Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 12, 2023 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Transition Report | false | |
Entity Registrant Name | ARYA SCIENCES ACQUISITION CORP IV | |
Entity Central Index Key | 0001838821 | |
Entity Incorporation, State or Country Code | E9 | |
Entity File Number | 001-40122 | |
Entity Tax Identification Number | 98-1574672 | |
Entity Address, Address Line One | 51 Astor Place, 10th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10003 | |
City Area Code | 212 | |
Local Phone Number | 284-2300 | |
Title of 12(b) Security | Class A Ordinary Share, $0.0001 par value | |
Trading Symbol | ARYD | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Class A Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,189,831 | |
Class B Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 3,737,500 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 60,022 | $ 91,049 |
Prepaid expenses | 54,150 | 55,400 |
Total current assets | 114,172 | 146,449 |
Cash and investments held in Trust Account | 38,105,857 | 151,628,894 |
Total Assets | 38,220,029 | 151,775,343 |
Current liabilities: | ||
Accounts payable | 68,813 | 65,892 |
Accrued expenses | 6,718,172 | 5,994,774 |
Due to related party | 120,000 | 90,000 |
Convertible promissory note - related party | 720,000 | 120,000 |
Total current liabilities | 7,626,985 | 6,270,666 |
Deferred underwriting commissions | 2,616,250 | 2,616,250 |
Total liabilities | 10,243,235 | 8,886,916 |
Commitments and Contingencies | ||
Class A ordinary shares, $0.0001 par value; 3,690,831 and 14,950,000 shares subject to possible redemption at approximately $10.30 and $10.14 per share as of March 31, 2023 and December 31, 2022, respectively | 38,005,857 | 151,528,894 |
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of March 31, 2023 and December 31, 2022 | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (10,029,487) | (8,640,891) |
Total shareholders' deficit | (10,029,063) | (8,640,467) |
Total Liabilities and Shareholders' Deficit | 38,220,029 | 151,775,343 |
Class A Ordinary Shares [Member] | ||
Shareholders' Deficit: | ||
Common stock | 50 | 50 |
Class B Ordinary Shares [Member] | ||
Shareholders' Deficit: | ||
Common stock | $ 374 | $ 374 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Shareholders' Deficit: | ||
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preference shares, shares issued (in shares) | 0 | 0 |
Preference shares, shares outstanding (in shares) | 0 | 0 |
Class A Ordinary Shares [Member] | ||
Liabilities and Shareholders' Deficit | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares subject to possible redemption (in shares) | 3,690,831 | 14,950,000 |
Ordinary shares subject to possible redemption, redemption price (in dollars per share) | $ 10.3 | $ 10.14 |
Shareholders' Deficit: | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 479,000,000 | 479,000,000 |
Ordinary shares, shares issued (in shares) | 499,000 | 499,000 |
Ordinary shares, shares outstanding (in shares) | 499,000 | 499,000 |
Class B Ordinary Shares [Member] | ||
Shareholders' Deficit: | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued (in shares) | 3,737,500 | 3,737,500 |
Ordinary shares, shares outstanding (in shares) | 3,737,500 | 3,737,500 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Loss from Operations | ||
General and administrative expenses | $ 968,597 | $ 252,722 |
Loss from operations | (968,597) | (252,722) |
Interest earned on cash held in trust account | 1,128,846 | 41,536 |
Net income (loss) | $ 160,249 | $ (211,186) |
Class A Ordinary Shares [Member] | ||
Loss from Operations | ||
Basic weighted average shares outstanding (in shares) | 11,322,046 | 15,449,000 |
Diluted weighted average shares outstanding (in shares) | 11,322,046 | 15,449,000 |
Basic net income (loss) per share (in dollars per share) | $ 0.01 | $ (0.01) |
Diluted net income (loss) per share (in dollars per share) | $ 0.01 | $ (0.01) |
Class B Ordinary Shares [Member] | ||
Loss from Operations | ||
Basic weighted average shares outstanding (in shares) | 3,737,500 | 3,737,500 |
Diluted weighted average shares outstanding (in shares) | 3,737,500 | 3,737,500 |
Basic net income (loss) per share (in dollars per share) | $ 0.01 | $ (0.01) |
Diluted net income (loss) per share (in dollars per share) | $ 0.01 | $ (0.01) |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) | Ordinary Shares [Member] Class A Ordinary Shares [Member] | Ordinary Shares [Member] Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2021 | $ 50 | $ 374 | $ 0 | $ (10,295,731) | $ (10,295,307) |
Beginning balance (in shares) at Dec. 31, 2021 | 499,000 | 3,737,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | $ 0 | $ 0 | 0 | (211,186) | (211,186) |
Ending balance at Mar. 31, 2022 | $ 50 | $ 374 | 0 | (10,506,917) | (10,506,493) |
Ending balance (in shares) at Mar. 31, 2022 | 499,000 | 3,737,500 | |||
Beginning balance at Dec. 31, 2022 | $ 50 | $ 374 | 0 | (8,640,891) | (8,640,467) |
Beginning balance (in shares) at Dec. 31, 2022 | 499,000 | 3,737,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Adjustment of accretion of Class A ordinary shares subject to possible redemption | $ 0 | $ 0 | 0 | (1,548,845) | (1,548,845) |
Net income (loss) | 0 | 0 | 0 | 160,249 | 160,249 |
Ending balance at Mar. 31, 2023 | $ 50 | $ 374 | $ 0 | $ (10,029,487) | $ (10,029,063) |
Ending balance (in shares) at Mar. 31, 2023 | 499,000 | 3,737,500 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 160,249 | $ (211,186) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Unrealized gain on cash held in Trust Account | (1,128,846) | (41,536) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 1,250 | 26,897 |
Accounts payable | 2,921 | 55,875 |
Accrued expenses | 723,399 | 63,090 |
Due to related party | 30,000 | 30,000 |
Net cash used in operating activities | (211,027) | (76,860) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | (420,000) | 0 |
Cash Withdrawn from Trust Account for Redemption | 115,071,882 | 0 |
Net cash provided by financing activities | 114,651,882 | 0 |
Cash Flows from Financing Activities: | ||
Proceeds from convertible promissory note - related party | 600,000 | 0 |
Redemption of Class A ordinary shares | (115,071,882) | 0 |
Offering costs paid | 0 | (45,000) |
Net cash used in financing activities | (114,471,882) | (45,000) |
Net change in cash | (31,027) | (121,860) |
Cash - beginning of the period | 91,049 | 501,242 |
Cash - end of the period | $ 60,022 | $ 379,382 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2023 | |
Description of Organization and Business Operations [Abstract] | |
