0.0001 | |||||||||||||
Common Class B [Member] | Original Sponsor [Member] | ||||||||||||||
Stock issued during period, shares, acquisitions | 2,000,000 | |||||||||||||
Common Class A [Member] | ||||||||||||||
Share redemption percentage | 15% | |||||||||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | ||||||||||||
Common Class A [Member] | Minimum [Member] | ||||||||||||||
Share price | $ 12 | |||||||||||||
OrdinaryClass A [Member] | ||||||||||||||
Share price | $ 10.15 | |||||||||||||
Redeemed by shareholders, shares | 22,848,122 | 22,848,122 | ||||||||||||
Redeemed by shareholders | $ 231,900,000 | $ 22,848,122 | ||||||||||||
Ordinary shares, par value | 0.0001 | |||||||||||||
Ordinary Class B [Member] | ||||||||||||||
Ordinary shares, par value | $ 0.0001 | |||||||||||||
Private Placement Warrants [Member] | New Sponsor [Member] | ||||||||||||||
Stock issued during period, shares, acquisitions | 8,750,000 | |||||||||||||
Sale of stock, price per share | $ 1 | |||||||||||||
IPO [Member] | ||||||||||||||
Sale of stock, number of shares issued in transaction | 30,475,000 | |||||||||||||
Sale of stock, price per share | $ 10 | |||||||||||||
Proceeds from issuance initial public offering | $ 304,800,000 | $ 304,750,000 | ||||||||||||
Offering cost | 17,400,000 | |||||||||||||
Deferred underwriting commissions | $ 10,700,000 | |||||||||||||
Share price | $ 10 | |||||||||||||
Over-Allotment Option [Member] | ||||||||||||||
Sale of stock, number of shares issued in transaction | 3,975,000 | |||||||||||||
Sale of stock, price per share | $ 10 | |||||||||||||
Private Placement [Member] | ||||||||||||||
Gross proceeds from issuance of warrants | $ 8,800,000 | |||||||||||||
Private Placement [Member] | Private Placement Warrants [Member] | ||||||||||||||
Warrants issued (in shares) | 8,750,000 | |||||||||||||
Share price | $ 1 | |||||||||||||
Gross proceeds from issuance of warrants | $ 8,800,000 | |||||||||||||
Share issued price per share | $ 1 |
SCHEDULE OF BASIC AND DILUTED N
SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE OF ORDINARY SHARE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Common Class A [Member] | ||||
Numerator: | ||||
Allocation of net income (loss) - basic | $ (2,932,945) | $ 3,437,291 | $ (5,365,954) | $ 8,336,796 |
Allocation of net income (loss) - diluted | $ (2,932,945) | $ 3,437,291 | $ (5,365,954) | $ 8,336,796 |
Weighted average ordinary shares outstanding, basic | 7,626,878 | 30,475,000 | 12,676,187 | 30,475,000 |
Weighted average ordinary shares outstanding, diluted | 7,626,878 | 30,475,000 | 12,676,187 | 30,475,000 |
Basic net (loss) income per ordinary share | $ (0.38) | $ 0.11 | $ (0.42) | $ 0.27 |
Diluted net (loss) income per ordinary share | $ (0.38) | $ 0.11 | $ (0.42) | $ 0.27 |
Common Class B [Member] | ||||
Numerator: | ||||
Allocation of net income (loss) - basic | $ (2,929,820) | $ 859,323 | $ (3,225,092) | $ 2,084,199 |
Allocation of net income (loss) - diluted | $ (2,929,820) | $ 859,323 | $ (3,225,092) | $ 2,084,199 |
Weighted average ordinary shares outstanding, basic | 7,618,750 | 7,618,750 | 7,618,750 | 7,618,750 |
Weighted average ordinary shares outstanding, diluted | 7,618,750 | 7,618,750 | 7,618,750 | 7,618,750 |
Basic net (loss) income per ordinary share | $ (0.38) | $ 0.11 | $ (0.42) | $ 0.27 |
Diluted net (loss) income per ordinary share | $ (0.38) | $ 0.11 | $ (0.42) | $ 0.27 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 6 Months Ended | |||||
Apr. 25, 2023 | Apr. 04, 2023 | Mar. 23, 2023 | Feb. 03, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Cash FDIC insured amount | $ 250,000 | $ 250,000 | ||||
Cash equivalents | 0 | 0 | ||||
Redeemed by shareholders | 232,542,916 | |||||
Investments held in Trust Account | 79,151,314 | 309,234,766 | ||||
Aggregrate principal | $ 600,000 | |||||
Stock issued during period, shares | 600,000 | |||||
Outstanding principal | 600,000 | |||||
Additional capital contribution | $ 10 | |||||
Stock issued | 60,000 | |||||
Proceeds from working capital loan | $ 70,299 | $ 4,409 | $ 53,191 | |||
Debt discount to working capital | 729,701 | 45,591 | $ 546,809 | 416,701 | ||
Carrying values of loan | 1,033,299 | |||||
Discount | 416,701 | |||||
Unrecognized tax benefits | 0 | 0 | ||||
Accrued interest and penalties | $ 0 | $ 0 | ||||
Common Class A [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Class A ordinary shares subject to possible redemption (in shares) | 7,626,878 | 30,475,000 | ||||
Common Class A [Member] | IPO [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Class A ordinary shares subject to possible redemption (in shares) | 7,626,878 | 30,475,000 | ||||
