Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 30, 2023 | Jun. 30, 2022 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Entity Registrant Name | PROJECT ENERGY REIMAGINED ACQUISITION CORP. | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity File Number | 001-40972 | ||
Entity Tax Identification Number | 98-1582574 | ||
Entity Address, Address Line One | 1285 Camino Real, Suite 200 | ||
Entity Address, City or Town | Menlo Park | ||
Entity Address State Or Province | CA | ||
Entity Address, Postal Zip Code | 94025 | ||
City Area Code | 260 | ||
Local Phone Number | 515-9113 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Central Index Key | 0001847241 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Transition Report | false | ||
Entity Public Float | $ 256,918,408 | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum, LLP | ||
Auditor Location | Houston, TX, USA | ||
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | |||
Document and Entity Information | |||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | ||
Trading Symbol | PEGRU | ||
Security Exchange Name | NASDAQ | ||
Common Class A [Member] | |||
Document and Entity Information | |||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | ||
Trading Symbol | PEGR | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 26,377,660 | ||
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | |||
Document and Entity Information | |||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | ||
Trading Symbol | PEGRW | ||
Security Exchange Name | NASDAQ | ||
Common Class B [Member] | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 6,594,415 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 515,534 | $ 1,493,933 |
Prepaid expenses | 226,094 | 387,639 |
Total current assets | 741,628 | 1,881,572 |
Prepaid insurance - noncurrent | 226,097 | |
Investments held in trust account | 267,475,787 | 263,773,700 |
Total Assets | 268,217,415 | 265,881,369 |
Current liabilities: | ||
Accounts payable | 97,919 | 89,077 |
Accrued expenses | 437,406 | 78,722 |
Accrued offering costs | 12,632 | |
Accrued expenses - related party | 65,000 | |
Total current liabilities | 600,325 | 180,431 |
Warrant liabilities | 864,575 | 12,104,043 |
Derivative liability - forward purchase agreement | 318,735 | 437,800 |
Deferred underwriting fee payable | 9,232,181 | 9,232,181 |
Total Liabilities | 11,015,816 | 21,954,455 |
Commitments | ||
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (10,174,848) | (19,850,346) |
Total Shareholders' Deficit | (10,174,188) | (19,849,686) |
Total Liabilities and Shareholders' Deficit | 268,217,415 | 265,881,369 |
Class A ordinary shares | ||
Shareholders' Deficit: | ||
Ordinary shares | 0 | 0 |
Class A ordinary shares subject to possible redemption | ||
Current liabilities: | ||
Class A ordinary shares, $0.0001 par value, subject to possible redemption; 26,377,660 shares at redemption value | 267,375,787 | 263,776,600 |
Class B ordinary shares | ||
Shareholders' Deficit: | ||
Ordinary shares | $ 660 | $ 660 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred shares, par value (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Class A ordinary shares | ||
Temporary equity, par value (per share) | $ 0.0001 | $ 0.0001 |
Class A ordinary shares subject to possible redemption, outstanding (in shares) | 26,377,660 | 26,377,660 |
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 200,000,000 | 200,000,000 |
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Class A ordinary shares subject to possible redemption | ||
Class A ordinary shares subject to possible redemption, outstanding (in shares) | 26,377,660 | 26,377,660 |
Class B ordinary shares | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 |
Common shares, shares issued | 6,594,415 | 6,594,415 |
Common shares, shares outstanding | 6,594,415 | 6,594,415 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | ||
Operating and formation costs | $ 440,985 | $ 1,785,935 | |
Loss from operations | (440,985) | (1,785,935) | |
Gain (loss) on investments held in Trust Account | (2,900) | 2,900 | |
Interest and dividend income on investments held in Trust Account | 3,699,187 | ||
Gain (loss)on change in fair value of derivative liability - forward purchase agreement | (426,600) | 119,065 | |
Expensed offering costs | (2,089,260) | ||
Gain on change in fair value of warrant liabilities | 9,378,431 | 11,239,468 | |
Net income | 6,418,686 | 13,274,685 | |
Class A ordinary shares | |||
Net income | $ 2,794,933 | $ 10,619,748 | |
Weighted average shares outstanding, basic | 4,739,558 | 26,377,660 | |
Weighted average shares outstanding, diluted | 4,739,558 | 26,377,660 | |
Basic net income (loss) per ordinary share | $ 0.59 | $ 0.40 | |
Diluted net income (loss) per ordinary share | $ 0.59 | $ 0.40 | |
Class B ordinary shares | |||
Net income | $ 3,623,753 | $ 2,654,937 | |
Weighted average shares outstanding, basic | [1] | 6,145,043 | 6,594,415 |
Weighted average shares outstanding, diluted | 6,145,043 | 6,594,415 | |
Basic net income (loss) per ordinary share | $ 0.59 | $ 0.40 | |
Diluted net income (loss) per ordinary share | $ 0.59 | $ 0.40 | |
[1] For the period from February 10, 2021 through December 31, 2021, the weighted average shares outstanding includes up to 937,500 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). The underwriters partially exercised their over-allotment option on November 17, 2021, leaving 593,085 Class B ordinary shares subject to forfeiture. On December 12, 2021, the remaining over-allotment option expired and 593,085 Class B ordinary shares were forfeited (see Notes 3 and 6). |
STATEMENTS OF OPERATIONS (Paren
STATEMENTS OF OPERATIONS (Parenthetical) - Class B ordinary shares - shares | 12 Months Ended | ||||
Dec. 12, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 17, 2021 | Feb. 18, 2021 | |
Number of shares subject to forfeiture | 593,085 | 593,085 | |||
Sponsor | |||||
Number of shares subject to forfeiture | 937,500 | ||||
Sponsor | Maximum | |||||
Number of shares subject to forfeiture | 937,500 | 937,500 | |||
Over-allotment option | |||||
Number of shares subject to forfeiture | 593,085 | 593,085 | 937,500 | ||