Description of Organization and Business Operations | Note 1 - Description of Organization and Business Operations ARYA Sciences Acquisition Corp IV (the “Company”) was incorporated as a Cayman Islands exempted company on August 24, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. All activity for the period from August 24, 2020 (inception) through March 31, 2023 was related to the Company’s formation and initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of income earned on investments or cash held in the Trust Account (as defined below) from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is ARYA Sciences Holdings IV, a Cayman Islands exempted limited company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 25, 2021. On March 2, 2021, the Company consummated its Initial Public Offering of 14,950,000 Class A ordinary shares (the “Public Shares”), including the 1,950,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $149.5 million, and incurring offering costs of approximately $8.8 million, inclusive of approximately $5.2 million in deferred underwriting commissions (see Note 6). On August 8, 2022, the Company received a waiver from one of the underwriters of its Initial Public Offering pursuant to which such underwriter waived all rights to its 50% share of the deferred underwriting commissions payable upon completion of an initial Business Combination. In connection with this waiver, the underwriter also agreed that (i) this waiver is not intended to allocate its 50% portion of the deferred underwriting commissions to the other underwriter that has not waived its right to receive its share of the deferred underwriting commissions and (ii) the waived portion of the deferred underwriting commissions can, at the discretion of the Company, be paid to one or more parties or otherwise be used in connection with an initial Business Combination. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 499,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.0 million (see Note 5). Upon the closing of the Initial Public Offering and the Private Placement, $149.5 million ($10.00 per Public Share) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (the “Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and were invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company acting, as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the Extension Amendment Proposal described below. For more information on the partial liquidation of the Trust Account in connection with the adoption of the Extension Amendment Proposal and the related redemption of Class A ordinary shares, also see below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into 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 or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Shareholders”) of Public Shares, 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 shareholder 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, solely in its discretion. 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 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company adopted upon the consummation of the Initial Public Offering and subsequently amended in connection with the adoption of Extension Amendment Proposal described below (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares they hold in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the 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% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete its Business Combination within the time period during which the Company is required to consummate a Business Combination pursuant to the Amended and Restated Memorandum and Articles of Association (the “Combination Period”), or (b) with respect to any other provision relating to the rights of Public Shareholders, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company has not completed 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 The initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders 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 commission (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 other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (excluding the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the assets in the Trust Account, in each case net of the interest that may be withdrawn to pay for the Company’s tax obligations. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). On February 28, 2023, the Company held an extraordinary general meeting of shareholders in view of approving an amendment to its Amended and Restated Memorandum and Articles of Association to extend the date (the “Termination Date”) by which the Company has to consummate a Business Combination from March 2, 2023 (the “Original Termination Date”) to June 2, 2023 (the “Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to nine times by an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until March 2, 2024 (each, an “Additional Articles Extension Date”) or a total of up to thirty-six As contemplated by the Amended and Restated Memorandum and Articles of Association, the holders of Public Shares were able to elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account in connection with the Extension Amendment Proposal. On February 28, 2023, the Extension Amendment Proposal was adopted and 11,259,169 Public Shares were redeemed for an aggregate amount of $115,071,882.05. Following the adoption of the Extension Amendment Proposal, the Company has 3,690,831 Class A ordinary shares, including 3,690,831 Public Shares and 499,000 Private Placement Shares, and 3,737,500 Class B ordinary shares issued and outstanding. Following the approval of the Extension Amendment Proposal, the Class B ordinary shares held by the initial shareholders represent 47.1% of the issued and outstanding ordinary shares. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. The Sponsor may not be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Going Concern As of March 31, 2023, the Company had approximately $60,000 in its operating bank account and working capital deficit of approximately $7.5 million. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, the loan of approximately $161,000 from the Sponsor pursuant to the Note (as defined in Note 5), the proceeds from the consummation of the Private Placement not held in the Trust Account, the First Convertible Promissory Note and the Second Convertible Promissory Note. The Company fully repaid the Note upon closing of the Initial Public Offering. In addition, in order to 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, provide the Company Working Capital Loans (as defined in Note 5). As of March 31, 2023 and December 31, 2022, there was $720,000 and $120,000 of borrowings outstanding under the First Convertible Promissory Note and the Second Convertible Promissory Note (see Note 5 for additional information). The Company cannot provide any assurance that new financing along the lines detailed above will be available to it on commercially acceptable terms, if at all. Further, the Company has until the end of the Combination Period to consummate a Business Combination, but the Company cannot provide assurance that it will be able to consummate a Business Combination by that date. If a Business Combination is not consummated by the required date, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Basis of Presentation - Going Concern,” management has determined that the working capital deficit and mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate (see Note 10). The unaudited condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company intends to complete its initial Business Combination before the mandatory liquidation date; however, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Combination Period. No adjustments have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after the end of the Combination Period, nor do these unaudited condensed financial statements include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Results of operations and the Company’s ability to complete a Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control. The Company’s business of pursuing and consummating an initial Business Combination could be impacted by, among other things, downturns in the financial markets or in economic conditions, export controls, tariffs, trade wars, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may materially impact the Company’s business and its ability to complete an initial Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant 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 financial information 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 financial statements as they are not required for interim financial statements. 