OrdinaryClass A [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Redeemed by shareholders | $ 231,900,000 | $ 22,848,122 | ||||
Aesther Healthcare Sponsor [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Aggregrate principal | $ 50,000 | |||||
Stock issued during period, shares | 50,000 | |||||
Outstanding principal | 50,000 | |||||
Additional capital contribution | $ 10 | |||||
Stock issued | 5,000 | |||||
Multi Strategy Master Fund [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Aggregrate principal | $ 800,000 | |||||
Stock issued during period, shares | 800,000 | |||||
Outstanding principal | $ 800,000 | |||||
Additional capital contribution | $ 10 | |||||
Stock issued | 80,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | 6 Months Ended | |||
Feb. 03, 2023 | Feb. 05, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Offering costs | $ 70,000 | |||
Deferred underwriting commissions | $ 10,700,000 | |||
Exercise price of warrant per share | $ 11.50 | |||
OrdinaryClass A [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Redeemed shares | 22,848,122 | 22,848,122 | ||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock, number of shares issued in transaction | 30,475,000 | |||
Sale of stock, price per share | $ 10 | |||
Gross proceeds from initial public offering | $ 304,800,000 | $ 304,750,000 | ||
Offering costs | 17,400,000 | |||
Deferred underwriting commissions | $ 10,700,000 | |||
IPO [Member] | Public Warrants [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Exercise price of warrant per share | $ 11.50 | |||
Over-Allotment Option [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock, number of shares issued in transaction | 3,975,000 | |||
Sale of stock, price per share | $ 10 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||||||||
Dec. 28, 2022 | Feb. 05, 2021 | Feb. 02, 2021 | Jan. 11, 2021 | Nov. 19, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Feb. 03, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 01, 2021 | Jan. 10, 2021 | |
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds from issuance of common stock | $ 25,000 | |||||||||||||
Share price (in dollars per share) | $ 0.06 | |||||||||||||
Exercise price of warrant (in dollars per share) | $ 11.50 | $ 11.50 | ||||||||||||
Private Placement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Gross proceeds from issuance of warrants | $ 8,800,000 | |||||||||||||
Private Placement Warrants [Member] | Private Placement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Share price (in dollars per share) | $ 1 | |||||||||||||
Share price (in dollars per share) | $ 1 | |||||||||||||
Warrants issued (in shares) | 8,750,000 | |||||||||||||
Gross proceeds from issuance of warrants | $ 8,800,000 | |||||||||||||
Exercise price of warrant (in dollars per share) | $ 11.50 | $ 11.50 | ||||||||||||
Holding period for transfer, assignment or sale of warrants | 30 days | |||||||||||||
New Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Share price (in dollars per share) | $ 0.0001 | |||||||||||||
New Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock issued during period, shares, acquisitions | 8,750,000 | |||||||||||||
Sale of stock, price per share | $ 1 | |||||||||||||
Common Class B [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Ordinary shares, shares outstanding | 7,618,750 | 7,187,500 | 7,618,750 | 7,618,750 | 7,618,750 | 7,187,500 | ||||||||
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering | 20% | 20% | 20% | |||||||||||
Common Class B [Member] | New Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock issued during period, shares, acquisitions | 7,618,750 | |||||||||||||
Share price (in dollars per share) | $ 0.0001 | |||||||||||||
Common Class B [Member] | Original Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock issued during period, shares, acquisitions | 2,000,000 | |||||||||||||
Common Class B [Member] | Founder Shares [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Ordinary shares, shares outstanding | 7,618,750 | 7,187,500 | 7,187,500 | 5,750,000 | ||||||||||
Shares subject to forfeiture (in shares) | 993,750 | 993,750 | ||||||||||||
Common Class B [Member] | Original Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Ordinary shares, shares outstanding | 7,493,750 | |||||||||||||
Common Class A [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Ordinary shares, shares outstanding | 0 | 0 | 0 | |||||||||||
Threshold trading days | 20 days | |||||||||||||
Threshold consecutive trading days | 30 days | |||||||||||||