Common Stock Shares Forfeited | 593,085 | 593,085 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Class A ordinary shares Common Stock | Class A ordinary shares | Class B ordinary shares Common Stock | Class B ordinary shares | Additional Paid-in Capital | Accumulated Deficit | Total | |
Balance at the beginning (in shares) at Feb. 09, 2021 | 0 | 0 | ||||||
Balance at the beginning at Feb. 09, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Remeasurement of ordinary shares subject to redemption, to redemption value | (19,394,784) | (26,269,091) | (45,663,875) | |||||
Issuance of Class B common stock to Sponsors | [1] | $ 719 | 24,281 | 25,000 | ||||
Issuance of Class B common stock to Sponsors (in shares) | [1] | 7,187,500 | ||||||
Record fair value of initial derivative liability - forward purchase agreement | (11,200) | (11,200) | ||||||
Excess of fair value of Founders Shares transferred to Anchor Investors over the aggregate purchase price | 19,381,703 | 19,381,703 | ||||||
Forfeiture of Class B ordinary shares | $ (59) | 59 | 59 | |||||
Forfeiture of Class B ordinary shares (in shares) | (593,085) | |||||||
Net income | $ 2,794,933 | $ 3,623,753 | 6,418,686 | 6,418,686 | ||||
Balance at the end at Dec. 31, 2021 | $ 0 | $ 660 | 0 | (19,850,346) | (19,849,686) | |||
Balance at the end (in shares) at Dec. 31, 2021 | 0 | 6,594,415 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Remeasurement of ordinary shares subject to redemption, to redemption value | (3,599,187) | (3,599,187) | ||||||
Net income | $ 10,619,748 | $ 2,654,937 | 13,274,685 | 13,274,685 | ||||
Balance at the end at Dec. 31, 2022 | $ 0 | $ 660 | $ 0 | $ (10,174,848) | $ (10,174,188) | |||
Balance at the end (in shares) at Dec. 31, 2022 | 0 | 6,594,415 | ||||||
[1] Includes up to 937,500 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). The underwriters partially exercised their over-allotment option on November 17, 2021, leaving 593,085 Class B ordinary shares subject to forfeiture. On December 12, 2021, the remaining over-allotment option expired and 593,085 Class B ordinary shares were forfeited (see Notes 3 and 6). |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (Parenthetical) - Common Class B [Member] - shares | Dec. 12, 2021 | Nov. 17, 2021 | Feb. 18, 2021 |
Number of shares subject to forfeiture | 593,085 | 593,085 | |
Over-Allotment Option [Member] | |||
Number of shares subject to forfeiture | 593,085 | 593,085 | 937,500 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income | $ 6,418,686 | $ 13,274,685 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Expensed offering costs | 2,089,260 | |
Gain (loss) on investments held in Trust Account | (2,900) | 2,900 |
Interest and dividend income on investments held in Trust Account | (3,699,187) | |
(Gain) loss on the change in fair value of derivative liability - forward purchase agreement | 426,600 | (119,065) |
Gain on the change in fair value of warrant liabilities | (9,378,431) | (11,239,468) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (613,736) | 387,642 |
Accounts payable | 89,077 | 8,842 |
Accrued expenses | 78,722 | 358,684 |
Accrued offering costs | (12,632) | |
Accrued expenses - related party | 65,000 | |
Net cash used in operating activities | (886,922) | (978,399) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | (263,776,600) | |
Net cash used in investing activities | (263,776,600) | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B ordinary shares to sponsor | 25,000 | |
Proceeds from issuance of promissory note to related party | 298,629 | |
Repayment of promissory note | (298,629) | |
Proceeds from initial public offering, net of underwriter's discount paid | 258,501,068 | |
Proceeds from sale of private placement warrants | 8,425,532 | |
Reimbursement of offering costs | 527,553 | |
Offering costs paid | (1,321,698) | |
Net cash provided by financing activities | 266,157,455 | |
Net Change in Cash | 1,493,933 | (978,399) |
Cash - Beginning of period | 0 | 1,493,933 |
Cash - End of period | 1,493,933 | 515,534 |
Non-cash investing and financing activities: | ||
Deferred underwriting fee payable | 9,232,181 | |
Initial classification of derivative liability - forward purchase agreement | 11,200 | |
Remeasurement of Class A ordinary shares to redemption amount | 45,663,875 | $ 3,599,187 |
Excess of fair value of Founders Shares transferred to Anchor Investors over the aggregate purchase price | 19,381,703 | |
Forfeiture of Class B ordinary shares | 59 | |
Accrued offering costs included in shares subject to possible redemption | $ 12,632 |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2022 | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Project Energy Reimagined Acquisition Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on February 10, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the year ended December 31, 2022 and for the period from February 10, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the preparation of its initial public offering (“Initial Public Offering”), as described below, and since the closing of the Initial Public Offering, the search for a target for the Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of dividend income, interest income or gains on investments on the cash and investments held in a trust account from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on October 28, 2021. On November 2, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,150,000 warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, in a private placement to Smilodon Capital, LLC (the “Sponsor”), generating gross proceeds of $8,150,000, which is discussed in Note 4. The Company had granted the underwriters in the Initial Public Offering a 45-day Simultaneously with the closing of the exercise of the over-allotment option, the Company consummated the sale of 275,532 warrants (the “Over-Allotment Warrants”) at a purchase price of $1.00 per warrant in a private placement to the Sponsor, generating gross proceeds of $275,532. Upon the closing of the Initial Public Offering and the sales of the Over-Allotment Units and Over-Allotment Warrants, an amount of $263,776,600 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering, the sale of the Private Placement Warrants, the sale of the Over-Allotment Units, and the