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 periods presented. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023 or any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on April 6, 2023. 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 of 2002, 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. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Cash Balances The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. 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 had no cash equivalents as of March 31, 2023 and December 31, 2022, aside from the cash maintained in the Trust Account (see Note 9) Use of Estimates The preparation of 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 liabilities and expenses and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. Actual results could differ from those estimates. Trust Account Initially, the Company’s portfolio of investments was 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 were comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account were comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the 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 were included in interest income and unrealized gain on investments held in Trust Account in the accompanying audited statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company acting, as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the Extension Amendment Proposal described above (see Note 1). Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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. As of March 31, 2023 and December 31, 2022, the carrying values of cash, accounts payable, accrued expenses and due to related party approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account were comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The fair value of investments held in Trust Account was determined using quoted prices in active markets. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company acting, as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the Extension Amendment Proposal described above (see Note 1). Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to Class A ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares issue d were charged against the carrying value of the Class A ordinary shares subject to possible redemption 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 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ deficit. The Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2023 and December 31, 2022, 3,690,831 and 14,950,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. Income Taxes FASB ASC Topic 740, “Income Taxes” 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. There were no unrecognized tax benefits as of March 31, 2023 and December 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) per Ordinary Share The Company has two classes of shares: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. For the Three Months Ended March 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 120,478 $ 39,771 $ (170,047 ) $ (41,139 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 11,322,046 3,737,500 15,449,000 3,737,500 Basic and diluted net income (loss) per ordinary share $ 0.01 $ 0.01 $ (0.01 ) $ (0.01 ) Recent Accounting Pronouncements The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2023 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 – On March 2, 2021, the Company consummated its Initial Public Offering of 14,950,000 Public Shares, including the 1,950,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $149.5 million, and incurring offering costs of approximately $8.8 million, inclusive of approximately $5.2 million in deferred underwriting commissions. For more information on the waiver related to a portion of the deferred underwriting commissions that the Company received on August 8, 2022 and the partial liquidation of the Trust Account in connection with the adoption of the Extension Amendment Proposal and the related redemption of Class A ordinary shares, also see Note 1 above . |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 – Founder Shares On January 4, 2021, the Sponsor paid $25,000 to cover for certain expenses on behalf of the Company in exchange for issuance of 3,737,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). In February 2021, the Sponsor transferred an aggregate of 90,000 Founder Shares to the Company’s independent directors. The Sponsor agreed to forfeit up to 487,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding ordinary shares (excluding the Private Placement Shares) after the Initial Public Offering. The underwriters fully exercised the over-allotment option on March 2, 2021; thus, these 487,500 Founder Shares were no longer subject to forfeiture. The initial shareholders agreed, subject to limited exceptions, 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 Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private Placement Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 499,000 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.0 million. The Private Placement Shares are not transferable or salable until 30 days after the completion of the initial Business Combination. Certain proceeds from the Private Placement Shares have been added to the proceeds from the Initial Public Offering held in the Trust Account. 