Common Class A [Member] | Private Placement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of shares issued upon exercise of warrant (in shares) | 1 | 1 | ||||||||||||
Common Class A [Member] | Minimum [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Share price (in dollars per share) | $ 12 | $ 12 | ||||||||||||
Period after initial business combination | 150 days | |||||||||||||
Original Sponsor [Member] | Common Class B [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds from issuance of common stock | $ 25,000 | |||||||||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 5,750,000 | |||||||||||||
Investor [Member] | Loan Agreements [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Monthly expenses | $ 1,150,000 | |||||||||||||
Interest rate, stated percentage | 8% | 8% | ||||||||||||
Loan amount drawn | $ 803,834 | $ 803,834 | ||||||||||||
Investor [Member] | Administrative Support Agreement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Monthly expenses | 10,000 | |||||||||||||
Investor [Member] | Common Class B [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Reverse stock split | 1 for 1.06 forward stock split | 1 for 1.25 forward stock split | ||||||||||||
Director [Member] | Common Class B [Member] | Founder Shares [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 75,000 | |||||||||||||
Advisor [Member] | Common Class B [Member] | Founder Shares [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 50,000 | |||||||||||||
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Loans that can be converted into Warrants at lenders' discretion | $ 1,500,000 | |||||||||||||
Conversion price (in dollars per share) | $ 1 | $ 1 | ||||||||||||
Related Party [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Fees outstanding | $ 3,269,696 | $ 3,269,696 | $ 848,420 | |||||||||||
Related Party [Member] | Administrative Support Agreement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Fees incurred | 30,000 | $ 30,000 | 60,000 | $ 60,000 | ||||||||||
Fees outstanding | $ 230,000 | $ 230,000 | $ 170,000 |
SCHEDULE OF NOTES (Details)
SCHEDULE OF NOTES (Details) - USD ($) | Jun. 30, 2023 | Apr. 25, 2023 | Apr. 04, 2023 | Mar. 23, 2023 |
Debt Disclosure [Abstract] | ||||
Principal value | $ 1,450,000 | |||
Debt discount | (416,701) | $ (729,701) | $ (45,591) | $ (546,809) |
Carrying value | $ 1,033,299 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Apr. 25, 2023 | Apr. 04, 2023 | Mar. 23, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||||||||
Aggregrate principal | $ 600,000 | |||||||
Outstanding balance | $ 1,450,000 | $ 1,450,000 | ||||||
Debt discount | 905,400 | |||||||
Interest expense | 1,830 | 3,660 | ||||||
Multi Strategy Master Fund [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Aggregrate principal | $ 800,000 | |||||||
Aesther Healthcare Sponsor [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Aggregrate principal | $ 50,000 | |||||||
Convertible Promissory Note [Member] | Polar Multi Strategy Master Fund [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Aggregate principal | $ 600,000 | |||||||
Outstanding balance | 1,400,000 | 1,400,000 | $ 0 | |||||
Debt discount | 546,809 | 729,701 | ||||||
Interest expense | 400,993 | $ 472,159 | ||||||
Convertible Promissory Note [Member] | Aesther Healthcare [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Outstanding balance | $ 50,000 | 50,000 | $ 0 | |||||
Debt discount | 45,591 | |||||||
Interest expense | $ 32,248 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Feb. 28, 2023 | Feb. 05, 2021 USD ($) Demand $ / shares shares | Feb. 28, 2023 shares | Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Mar. 27, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Loss Contingencies [Line Items] | |||||||
Term of option for underwriters to purchase additional units to cover over-allotments | 45 days | ||||||
Additional Units that can be purchased to cover over-allotments, shares | shares | 3,975,000 | ||||||
Underwriting discount per share | $ / shares | $ 0.20 | ||||||
Underwriting discount | $ 6,100,000 | ||||||
Deferred underwriting commissions per Unit | $ / shares | $ 0.35 | ||||||
Deferred underwriting commissions | $ 10,700,000 | ||||||
Waived fee | 10,666,250 | ||||||
Decrease in accumulated deficit | 9,910,904 | ||||||
Gain on waiver of deferred commission | $ 755,346 | ||||||
Forward purchase agreement | $ 5,473,232 | $ 5,473,232 | $ 0 | ||||
Accrued interest | 3,660 | 3,660 | $ 1,949,715 | ||||
First Premium Finance Agreement [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Accrued interest | $ 350,000 | $ 350,000 | |||||