sale of the Over-Allotment Warrants was placed in a trust account (the “Trust Account”) and invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of the initial Business Combination; (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period (as defined below); and (iii) absent an initial Business Combination within the Combination Period or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, the return of the funds held in the Trust Account to the holders of the Public Shares (the “Public Shareholders”) as part of the redemption of the Public Shares. If the Company is unable to complete the initial Business Combination, the Company’s Public Shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders, and the warrants will expire worthless. The Company will provide its Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a 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, in its sole discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Class A ordinary shares are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of such Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association as then in effect, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor and the Company’s management team have agreed to vote any Founder Shares (as defined in Note 5) held by them, and any Public Shares purchased by them in or after the Initial Public Offering in favor of approving a Business Combination. 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 of the initial Business Combination and the Company does not conduct redemptions in connection with the initial 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 in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering without the Company’s prior consent (the “Excess Shares”). However, the Company would not be restricting the shareholders’ ability to vote all of their shares (including Excess Shares) for or against the initial Business Combination. The shareholders’ inability to redeem the Excess Shares will reduce their influence over the ability to complete the initial Business Combination, and such shareholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions with respect to the Excess Shares if the Company completes the initial Business Combination. As a result, such shareholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their shares in open-market transactions, potentially at a loss. The Sponsor, Anchor Investors (as defined below in Note 5) and management team have agreed to (i) waive their redemption rights with respect to any Founder Shares and, solely with respect to the Sponsor and management team, Public Shares they hold in connection with the completion of an initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and, solely with respect to the Sponsor and management team, Public Shares they hold in connection with a shareholder vote to approve an amendment to the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete an initial Business Combination within the Combination Period (as defined below). However, if the Sponsor or Anchor Investors acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period (as defined below). The Anchor Investors are not required to (i) hold any Units, Class A ordinary shares or warrants they may purchase in the Initial Public Offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of the Business Combination or (iii) refrain from exercising their right to redeem their Public Shares at the time of the Business Combination. The Anchor Investors have the same rights to the funds held in the Trust Account with respect to the Class A ordinary shares. The Amended and Restated Memorandum and Articles of Association provides that the Company will have only 18 months from the closing of Initial Public Offering (or 21 months from the closing of the Initial Public Offering if the Company has executed a letter of intent, agreement in principle, or definitive agreement for an initial Business Combination within 18 months from the closing of the Initial Public Offering, but has not completed an initial Business Combination within such 18-month period) (the “Combination Period”) to complete an initial Business Combination. If the Company is unable to complete an initial Business Combination within the Combination Period or during any extension 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 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii) to the obligations under Cayman Islands law to provide for claims of creditors and the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete an initial Business Combination within the Combination Period. The underwriters have 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 order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the initial Business Combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, the Company may not be able to complete the initial Business Combination, and you would receive such lesser amount per share in connection with any redemption of the Public Shares. None of the officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Liquidity and Going Concern As of December 31, 2022, the Company had $515,534 in cash held outside of the Trust Account and a working capital surplus of $141,303. The cash held outside the Trust Account is not expected to be sufficient for the Company to operate for the next 12 months from the issuance of the financial statements. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. The Company has elected to implement the aforementioned exemptions. 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 financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 or December 31, 2021. Investments Held in Trust Account As of December 31, 2022 and December 31, 2021, the assets held in the Trust Account were held in money market funds which were invested in U.S. Treasury securities, and U.S. Treasury securities, respectively. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Any gain and loss resulting from the change in fair value of these securities is included in gain (loss) on investments held in Trust Account in the accompanying statements of operations. Interest and dividend income on these securities is included in interest and dividend income on investments held in Trust Account in the accompanying statements of operations. Class A Ordinary Shares Subject to Possible Redemption All of the 26,377,660 Class A ordinary shares sold as part of the Units in the Initial Public Offering and the partial exercise of the over-allotment option contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. The redemption value of the redeemable ordinary shares as of December 31, 2022 increased as the income earned on the Trust Account exceeds the Company’s expected dissolution expenses (up to $100,000). As such, the Company recorded an increase in the carrying amount of the redeemable ordinary shares of $3,599,187 as of December 31, 2022. As of December 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 263,776,600 Less: Proceeds allocated to Public Warrants (13,056,942) Issuance costs allocated to Class A ordinary shares (32,606,933) Plus: Remeasurement of carrying value to redemption value 45,663,875 Class A ordinary shares subject to possible redemption as of December 31, 2021 263,776,600 Plus: Remeasurement of carrying value to redemption value 3,599,187 Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 267,375,787 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering (“SAB Topic 5A”). Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $34,696,193 as a result of the Initial Public Offering (consisting of a $5,275,532 underwriting discount, $9,232,181 of deferred underwriting fees, $19,381,703 of Anchor Investor offering costs, $1,334,330 of other offering costs, partially offset by $527,553 in reimbursements of offering expenses by the underwriters). The Company recorded $32,606,933 of offering costs as a reduction of temporary equity in connection with the Public Shares. The Company immediately expensed $2,089,260 of offering costs in connection with the Public Warrants (as defined in Note 3) and the Private Placement Warrants that were classified as liabilities. Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Year Ended For the Period from February 10, 2021 December 31, 2022 (Inception) Through December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Net income $ 10,619,748 $ 2,654,937 $ 2,794,933 $ 3,623,753 Denominator: Basic and diluted weighted average shares outstanding 26,377,660 6,594,415 4,739,558 6,145,043 Basic and diluted net income per share $ 0.40 $ 0.40 $ 0.59 $ 0.59 The calculation of basic and diluted net income per share includes the option of issuing up to 937,500 Class B ordinary shares, which were subject to forfeiture if the underwriters did not fully or partially exercise their over-allotment option (as noted in Note 5). On November 17, 2021, the underwriters partially exercised the option, resulting in 593,085 Class B ordinary shares being subject to forfeiture. However, when the remaining over-allotment option expired on December 12, 2021, these shares were forfeited (as detailed in Notes 3 and 6). Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 9 for additional information on assets and liabilities measured at fair value. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, Derivatives and Hedging The Public Warrants and Private Placement Warrants are accounted for as a derivative instrument in accordance with ASC 815 and are presented as warrant liabilities on the balance sheet. The Public Warrants and Private Placement Warrants were measured at fair value at the Initial Public Offering and on a recurring basis, with subsequent changes in fair value to be recorded in the statement of operations. The forward purchase agreement is accounted for as a derivative instrument in accordance with ASC 815 and is presented as a derivative forward purchase agreement liability on the balance sheet. The Company shall issue and sell up to 2,000,000 forward purchase units at a purchase price of $10.00 per unit, for an aggregate purchase price of up to $20,000,000. The amounts actually sold shall be determined solely by the Company and is not obligated to issue or sell any forward purchase units. The forward purchase agreement was measured at fair value at the Initial Public Offering and on a recurring basis, with subsequent changes in fair value to be recorded in the statement of operations. See Note 5 for additional information on the forward purchase agreement. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2022 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on October 28, 2021. On November 2, 2021, the Company completed its Initial Public Offering of 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000. Each Unit consists of one Class A ordinary share and one |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2022 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,150,000 warrants at a price of $1.00 per Private Placement Warrant , generating gross proceeds of $8,150,000. Simultaneously with the closing of the exercise of the over-allotment option, the Company consummated the sale of 275,532 Over-Allotment Warrants at a purchase price of $1.00 per warrant in a private placement to the Sponsor, generating gross proceeds of $275,532, for an aggregate total of $8,425,532 in gross proceeds from the sale of the Private Placement Warrants and Over-Allotment Warrants. Each Private Placement Warrant and Over-Allotment Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants and Over-Allotment Warrants were added to the net proceeds from the Initial Public Offering and the Over-Allotment Units held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants and Over-Allotment Warrants that are included in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants and Over-Allotment Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 18, 2021, the Sponsor was issued 8,625,000 Class B ordinary shares (the “Founder Shares”) for an aggregate of $25,000 paid to cover certain expenses on behalf of the Company. In June 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender. The Founder Shares included an aggregate of up to 937,500 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor and its permitted transferees would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On November 17, 2021, with the partial exercise of the underwriters’ over-allotment option, 344,415, Class B ordinary shares