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 Shares until 30 days after the completion of the initial Business Combination. Related Party Loans On March 2, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover for expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”) and reclassify the outstanding amount due to related party as borrowing under the Note. This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $161,000 under the Note and fully repaid the Note upon closing of the Initial Public Offering. Subsequent to the repayment, the loan facility was no longer available to the Company. In addition, in order to 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 the 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. Except for the foregoing, the terms of such Working Capital Loans have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon the consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. As of March 31, 2023 and December 31, 2022, the Company had no outstanding borrowings under the Working Capital Loans. On November the Company issued an unsecured convertible promissory note (the “ Convertible Promissory Note”) to the Sponsor, pursuant to which the Company borrowed (the “ Convertible Working Capital Loan”) from the Sponsor for general corporate purposes. Such loan may, at the Sponsor’s discretion, be converted into Class A ordinary shares, par value per share, of the Company (the “Working Capital Shares”) at a conversion price equal to per Working Capital Share. The terms of the Working Capital Shares will be identical to those of the Private Placement Shares that were issued to the Sponsor in connection with the Initial Public Offering. The Convertible Working Capital Loan will not bear any interest and will be repayable by the Company to the Sponsor, if not converted or repaid on the effective date of a Business Combination involving the Company and or more businesses. The maturity date of the Convertible Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Convertible Promissory Note). The Company granted customary registration rights to the Sponsor with respect to any Working Capital Shares, which shall constitute “Registrable Securities” pursuant to that certain Registration and Shareholder Rights Agreement, dated March by and among the Company, the Sponsor and the other parties thereto. Further, each newly issued Working Capital Share shall bear the same transfer restrictions that apply to the Private Placement Shares, as contemplated by the Letter Agreement, dated February by and among the Company, the Sponsor and the other parties thereto. As of March and December there was and of borrowings outstanding under the Convertible Promissory Note. On February the Company issued a non-interest bearing, unsecured convertible promissory note to the Sponsor in connection with the Extension Amendment Proposal, pursuant to which the Company may borrow up to from the Sponsor for general corporate purposes and the funding of the deposits that the Company is required to make pursuant to its Amended and Restated Memorandum and Articles of Association (as amended following the adoption of the Extension Amendment Proposal at the Company’s extraordinary general meeting of shareholders on February and following the request of the Sponsor in connection with an optional monthly extension of the time period during which the Company may consummate a Business Combination (the “ Convertible Promissory Note”). Up to of the amounts loaned under the Convertible Promissory Note will be convertible at the option of the Sponsor into Working Capital Shares. This working capital loan outstanding pursuant to the Convertible Promissory Note (the “ Working Capital Loan”) will not bear any interest, and will be repayable by the Company to the Sponsor to the extent the Company has funds available outside of the Trust Account and if not converted or repaid on the effective date of a Business Combination. The maturity date of the Convertible Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Convertible Promissory Note). The Company granted customary registration rights to the Sponsor with respect to any Working Capital Shares issued pursuant to the Convertible Promissory Note, which shall constitute “Registrable Securities” pursuant to that certain Registration and Shareholder Rights Agreement, dated March by and among the Company, the Sponsor and the other parties thereto. Further, each newly issued Working Capital Share shall bear the same transfer restrictions that apply to the Private Placement Shares, as contemplated by the Letter Agreement, dated February by and among the Company, the Sponsor and the other parties thereto. As of March and December and respectively, was drawn under the Convertible Promissory Note. Administrative Support Agreement Commencing on the date that the Company’s registration statement relating to its Initial Public Offering was declared effective through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to reimburse the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $10,000 per month. The Company incurred approximately $30,000 and $30,000 in general and administrative expenses in the accompanying unaudited condensed statements of operations for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023 and December 31, 2022, the Company had $120,000 and $90,000, respectively, included in due to related party on the condensed balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 5 - Commitments and Contingencies Registration Rights The holders of Founder Shares and Private Placement Shares, including Private Placement Shares that may be issued upon conversion of Working Capital Loans, are entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the consummation of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the Founder Shares, in accordance with the letter agreement the Company’s initial shareholders entered into and (ii) in the case of the Private Placement Shares, 30 days after the completion of the Company’s Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 1,950,000 additional Public Shares to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. On March 2, 2021, the underwriters fully exercised the over-allotment option. The underwriters were paid an underwriting discount of $0.20 per Public Share, or approximately $3.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Public Share, or approximately $5.2 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On August 8, 2022, the Company received a waiver from one of the underwriters of its Initial Public Offering pursuant to which such underwriter waived all rights to its 50% share of the deferred underwriting commissions payable upon completion of an initial Business Combination. In connection with this waiver, the underwriter also agreed that (i) this waiver is not intended to allocate its 50% portion of the deferred underwriting commissions to the other underwriter that has not waived its right to receive its share of the deferred underwriting commissions and (ii) the waived portion of the deferred underwriting commissions can, at the discretion of the Company, be paid to one or more parties or otherwise be used in connection with an initial Business Combination. During the year ended December 31, 2022, the Company derecognized approximately $2.6 million . |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 3 Months Ended |
Mar. 31, 2023 | |
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | Note 6 - The Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. As of March 31, 2023 and December 31, 2022, there were 3,690,831 and 14,950,000 Class A ordinary shares subject to possible redemption. The Public Shares issued in the Initial Public Offering in connection with the over-allotment exercise were recognized in Class A ordinary shares subject to possible redemption as follows: Gross proceeds $ 149,500,000 Less: Offering costs allocated to Class A ordinary shares subject to possible redemption (8,734,896 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 8,147,540 Plus: Waiver of deferred underwriting commissions 2,616,250 Class A ordinary shares subject to possible redemption at December 31, 2022 151,528,894 Less: Redemption of Class A ordinary shares (115,071,882 ) Plus: Adjustment for accretion of Class A ordinary shares subject to possible redemption 1,548,845 Class A ordinary shares subject to possible redemption at March 31, 2023 $ 38,005,857 |