Debt instrument interest rate | 7.50% | 7.50% | |||||
Loan amount drawn | $ 3,136 | $ 3,136 | |||||
Debt instrument periodic payment | 35,784 | ||||||
Debt instrument maturity date | May 28, 2023 | ||||||
Upfront payment | $ 210,000 | ||||||
Second Premium Finance Agreement [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Accrued interest | $ 194,569 | $ 194,569 | |||||
Debt instrument interest rate | 7.50% | 7.50% | |||||
Loan amount drawn | $ 1,744 | $ 1,744 | |||||
Debt instrument periodic payment | 19,893 | ||||||
Debt instrument maturity date | May 28, 2023 | ||||||
Upfront payment | $ 116,741 | ||||||
Lease payments | 545,302 | ||||||
Finance Agreement [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Interest costs incurred | $ 204,867 | $ 412,087 | |||||
Maximum [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Number of demands eligible security holder can make | Demand | 3 | ||||||
Maximum [Member] | Forward Purchase Agreement [Member] | Seller [Member] | Common Class A [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Number of shares issued | shares | 7,700,000 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - $ / shares | 6 Months Ended | ||
Jun. 30, 2023 | Feb. 03, 2023 | Dec. 31, 2022 | |
Period to exercise warrants after closing of Initial Public Offering | 12 months | ||
Period to file registration statement after initial Business Combination | 20 days | ||
Exercise price of warrant per share | $ 11.50 | ||
Share price per share | $ 0.06 | ||
Threshold trigger price for redemption of warrants per share | $ 10 | ||
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | |||
Percentage multiplier | 180% | ||
Warrant redemption price (in dollars per share) | $ 0.01 | ||
Notice period to redeem warrants | 30 days | ||
Threshold trading days | 30 days | ||
Redemption period | 30 days | ||
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | |||
Warrant redemption price (in dollars per share) | $ 0.10 | ||
Threshold consecutive trading days | 3 days | ||
Notice period to redeem warrants | 30 days | ||
Threshold trading days | 30 days | ||
Additional Issue of Common Stock or Equity-Linked Securities [Member] | |||
Percentage multiplier | 115% | ||
Warrant redemption price (in dollars per share) | $ 18 | ||
Common Class A [Member] | |||
Trading day period to calculate volume weighted average trading price | 20 days | ||
Threshold consecutive trading days | 30 days | ||
Threshold trading days | 20 days | ||
Common Class A [Member] | Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | |||
Trading day period to calculate volume weighted average trading price | 20 days | ||
Trading day period to calculate volume weighted average trading price | 10 days | ||
Common Class A [Member] | Additional Issue of Common Stock or Equity-Linked Securities [Member] | |||
Trading day period to calculate volume weighted average trading price | 20 days | ||
Threshold consecutive trading days | 30 days | ||
Threshold trading days | 20 days | ||
Maximum [Member] | Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | |||
Number of shares issued upon exercise of each warrant | 0.361 | ||
Maximum [Member] | Common Class A [Member] | Additional Issue of Common Stock or Equity-Linked Securities [Member] | |||
Share price per share | $ 9.20 | ||
Minimum [Member] | Additional Issue of Common Stock or Equity-Linked Securities [Member] | |||
Aggregate gross proceeds from issuance as a percentage of total equity proceeds | 60% | ||
Minimum [Member] | Common Class A [Member] | |||
Share price per share | $ 12 | ||
Minimum [Member] | Common Class A [Member] | Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | |||
Share price per share | 18 | ||
Minimum [Member] | Common Class A [Member] | Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | |||
Share price per share | $ 10 | ||
Public Warrants [Member] | |||
Warrants outstanding | 15,237,500 | 15,237,500 | |
Expiration period of warrants | 5 years | ||
Private Placement Warrants [Member] | |||
Warrants outstanding | 8,750,000 | 8,750,000 |
SCHEDULE OF CLASS A ORDINARY SH
SCHEDULE OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Feb. 05, 2021 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Class A ordinary shares subject to possible redemption | $ 309,134,766 | $ 309,134,766 | |||
Class A ordinary shares subject to possible redemption | $ 79,051,314 | 79,051,314 | $ 309,134,766 | ||
Common Class A [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Remeasurement of carrying value to redemption value | 22,848,122 | ||||