were no longer subject to forfeiture, leaving 593,085 Class B ordinary shares subject to forfeiture. On December 12, 2021 the remaining over-allotment option expired and the 593,085 Class B ordinary shares were forfeited. The Sponsor and the Additional Anchor Investors (as defined below) have each agreed with the Company that, subject to certain limited exceptions, the Founder Shares are not transferable, assignable or salable (except to the officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share 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, and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. A total of eleven Anchor Investors (the “Anchor Investors,” representing both the Original Anchor Investors and the Additional Anchor Investors, as such terms are defined below) purchased Units in the Initial Public Offering at the offering price of $10.00 per Unit. Pursuant to such Units, the Anchor Investors have not been granted any shareholder or other rights in addition to those afforded to the Company’s other Public Shareholders. Three Anchor Investors (the “Original Anchor Investors”) entered into separate subscription agreements in March and July 2021 with the Sponsor for direct interests in the Founder Shares held by the Sponsor. The Original Anchor Investors purchased interests representing 1,379,850 Founder Shares at a purchase price of $0.004 per share or $5,519 in the aggregate. The other eight Anchor Investors (the “Additional Anchor Investors”) entered into separate subscription agreements in September 2021 with the Sponsor for the purchase of Founder Shares from the Sponsor. The Additional Anchor Investors purchased 1,171,717 Founder Shares at a purchase price of $0.004 per share or $4,687 in the aggregate. The Anchor Investors have not been granted any shareholder or other rights in addition to those afforded to the Company’s other Public Shareholders. Further, the Anchor Investors are not required to (i) hold any Units, Class A ordinary shares or warrants they may purchase in the Initial Public Offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of the Business Combination or (iii) refrain from exercising their right to redeem their Public Shares at the time of the Business Combination. The Anchor Investors have the same rights to the funds held in the Trust Account with respect to the Class A ordinary shares underlying the Units they purchased in the Initial Public Offering as the rights afforded to the Company’s other Public Shareholders. The Company estimated the fair value of the Founder Shares attributable to the Anchor Investors to be $19,391,909 or $7.60 per share. The excess of the fair value of the Founder Shares sold over the aggregate purchase price of $10,206 (or $0.004 per share) was determined to be an offering cost in accordance with SAB Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities were expensed immediately in the statement of operations. Offering costs allocated to the Public Shares were charged to shareholders’ equity upon the completion of the Initial Public Offering. Forward Purchase Agreement In September 2021, the Company amended and restated the forward purchase agreement pursuant to which EWI Capital SPAC I LLC , an affiliate of the Company’s Chief Executive Officer and a member of the Sponsor (“EWI” or the “forward purchase investor”) has subscribed to purchase from the Company 2,000,000 units (the “forward purchase units”), with each unit consisting of one Class A ordinary share, par value of $0.0001 per share, (the “forward purchase shares”) and one-half of one redeemable warrant (the “forward purchase warrants”), for $10.00 per unit, or $20,000,000, in a private placement to close substantially concurrently with the closing of a Business Combination. The terms of the forward purchase units will be identical to the terms of the Units being offered in the Initial Public Offering, except that the forward purchase securities will have certain registration rights as described below and the forward purchase warrants will be the same as the Private Placement Warrants. The Company will determine in its sole discretion the specific number of forward purchase units (up to 2,000,000) that it will sell to the forward purchase investor, if any, and the obligation of the forward purchase investor to purchase the forward purchase units is subject to the approval of the forward purchase investor’s manager following notice to the forward purchase investor that the Company intends to enter into an agreement for a Business Combination. The forward purchase agreement also provides that the forward purchase investor is entitled to registration rights with respect to the forward purchase securities. The proceeds from the sale of the forward purchase units may be used as part of the consideration to the sellers in an initial Business Combination, expenses in connection with an initial Business Combination or for working capital in the post-Business Combination company. These purchases are required to be made regardless of whether any Class A ordinary shares are redeemed by the Public Shareholders and are intended to provide the Company with a minimum funding level for an initial Business Combination. The forward purchase units will be issued only in connection with the closing of an initial Business Combination. The Company accounts for the forward purchase agreement in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the forward purchase agreement does not meet the criteria for equity treatment thereunder, the agreement must be recorded as a liability. Accordingly, the Company classifies the forward purchase agreement as an asset or liability at its fair value. This asset or liability is subject to re-measurement at each balance sheet date. With each such remeasurement, the asset or liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Promissory Note — Related Party On February 12, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing and was payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering. On November 3, 2021, the Company repaid the outstanding balance under the Promissory Note. The Promissory Note is no longer available to the Company. Administrative Support Agreement On October 28, 2021, in connection