Shareholders' Deficit
Shareholders' Deficit | 3 Months Ended |
Mar. 31, 2023 | |
Shareholders' Deficit [Abstract] | |
Shareholders' Deficit | Note 7 - Shareholders’ Deficit Preference Shares - The Company is authorized to issue 1,000,000 preference shares with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2023 and December 31, 2022, there were no preference shares issued or outstanding. Class A Ordinary Shares - Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. March of which 3,690,831 and 14,950,000 shares, respectively, were subject to possible redemption and classified in temporary equity (see Note 6). Class B Ordinary Shares The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of March 31, 2023 and December 31, 2022, there were 3,737,500 Class B ordinary shares issued and outstanding (see Note 4). Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders at a general meeting of the Company. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation 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% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the Private Placement Shares) upon the consummation of the Initial Public Offering, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Shares issued to the Sponsor, members of the Company’s management team or any of their affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 8 – Fair Value Measurements The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: March 31, 2023 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets held in Trust Account: Cash held in Trust Account $ 38,105,243 $ - $ - Cash equivalents – money market funds 614 - - $ 38,105,857 $ - $ - December 31, 2022 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets held in Trust Account: U.S. Treasury Securities $ 151,628,280 $ - $ - Cash equivalents – money market funds 614 - - $ 151,628,894 $ - $ - Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels of the hierarchy for the three months ended March 31, 2023 and the year ended December 31, 2022. Level 1 instruments include investments U.S. Treasury securities with an original maturity of 185 days or less. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company acting, as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the Extension Amendment Proposal described above (see Note 1). |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 - Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued, and has concluded that all such events, other than below, would require recognition or disclosure have been recognized or disclosed On April 18, 2023, the Company withdrew an additional $400,000 from the Second Convertible Promissory Note (see Note 5), resulting in the total principal drawn down on the Second Convertible Promissory Note being $1,000,000 as of the issuance of this report. The total amount outstanding under the First Convertible Promissory Note and Second Convertible Promissory Note is $1,120,000 as of the date of this report. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant 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 financial information 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 financial statements as they are not required for interim financial statements. 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 periods presented. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023 or any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on April 6, 2023. |
Concentration of Cash Balances | Concentration of Cash Balances The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. |
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 had no cash equivalents as of March 31, 2023 and December 31, 2022, aside from the cash maintained in the Trust Account (see Note 9) |
Use of Estimates | Use of Estimates The preparation of 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 liabilities and expenses and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. Actual results could differ from those estimates. |
Trust Account | Trust Account Initially, the Company’s portfolio of investments was 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 were comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account were comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the 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 were included in interest income and unrealized gain on investments held in Trust Account in the accompanying audited statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company acting, as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the Extension Amendment Proposal described above (see Note 1). |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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. As of March 31, 2023 and December 31, 2022, the carrying values of cash, accounts payable, accrued expenses and due to related party approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account were comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The fair value of investments held in Trust Account was determined using quoted prices in active markets. On February 27, 2023, the Company delivered an instruction letter to Continental Stock Transfer & Trust Company acting, as trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of an initial Business Combination or the Company’s liquidation. The Company is taking these steps in order to mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act following the adoption of the Extension Amendment Proposal described above (see Note 1). |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to Class A ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares issue d were charged against the carrying value of the Class A ordinary shares subject to possible redemption 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 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ deficit. The Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2023 and December 31, 2022, 3,690,831 and 14,950,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. |