Remeasurement of carrying value to redemption value | (22,848,122) | ||||
IPO [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Gross proceeds received from Initial Public Offering | $ 304,800,000 | 304,750,000 | |||
Remeasurement of carrying value to redemption value | 9,010,904 | 1,559,464 | 4,384,766 | ||
Class A ordinary shares subject to possible redemption | 78,151,314 | 309,134,766 | 309,134,766 | 304,750,000 | |
Redemption of shares | (232,542,916) | ||||
Derecognition of deferred underwriting fee payable allocated to Class A common shares | 9,910,904 | ||||
Remeasurement of carrying value to redemption value | (9,010,904) | (1,559,464) | (4,384,766) | ||
Class A ordinary shares subject to possible redemption | 79,051,314 | $ 78,151,314 | 79,051,314 | $ 309,134,766 | |
IPO [Member] | Common Class A [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Offering costs allocated to Class A ordinary shares | $ (16,172,159) | (16,172,159) | |||
Remeasurement of carrying value to redemption value | 40,095,034 | ||||
Remeasurement of carrying value to redemption value | (40,095,034) | ||||
IPO [Member] | Public Warrants [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Fair value of Public Warrants at issuance | $ (23,922,875) |
CLASS A ORDINARY SHARES SUBJE_3
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Details Narrative) | 6 Months Ended | |
Jun. 30, 2023 Vote $ / shares shares | Dec. 31, 2022 $ / shares shares | |
Number of votes per share | Vote | 1 | |
Common Class A [Member] | ||
Ordinary shares, shares authorized | shares | 500,000,000 | 500,000,000 |
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Number of votes per share | Vote | 1 | |
Class A ordinary shares, shares subject to possible redemption, outstanding, shares | shares | 7,626,878 | 30,475,000 |
SHAREHOLDERS_ DEFICIT (Details
SHAREHOLDERS’ DEFICIT (Details Narrative) | 6 Months Ended | ||||||||
Feb. 02, 2021 shares | Jan. 11, 2021 shares | Nov. 19, 2020 shares | Jun. 30, 2023 USD ($) Vote $ / shares shares | Mar. 03, 2023 $ / shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 | Feb. 05, 2021 shares | Feb. 01, 2021 shares | |
Class of Stock [Line Items] | |||||||||
Preference shares, shares authorized | 1,000,000 | 1,000,000 | |||||||
Preference shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Preference shares, shares issued | 0 | 0 | |||||||
Preference shares, shares outstanding | 0 | 0 | |||||||
Number of votes per share | Vote | 1 | ||||||||
As-converted percentage for Class A ordinary shares after conversion of Class B shares | 20% | ||||||||
Stock conversion basis of Class B to Class A ordinary shares at time of initial Business Combination | 1 | ||||||||
Common Class A [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 | |||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Number of votes per share | Vote | 1 | ||||||||
Ordinary shares redeemed | $ | $ 22,848,122 | ||||||||
Class A ordinary shares, shares subject to possible redemption, outstanding | 7,626,878 | 30,475,000 | |||||||
Ordinary shares, shares outstanding | 0 | 0 | |||||||
Ordinary shares, shares issued | 0 | 0 | |||||||
Common Class B [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 | |||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Stock split | 1 for 1.06 | 1 for 1.25 | |||||||
Ordinary shares, shares outstanding | 7,618,750 | 7,187,500 | 7,618,750 | 7,618,750 | 7,187,500 | ||||
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering | 20% | 20% | |||||||
Ordinary shares, shares issued | 7,618,750 | 7,618,750 | |||||||
Common Class B [Member] | Sponsor [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued to sponsor, shares | 5,750,000 | ||||||||
Common Class B [Member] | Sponsor [Member] | Maximum [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares subject to forfeiture, shares | 993,750 | ||||||||
Common Class B [Member] | Investor [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Ordinary shares no longer subject to forfeiture, shares | 993,750 |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Liabilities | ||
Derivative liability - forward purchase agreement | $ 5,473,232 | $ 0 |
Fair Value, Recurring [Member] | ||
Liabilities | ||
Derivative liability - forward purchase agreement | 5,473,232 | |
Assets | ||
Money market funds | 309,234,766 | |
Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Liabilities | ||
Warrant liability | 1,828,500 | 86,854 |
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | ||
Liabilities | ||
Warrant liability | 1,050,000 | 87,500 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Liabilities | ||