with the Initial Public Offering, the Company entered into an agreement with EWI Capital SPAC I LLC, an entity owned by an affiliate of the Sponsor, to pay a total of $30,000 per month for office space, secretarial and administrative services. Upon the completion of an initial Business Combination or liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2022 and for the period from February 10, 2021 (inception) through December 31, 2021, the Company incurred $360,000 and $60,000 of expenses under this agreement , respectively. For the year ended December 31, 2022 and December 31, 2021, the Company paid $295,000 and $60,000 of expenses under this agreement, respectively. As of December 31, 2022 and December 31, 2021, $65,000 and $0 remain unpaid and are recorded in Accrued expenses - related party, respectively. Related Party Loans 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 would repay the Working Capital Loans out of the proceeds held in the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, 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, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. There were no Working Capital Loans outstanding as of December 31, 2022 or December 31, 2021. |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights The holders of the Founder Shares, Private Placement Warrants, Over-Allotment Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants, the Over-Allotment Warrants and warrants issued upon conversion of the Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date 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 register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Pursuant to the forward purchase agreement with EWI, the Company has agreed that the forward purchase securities will be entitled to registration rights pursuant to the registration rights agreement. Underwriting Agreement In connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the Initial Public Offering to purchase up to 3,750,000 additional Units to cover over-allotments. On November 12, 2021, the underwriters partially exercised the over-allotment option and on November 17, 2021 purchased an additional 1,377,660 Units at an offering price of $10.00 per Unit, generating additional gross proceeds of $13,776,600 to the Company. In connection with the closing of the Initial Public Offering and subsequent exercise of the over-allotment option, the underwriters were paid a cash underwriting discount of $0.20 per Unit, or $5,275,532 in the aggregate. In addition, $0.35 per Unit, or $9,232,181 is payable to the underwriters for deferred underwriting commission. The deferred fee is 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. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2022 | |
WARRANTS | |
WARRANTS | NOTE 7. WARRANTS As of December 31, 2022 and December 31, 2021, there were 13,188,830 Public Warrants and 8,425,532 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless holders purchase at least two Units, they will not be able to receive or trade a whole warrant. The warrants will expire five years after the date on which they first become exercisable, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the satisfying the obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at the option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants the price Class A ordinary share equals or exceeds $18.00 . ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption (the “ 30 -day redemption period”) to each warrant holder; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period or the Company has elected to permit exercise on a “cashless” basis. If and when the warrants become redeemable by the Company, the Company may exercise the redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price Class A ordinary share equals or exceeds $10.00 .— ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A ordinary shares except as otherwise described below; ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within the 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the Class A ordinary shares for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like), the Private Placement Warrants and the forward purchase warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume-weighted average price of the Class A ordinary shares during the 10 trading days ending on the third trading day immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. The Company will provide our warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities, excluding forward purchase units, for capital raising purposes in connection with the closing of the initial Business Combination (excluding any forward purchase units) at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or their affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance, or the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination, or, such price, the Market Value, is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. The Company accounts for the 13,188,830 Public Warrants and 8,425,532 Private Placement Warrants, issued pursuant with the Initial Public Offering and exercise of the over-allotment option, in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2022 | |
SHAREHOLDERS' DEFICIT | |
SHAREHOLDERS' DEFICIT | NOTE 8. SHAREHOLDERS’ DEFICIT Preference shares Class A ordinary shares Class B ordinary shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. 