Income Taxes | Income Taxes FASB ASC Topic 740, “Income Taxes” 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. There were no unrecognized tax benefits as of March 31, 2023 and December 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company has two classes of shares: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. For the Three Months Ended March 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 120,478 $ 39,771 $ (170,047 ) $ (41,139 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 11,322,046 3,737,500 15,449,000 3,737,500 Basic and diluted net income (loss) per ordinary share $ 0.01 $ 0.01 $ (0.01 ) $ (0.01 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s unaudited condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basic and Diluted Net Income (Loss) Per Common Share | The Company has two classes of shares: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. For the Three Months Ended March 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 120,478 $ 39,771 $ (170,047 ) $ (41,139 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 11,322,046 3,737,500 15,449,000 3,737,500 Basic and diluted net income (loss) per ordinary share $ 0.01 $ 0.01 $ (0.01 ) $ (0.01 ) |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | The Public Shares issued in the Initial Public Offering in connection with the over-allotment exercise were recognized in Class A ordinary shares subject to possible redemption as follows: Gross proceeds $ 149,500,000 Less: Offering costs allocated to Class A ordinary shares subject to possible redemption (8,734,896 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 8,147,540 Plus: Waiver of deferred underwriting commissions 2,616,250 Class A ordinary shares subject to possible redemption at December 31, 2022 151,528,894 Less: Redemption of Class A ordinary shares (115,071,882 ) Plus: Adjustment for accretion of Class A ordinary shares subject to possible redemption 1,548,845 Class A ordinary shares subject to possible redemption at March 31, 2023 $ 38,005,857 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Assets Measured on Recurring Basis | The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: March 31, 2023 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets held in Trust Account: Cash held in Trust Account $ 38,105,243 $ - $ - Cash equivalents – money market funds 614 - - $ 38,105,857 $ - $ - December 31, 2022 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets held in Trust Account: U.S. Treasury Securities $ 151,628,280 $ - $ - Cash equivalents – money market funds 614 - - $ 151,628,894 $ - $ - |
Description of Organization a_2
Description of Organization and Business Operations, Initial Public Offering (Details) | 3 Months Ended | 12 Months Ended | ||||
Feb. 28, 2023 USD ($) Extension shares | Mar. 02, 2021 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) Business shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Aug. 08, 2022 | |
Initial Public Offering and Private Placement [Abstract] | ||||||
Deferred offering costs associated with initial public offering | $ 8,800,000 | |||||
Deferred underwriting commissions | 5,200,000 | |||||
Percentage of deferred underwriting commissions payable included in initial Business Combination | 50% | |||||
Net proceeds from Initial Public Offering and Private Placement deposited in Trust Account | $ 149,500,000 | $ 420,000 | $ 0 | |||
Unit price, Proposed Public Offering and Private Placement (in dollars per unit) | $ / shares | $ 10 | |||||
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100% | |||||
Number of times to extend period to consummate Business Combination | Extension | 9 | |||||
Period of time for an extension to consummate Business Combination | 1 month | |||||
Advance notice prior to applicable Termination Date | 5 days | |||||
Temporary equity, carrying amount | $ 38,005,857 | $ 151,528,894 | ||||
Minimum [Member] | ||||||
Initial Public Offering and Private Placement [Abstract] | ||||||
Number of operating businesses included in initial Business Combination | Business | 1 | |||||
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination | 80% | |||||
Post-transaction ownership percentage of the target business | 50% | |||||
Net tangible asset threshold for redeeming Public Shares | $ 5,000,001 | |||||
Percentage of Public Shares that can be redeemed without prior consent | 15% | |||||
Maximum [Member] | ||||||
Initial Public Offering and Private Placement [Abstract] | ||||||
Period to cease operations if Business Combination is not completed within Combination Period | 10 days | |||||
Interest from Trust Account that can be held to pay dissolution expenses | $ 100,000 | |||||
Extension period to complete business combination after Original Termination Date | 36 months | |||||
Public Shares [Member] | ||||||
Initial Public Offering and Private Placement [Abstract] | ||||||
Shares issued (in shares) | shares | 3,690,831 | |||||
Temporary equity, shares issued (in shares) | shares | 11,259,169 | |||||
Private Placement Units [Member] | ||||||
Initial Public Offering and Private Placement [Abstract] | ||||||
Shares issued (in shares) | shares | 499,000 | 499,000 | ||||
Share price (in dollars per share) | $ / shares | $ 10 | |||||
Gross proceeds from private placement | $ 5,000,000 | |||||
Sponsor [Member] | Second Convertible Promissory Note [Member] | ||||||
Initial Public Offering and Private Placement [Abstract] | ||||||
Net proceeds from Initial Public Offering and Private Placement deposited in Trust Account | $ 420,000 | |||||
Sponsor [Member] | Amended and Restated Memorandum [Member] | ||||||
Initial Public Offering and Private Placement [Abstract] | ||||||
Net proceeds from Initial Public Offering and Private Placement deposited in Trust Account | $ 140,000 | |||||
Percentage of ordinary shares issued and outstanding held by initial shareholders. | 47.10% | |||||
Class A Ordinary Shares [Member] | ||||||
Initial Public Offering and Private Placement [Abstract] | ||||||
Shares issued (in shares) | shares | 3,690,831 | |||||
Temporary equity, carrying amount | $ 115,071,882.05 | |||||
Ordinary shares, shares issued (in shares) | shares | 499,000 | 499,000 | ||||
Ordinary shares, shares outstanding (in shares) | shares | 499,000 | 499,000 | ||||
Class B Ordinary Shares [Member] | ||||||
Initial Public Offering and Private Placement [Abstract] | ||||||
Ordinary shares, shares issued (in shares) | shares | 3,737,500 | 3,737,500 | 3,737,500 | |||
Ordinary shares, shares outstanding (in shares) | shares | 3,737,500 | 3,737,500 | 3,737,500 | |||
Initial Public Offering [Member] | ||||||
Initial Public Offering and Private Placement [Abstract] | ||||||
Gross proceeds from initial public offering | $ 149,500,000 | |||||
Initial Public Offering [Member] | Public Shares [Member] | ||||||
Initial Public Offering and Private Placement [Abstract] | ||||||
Shares issued (in shares) | shares | 14,950,000 | |||||
Share price (in dollars per share) | $ / shares | $ 10 | |||||
Gross proceeds from initial public offering | $ 149,500,000 | |||||
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | ||||||
Initial Public Offering and Private Placement [Abstract] | ||||||
Deferred offering costs associated with initial public offering | $ 8,734,896 | |||||
Over-Allotment Option [Member] | ||||||
Initial Public Offering and Private Placement [Abstract] | ||||||
Shares issued (in shares) | shares | 1,950,000 | |||||
Over-Allotment Option [Member] | Public Shares [Member] | ||||||
Initial Public Offering and Private Placement [Abstract] | ||||||
Shares issued (in shares) | shares | 1,950,000 | |||||
Share price (in dollars per share) | $ / shares | $ 10 |
Description of Organization a_3
Description of Organization and Business Operations, Liquidity and Going Concern (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Liquidity and Going Concern [Abstract] | ||
Cash at bank | $ 60,022 | $ 91,049 |
Working capital | 7,500,000 | |
Sponsor [Member] | ||
Liquidity and Going Concern [Abstract] | ||
Offering costs paid by sponsor in exchange for issuance of founder shares | 25,000 | |
Loan proceeds | 161,000 | |
Sponsor [Member] | First Convertible Promissory Note [Member] | ||
Liquidity and Going Concern [Abstract] | ||