Derivative liability - forward purchase agreement | ||
Assets | ||
Money market funds | 309,234,766 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | ||
Liabilities | ||
Warrant liability | 86,854 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Private Placement Warrants [Member] | ||
Liabilities | ||
Warrant liability | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Liabilities | ||
Derivative liability - forward purchase agreement | ||
Assets | ||
Money market funds | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member] | ||
Liabilities | ||
Warrant liability | 1,828,500 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member] | ||
Liabilities | ||
Warrant liability | 1,050,000 | 87,500 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Liabilities | ||
Derivative liability - forward purchase agreement | 5,473,232 | |
Assets | ||
Money market funds | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] | ||
Liabilities | ||
Warrant liability | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | ||
Liabilities | ||
Warrant liability |
SCHEDULE OF LEVEL 3 FAIR VALUE
SCHEDULE OF LEVEL 3 FAIR VALUE MEASUREMENT INPUTS (Details) - Warrant [Member] | Dec. 31, 2021 |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |
Time to Business Combination (years) | 3 years 4 months 2 days |
Measurement Input, Exercise Price [Member] | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |
Measurement input | 10.39 |
Measurement Input, Share Price [Member] | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |
Measurement input | 10.49 |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |
Measurement input | 4.33 |
Measurement Input, Price Volatility [Member] | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |
Measurement input | 4.70 |
Probability Of Completing An Initial Business Combination [Member] | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |
Measurement input | 75 |
SCHEDULE OF FINANCIAL INSTRUMEN
SCHEDULE OF FINANCIAL INSTRUMENTS THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | ||||
Warrant liabilities beginning balance | $ 0 | |||
Change in fair value | $ 5,473,232 | 5,473,232 | ||
Warrant liabilities ending balance | $ 5,473,232 | $ 5,473,232 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 6 Months Ended | ||||
Aug. 03, 2023 | Jun. 30, 2023 | Aug. 14, 2023 | Jul. 05, 2023 | Feb. 03, 2023 | |
Subsequent Event [Line Items] | |||||
Share price | $ 0.06 | ||||
Stock redeemed value | $ 232,542,916 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Deposit | $ 300,000 | ||||
Share price | $ 0.04 | ||||
Amendment proposal description | the Company’s shareholders entitle to vote at the meeting cast their votes and approved the proposal (the “Second Extension Amendment Proposal”) to change the structure and cost of the Company’s right to extend the date (the “Termination Date”) by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “business combination”), (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s Class A ordinary shares included as part of the units sold in the Company’s IPO from August 5, 2023 by up to six (6) one-month extensions to February 5, 2024. As part of the Second Extension Amendment Proposal, the shareholders approved the Amendment to the Amended and Restated Memorandum and Articles of Association of the Company (the “Second Charter Amendment”). The Second Charter Amendment allows the Company to extend the Termination Date by up to six (6) one-month extensions to February 5, 2024 (each of which we refer to as an “Extension”, and such later date, the “Extended Deadline”). To obtain each 1-month extension, the Company, its Sponsor or any of their affiliates or designees must deposit into the Company’s Trust Fund the lesser of (x) $150,000 or (y) $0.04 per share for each of the Company’s publicly held shares outstanding as of the deadline prior to the extension (after giving effect to redemptions in connection with the approval of the Second Charter Amendment by the Company’s shareholders with respect to the first such extension), unless the closing of the Company’s initial Business Combination shall have occurred (the “Extension Payment”), in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a Business Combination. | ||||
Stock redeemed shares | 1,310,929 | ||||
Share issued price per shares | $ 10.44 | ||||
Stock redeemed value | $ 13,700,000 | ||||
Payment of redemption | $ 65,900,000 | ||||
Subsequent Event [Member] | Loan Agreements [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, face amount | $ 900,000 | ||||
Debt instrument, interest rate | 8% |