Working capital loan outstanding amount | $ 720,000 | $ 120,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies, Cash and Cash Equivalents (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies, Class A Ordinary Shares Subject to Possible Redemption (Details) - shares | Mar. 31, 2023 | Dec. 31, 2022 |
Class A Ordinary Shares [Member] | ||
Common stock subject to possible redemption [Abstract] | ||
Ordinary shares subject to possible redemption (in shares) | 3,690,831 | 14,950,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies, Income Taxes (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Income Taxes [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest and penalties | $ 0 | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies, Net Income (Loss) per Ordinary Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Class A Ordinary Shares [Member] | ||
Numerator [Abstract] | ||
Allocation of net income (loss) | $ 120,478 | $ (170,047) |
Denominator [Abstract] | ||
Basic weighted average ordinary shares outstanding (in shares) | 11,322,046 | 15,449,000 |
Diluted weighted average ordinary shares outstanding (in shares) | 11,322,046 | 15,449,000 |
Basic net income (loss) per ordinary share (in dollars per share) | $ 0.01 | $ (0.01) |
Diluted net income (loss) per ordinary share (in dollars per share) | $ 0.01 | $ (0.01) |
Class B Ordinary Shares [Member] | ||
Numerator [Abstract] | ||
Allocation of net income (loss) | $ 39,771 | $ (41,139) |
Denominator [Abstract] | ||
Basic weighted average ordinary shares outstanding (in shares) | 3,737,500 | 3,737,500 |
Diluted weighted average ordinary shares outstanding (in shares) | 3,737,500 | 3,737,500 |
Basic net income (loss) per ordinary share (in dollars per share) | $ 0.01 | $ (0.01) |
Diluted net income (loss) per ordinary share (in dollars per share) | $ 0.01 | $ (0.01) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 12 Months Ended | ||
Feb. 28, 2023 | Mar. 02, 2021 | Dec. 31, 2022 | |
Initial Public Offering [Abstract] | |||
Deferred offering costs associated with initial public offering | $ 8,800,000 | ||
Deferred underwriting commissions | $ 5,200,000 | ||
Public Shares [Member] | |||
Initial Public Offering [Abstract] | |||
Shares issued (in shares) | 3,690,831 | ||
Initial Public Offering [Member] | |||
Initial Public Offering [Abstract] | |||
Gross proceeds from initial public offering | $ 149,500,000 | ||
Initial Public Offering [Member] | Public Shares [Member] | |||
Initial Public Offering [Abstract] | |||
Shares issued (in shares) | 14,950,000 | ||
Share price (in dollars per share) | $ 10 | ||
Gross proceeds from initial public offering | $ 149,500,000 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering [Abstract] | |||
Shares issued (in shares) | 1,950,000 | ||
Over-Allotment Option [Member] | Public Shares [Member] | |||
Initial Public Offering [Abstract] | |||
Shares issued (in shares) | 1,950,000 | ||
Share price (in dollars per share) | $ 10 |
Related Party Transactions, Fou
Related Party Transactions, Founder Shares (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Feb. 28, 2023 | Mar. 02, 2021 | Jan. 04, 2021 | Feb. 28, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Nov. 07, 2022 | |
Private Placement [Member] | |||||||
Private Placement [Abstract] | |||||||
Holding period for transfer, assignment or sale of shares | 30 days | ||||||
Class A Ordinary Shares [Member] | |||||||
Founder Shares [Abstract] | |||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Private Placement [Abstract] | |||||||
Shares issued (in shares) | 3,690,831 | ||||||
Class B Ordinary Shares [Member] | |||||||
Founder Shares [Abstract] | |||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Sponsor [Member] | Private Placement [Member] | |||||||
Private Placement [Abstract] | |||||||
Shares issued (in shares) | 499,000 | ||||||
Share price (in dollars per share) | $ 10 | ||||||
Gross proceeds from private placement | $ 5,000,000 | ||||||
Sponsor [Member] | Class A Ordinary Shares [Member] | |||||||
Founder Shares [Abstract] | |||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | ||||||
Number of trading days | 20 days | ||||||
Trading day threshold period | 30 days | ||||||
Sponsor [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | |||||||
Founder Shares [Abstract] | |||||||
Share price (in dollars per share) | $ 12 | ||||||
Threshold period after initial Business Combination | 150 days | ||||||
Sponsor [Member] | Class B Ordinary Shares [Member] | |||||||
Founder Shares [Abstract] | |||||||
Proceeds from issuance of common stock | $ 25,000 | ||||||
Shares issued (in shares) | 3,737,500 | ||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | ||||||
Ownership interest, as converted percentage | 20% | ||||||
Number of shares no longer subject to forfeiture (in shares) | 487,500 | ||||||
Period to not transfer, assign or sell Founder Shares | 1 year | ||||||
Sponsor [Member] | Class B Ordinary Shares [Member] | Maximum [Member] | |||||||
Founder Shares [Abstract] | |||||||
Shares subject to forfeiture (in shares) | 487,500 | ||||||
Independent Directors [Member] | |||||||
Founder Shares [Abstract] | |||||||
Shares issued (in shares) | 90,000 | ||||||
Sponsor and Company Officers and Directors [Member] | Private Placement [Member] | |||||||
Private Placement [Abstract] | |||||||
Holding period for transfer, assignment or sale of shares | 30 days |
Related Party Transactions, Pro
Related Party Transactions, Promissory Note, Related Party Loans and Administrative Support Agreement (Details) - USD ($) | 3 Months Ended | |||||
Feb. 28, 2023 | Mar. 02, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Nov. 07, 2022 | |
Related Party Loans [Abstract] | ||||||
Expenses paid by sponsor | $ 120,000 | $ 90,000 | ||||
Administrative Support Agreement [Abstract] | ||||||
General and administrative expenses | $ 968,597 | $ 252,722 | ||||
Class A Ordinary Shares [Member] | ||||||
Related Party Loans [Abstract] | ||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Second Convertible Promissory Note [Member] | Maximum [Member] | ||||||
Related Party Loans [Abstract] | ||||||
Loan proceeds | $ 1,380,000 | |||||
Sponsor [Member] | ||||||
Related Party Loans [Abstract] | ||||||
Loan proceeds | $ 161,000 | |||||
Sponsor [Member] | Maximum [Member] | ||||||
Related Party Loans [Abstract] | ||||||
Loan proceeds | $ 1,680,000 | |||||
Sponsor [Member] | Class A Ordinary Shares [Member] | ||||||
Related Party Loans [Abstract] | ||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | |||||
Sponsor [Member] | Promissory Note [Member] | ||||||
Related Party Loans [Abstract] | ||||||
Related party transaction | $ 300,000 | |||||
Loan proceeds | $ 161,000 | |||||
Sponsor [Member] | Administrative Support Agreement [Member] | ||||||
Administrative Support Agreement [Abstract] | ||||||
Monthly fee | 10,000 | |||||
General and administrative expenses | 30,000 | $ 30,000 | ||||
Sponsor [Member] | Working Capital Loans [Member] | ||||||
Related Party Loans [Abstract] | ||||||
Conversion price (in dollars per share) | $ 10 | |||||
Borrowings Capacity | $ 120,000 | |||||
Sponsor [Member] | First Convertible Promissory Note [Member] | ||||||
Related Party Loans [Abstract] | ||||||
Expenses paid by sponsor | 120,000 | $ 120,000 | ||||
Working capital loan outstanding amount | 720,000 | 120,000 | ||||
Sponsor [Member] | Second Convertible Promissory Note [Member] | ||||||
Related Party Loans [Abstract] | ||||||
Working capital loan outstanding amount | 600,000 | 0 | ||||
Sponsor Affiliate of Sponsor or Certain Company Officers and Directors [Member] | Working Capital Loans [Member] | ||||||
Related Party Loans [Abstract] | ||||||
Conversion value | $ 1,500,000 | |||||
Conversion price (in dollars per share) | $ 10 | |||||
Borrowings outstanding | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 02, 2021 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Aug. 08, 2022 | Feb. 25, 2021 Demand | |
Registration Rights [Abstract] | |||||
Period Required for Shares to Become Exercisable | 30 days | ||||
Underwriting Agreement [Abstract] | |||||
Underwriting discount (in dollars per share) | $ / shares | $ 0.2 | ||||
Underwriting expense | $ 3,000,000 | ||||
Deferred underwriting discount (in dollars per share) | $ / shares | $ 0.35 | ||||
Deferred underwriting commissions | $ 5,200,000 | $ 2,616,250 | $ 2,616,250 | ||
Percentage of deferred underwriting commissions payable included in initial Business Combination | 50% | ||||
Gain from settlement of deferred underwriting commissions | $ 2,600,000 | ||||
Maximum [Member] | |||||
Registration Rights [Abstract] | |||||
Number of demands eligible security holder can make | Demand | 3 | ||||
Over-Allotment Option [Member] | |||||
Underwriting Agreement [Abstract] | |||||
Sale of stock underwriter option term | 45 days | ||||
Shares issued (in shares) | shares | 1,950,000 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Feb. 28, 2023 | Mar. 02, 2021 | |
Common Stock Subject to Possible Redemption [Abstract] | |||||
Offering costs allocated to Class A ordinary shares subject to possible redemption | $ (8,800,000) | ||||
Accretion on Class A ordinary shares subject to possible redemption amount | $ 8,147,540 | ||||
Waiver of deferred underwriting commissions | 2,616,250 | ||||
Redemption of Class A ordinary shares | $ (115,071,882) | $ 0 | |||
Adjustment for accretion of Class A ordinary shares subject to possible redemption | 1,548,845 | ||||
Class A ordinary shares subject to possible redemption | $ 38,005,857 | $ 151,528,894 | |||
Class A Ordinary Shares [Member] | |||||
Common Stock Subject to Possible Redemption [Abstract] | |||||
Ordinary shares subject to possible redemption (in shares) | 3,690,831 | 14,950,000 | |||
Class A ordinary shares subject to possible redemption | $ 115,071,882.05 | ||||
Initial Public Offering [Member] | |||||
Common Stock Subject to Possible Redemption [Abstract] | |||||
Gross proceeds | $ 149,500,000 | ||||
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | |||||
Common Stock Subject to Possible Redemption [Abstract] | |||||
Offering costs allocated to Class A ordinary shares subject to possible redemption | $ (8,734,896) |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) | 3 Months Ended | ||
Mar. 31, 2023 $ / shares shares | Feb. 28, 2023 shares | Dec. 31, 2022 $ / shares shares | |
Stockholders' Deficit [Abstract] | |||
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 | |
Preference shares, shares issued (in shares) | 0 | 0 | |
Preference shares, shares outstanding (in shares) | 0 | 0 | |
Voting rights per share | one vote | ||
Stock conversion basis at time of business combination percentage | 20% | ||
Stock conversion basis at time of business combination | 1 | ||
Class A Ordinary Shares [Member] | |||
Stockholders' Deficit [Abstract] | |||
Ordinary shares, shares authorized (in shares) | 479,000,000 | 479,000,000 | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Voting rights per share | one vote | ||
Ordinary shares, shares issued (in shares) | 4,189,831 | 15,449,000 | |
Ordinary shares, shares outstanding (in shares) | 4,189,831 | 15,449,000 | |
Ordinary shares, shares issued (in shares) | 499,000 | 499,000 | |
Ordinary shares, shares outstanding (in shares) | 499,000 | 499,000 | |
Ordinary shares subject to possible redemption (in shares) | 3,690,831 | 14,950,000 | |
Class B Ordinary Shares [Member] | |||
Stockholders' Deficit [Abstract] | |||
Ordinary shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares issued (in shares) | 3,737,500 | 3,737,500 | 3,737,500 |
Ordinary shares, shares outstanding (in shares) | 3,737,500 | 3,737,500 | 3,737,500 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Investments held in Trust Account [Abstract] | |||
Transfers in into Level 3 | $ 0 | $ 0 | |
Transfers out of Level 3 | $ 0 | $ 0 | |
Quoted Prices in Active Markets (Level 1) [Member] | Cash held in Trust Account [Member] | Maximum [Member] | |||
Investments held in Trust Account [Abstract] | |||
Investment maturity period | 185 days | ||
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | |||
Investments held in Trust Account [Abstract] | |||
Investments held in Trust Account | $ 38,105,857 | $ 151,628,894 | |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Cash held in Trust Account [Member] | |||
Investments held in Trust Account [Abstract] | |||
Investments held in Trust Account | 38,105,243 | ||
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | U.S. Treasury Securities [Member] | |||
Investments held in Trust Account [Abstract] | |||
Investments held in Trust Account | 151,628,280 | ||
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Cash Equivalents - Money Market Funds [Member] | |||
Investments held in Trust Account [Abstract] | |||
Investments held in Trust Account | 614 | 614 | |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Investments held in Trust Account [Abstract] | |||
Investments held in Trust Account | 0 | 0 | |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Cash held in Trust Account [Member] | |||
Investments held in Trust Account [Abstract] | |||
Investments held in Trust Account | 0 | ||
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. Treasury Securities [Member] | |||
Investments held in Trust Account [Abstract] | |||
Investments held in Trust Account | 0 | ||
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Cash Equivalents - Money Market Funds [Member] | |||
Investments held in Trust Account [Abstract] | |||
Investments held in Trust Account | 0 | 0 | |
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | |||
Investments held in Trust Account [Abstract] | |||
Investments held in Trust Account | 0 | 0 | |
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Cash held in Trust Account [Member] | |||
Investments held in Trust Account [Abstract] | |||
Investments held in Trust Account | 0 | ||
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | U.S. Treasury Securities [Member] | |||
Investments held in Trust Account [Abstract] | |||
Investments held in Trust Account | 0 | ||
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Cash Equivalents - Money Market Funds [Member] | |||
Investments held in Trust Account [Abstract] | |||
Investments held in Trust Account | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Apr. 18, 2023 USD ($) |
Related Party Loans [Abstract] | |
Withdrew an additional amount | $ 400,000 |
Convertible Promissory Note [Member] | |
Related Party Loans [Abstract] | |
Total amount outstanding | 1,120,000 |
Second Convertible Promissory Note [Member] | |
Related Party Loans [Abstract] | |
Total amount outstanding | $ 1,000,000 |