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 Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share divisions, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, 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 total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including 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 or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Amount at Description Fair Value Level 1 Level 2 Level 3 December 31, 2022 Assets Investments held in Trust Account: Money market funds $ 267,475,787 $ 267,475,787 $ — $ — Liabilities Derivative liability - forward purchase agreement $ 318,735 $ — $ — $ 318,735 Warrant liability – Public Warrants $ 527,553 $ 527,553 $ — $ — Warrant liability – Private Placement Warrants 337,022 — 337,022 — Warrant Liabilities $ 864,575 $ 527,553 $ 337,022 $ — December 31, 2021 Assets Investments held in Trust Account: U.S. Treasury Securities $ 263,773,700 $ 263,773,700 $ — $ — Liabilities Derivative liability - forward purchase agreement $ 437,800 $ — $ — $ 437,800 Warrant liability – Public Warrants $ 7,385,745 $ 7,385,745 $ — $ — Warrant liability – Private Placement Warrants $ 4,718,298 $ — $ — $ 4,718,298 Warrant Liabilities $ 12,104,043 $ 7,385,745 $ — $ 4,718,298 The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of December 31, 2022 and December 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker PEGRW. The quoted price of the Public Warrants was $0.04 and $0.56 per warrant as of December 31, 2022 and December 31, 2021, respectively. The Company utilized a Black-Scholes model for the initial valuation of the Private Placement Warrants and the subsequent measurement of the Private Placement Warrants as of December 31, 2021. Inherent in pricing models are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield, which are considered Level 3 inputs. The Company estimates the volatility of its ordinary shares based on a back-solve lattice model which adjusts the trading price of the Public Warrants for the estimated probability of completing the initial Business Combination. However, since the back-solve lattice model did not produce a meaningful volatility for the Private Placement Warrants as of December 31, 2022, the fair value of the Private Placement Warrants were set equal to the fair value of the Public Warrants. The fair value of the Private Placement Warrants was $0.04 and $0.56 per warrant as of December 31, 2022 and 2021, respectively. The model used to estimate the fair value of the derivative liability for the forward purchase agreement is based on the assumption that the Forward Purchase Securities are equivalent to the Company’s Units and determined, on a per unit basis, as the price of the Company’s Units less the present value of the contractually stipulated forward price of $10.00. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants in the table above transferred from a Level 3 measurement to a Level 1 fair value measurement in December 2021 when the Public Warrants were separately listed and traded. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement as of December 31, 2022 due to the use of an observable market quote for a similar asset in an active market. The following table provides the significant inputs for the initial fair value of the Public Warrants: At November 2, 2021 (Initial Measurement) Stock price $ 10.00 Exercise price $ 11.50 Dividend yield — % Expected term (in years) 6.00 Volatility 16.3 % Risk-free rate 0.93 % Fair value $ 0.99 The following table provides the significant inputs for the At November 2, At December 31, 2021 (Initial 2021 Measurement) Stock price $ 9.90 $ 10.00 Exercise price $ 11.50 $ 11.50 Dividend yield — % — % Expected term (in years) 6.00 6.00 Volatility 8.7 % 16.3 % Risk-free rate 1.35 % 0.93 % Fair value $ 0.56 $ 1.00 The following table provides the significant inputs to the model for the fair value of the forward purchase agreement: At December 31, At December 31, 2022 2021 Fair value of unit $ 10.01 $ 10.18 Unit forward price $ 10.00 $ 10.00 Time to Business Combination (in years) 0.34 1.00 Risk-free rate 4.54 % 0.39 % Discount factor 98.50 % 99.60 % Fair value - derivative liability $ 0.159 $ 0.219 The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Fair value as of February 10, 2021 (inception) $ — Initial measurement of Public Warrants, Private Placement Warrants, and forward purchase agreement as of November 2, 2021 20,536,200 Initial measurement of Public Warrants and Private Placement Warrants upon exercise of over-allotment on November 17, 2021 957,474 Change in fair value (8,951,831) Transfer of Public Warrants to Level 1 measurement (7,385,745) Fair value as of December 31, 2021 5,156,098 Change in fair value (4,500,341) Transfer of Private Placement Warrants to Level 2 measurement (337,022) Fair value as of December 31, 2022 $ 318,735 The Company recognized gains in connection with changes in the fair value of warrant liabilities of $11,239,468 and $9,378,431 in the statement of operations for the year ended December 31, 2022 and for the period from February 10, 2021 (inception) through December 31, 2021, respectively. The Company recognized a gain in connection with changes in the fair value of derivative liability - forward purchase agreement of $119,065 in the statement of operations for the year ended December 31, 2022. The Company recognized a loss in connection with changes in the fair value of derivative liability - forward purchase agreement of $426,600 in the statement of operations for the period from February 10, 2021 (inception) through December 31, 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. The Company has elected to implement the aforementioned exemptions. 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 financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 or December 31, 2021. |
Investments Held in Trust Account | Investments Held in Trust Account As of December 31, 2022 and December 31, 2021, the assets held in the Trust Account were held in money market funds which were invested in U.S. Treasury securities, and U.S. Treasury securities, respectively. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Any gain and loss resulting from the change in fair value of these securities is included in gain (loss) on investments held in Trust Account in the accompanying statements of operations. Interest and dividend income on these securities is included in interest and dividend income on investments held in Trust Account in the accompanying statements of operations. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption All of the 26,377,660 Class A ordinary shares sold as part of the Units in the Initial Public Offering and the partial exercise of the over-allotment option contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. The redemption value of the redeemable ordinary shares as of December 31, 2022 increased as the income earned on the Trust Account exceeds the Company’s expected dissolution expenses (up to $100,000). As such, the Company recorded an increase in the carrying amount of the redeemable ordinary shares of $3,599,187 as of December 31, 2022. As of December 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 263,776,600 Less: Proceeds allocated to Public Warrants (13,056,942) Issuance costs allocated to Class A ordinary shares (32,606,933) Plus: Remeasurement of carrying value to redemption value 45,663,875 Class A ordinary shares subject to possible redemption as of December 31, 2021 263,776,600 Plus: Remeasurement of carrying value to redemption value 3,599,187 Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 267,375,787 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering (“SAB Topic 5A”). Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $34,696,193 as a result of the Initial Public Offering (consisting of a $5,275,532 underwriting discount, $9,232,181 of deferred underwriting fees, $19,381,703 of Anchor Investor offering costs, $1,334,330 of other offering costs, partially offset by $527,553 in reimbursements of offering expenses by the underwriters). The Company recorded $32,606,933 of offering costs as a reduction of temporary equity in connection with the Public Shares. The Company immediately expensed $2,089,260 of offering costs in connection with the Public Warrants (as defined in Note 3) and the Private Placement Warrants that were classified as liabilities. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. |
Net Income Per Ordinary Share | Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Year Ended For the Period from February 10, 2021 December 31, 2022 (Inception) Through December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Net income $ 10,619,748 $ 2,654,937 $ 2,794,933 $ 3,623,753 Denominator: Basic and diluted weighted average shares outstanding 26,377,660 6,594,415 4,739,558 6,145,043 Basic and diluted net income per share $ 0.40 $ 0.40 $ 0.59 $ 0.59 The calculation of basic and diluted net income per share includes the option of issuing up to 937,500 Class B ordinary shares, which were subject to forfeiture if the underwriters did not fully or partially exercise their over-allotment option (as noted in Note 5). On November 17, 2021, the underwriters partially exercised the option, resulting in 593,085 Class B ordinary shares being subject to forfeiture. However, when the remaining over-allotment option expired on December 12, 2021, these shares were forfeited (as detailed in Notes 3 and 6). |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 9 for additional information on assets and liabilities measured at fair value. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, Derivatives and Hedging The Public Warrants and Private Placement Warrants are accounted for as a derivative instrument in accordance with ASC 815 and are presented as warrant liabilities on the balance sheet. The Public Warrants and Private Placement Warrants were measured at fair value at the Initial Public Offering and on a recurring basis, with subsequent changes in fair value to be recorded in the statement of operations. The forward purchase agreement is accounted for as a derivative instrument in accordance with ASC 815 and is presented as a derivative forward purchase agreement liability on the balance sheet. The Company shall issue and sell up to 2,000,000 forward purchase units at a purchase price of $10.00 per unit, for an aggregate purchase price of up to $20,000,000. The amounts actually sold shall be determined solely by the Company and is not obligated to issue or sell any forward purchase units. The forward purchase agreement was measured at fair value at the Initial Public Offering and on a recurring basis, with subsequent changes in fair value to be recorded in the statement of operations. See Note 5 for additional information on the forward purchase agreement. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of class A ordinary shares subject to possible redemption | Gross proceeds $ 263,776,600 Less: Proceeds allocated to Public Warrants (13,056,942) Issuance costs allocated to Class A ordinary shares (32,606,933) Plus: Remeasurement of carrying value to redemption value 45,663,875 Class A ordinary shares subject to possible redemption as of December 31, 2021 263,776,600 Plus: Remeasurement of carrying value to redemption value 3,599,187 Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 267,375,787 |
Schedule of calculation of basic and diluted net income per ordinary share | The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Year Ended For the Period from February 10, 2021 December 31, 2022 (Inception) Through December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Net income $ 10,619,748 $ 2,654,937 $ 2,794,933 $ 3,623,753 Denominator: Basic and diluted weighted average shares outstanding 26,377,660 6,594,415 4,739,558 6,145,043 Basic and diluted net income per share $ 0.40 $ 0.40 $ 0.59 $ 0.59 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques | |
Schedule of company's assets and liabilities that are measured at fair value on a recurring basis | Amount at Description Fair Value Level 1 Level 2 Level 3 December 31, 2022 Assets Investments held in Trust Account: Money market funds $ 267,475,787 $ 267,475,787 $ — $ — Liabilities Derivative liability - forward purchase agreement $ 318,735 $ — $ — $ 318,735 Warrant liability – Public Warrants $ 527,553 $ 527,553 $ — $ — Warrant liability – Private Placement Warrants 337,022 — 337,022 — Warrant Liabilities $ 864,575 $ 527,553 $ 337,022 $ — December 31, 2021 Assets Investments held in Trust Account: U.S. Treasury Securities $ 263,773,700 $ 263,773,700 $ — $ — Liabilities Derivative liability - forward purchase agreement $ 437,800 $ — $ — $ 437,800 Warrant liability – Public Warrants $ 7,385,745 $ 7,385,745 $ — $ — Warrant liability – Private Placement Warrants $ 4,718,298 $ — $ — $ 4,718,298 Warrant Liabilities $ 12,104,043 $ 7,385,745 $ — $ 4,718,298 |
Schedule of the changes in the fair value of the Company's Level 3 financial instruments that are measured at fair value on a recurring basis | Fair value as of February 10, 2021 (inception) $ — Initial measurement of Public Warrants, Private Placement Warrants, and forward purchase agreement as of November 2, 2021 20,536,200 Initial measurement of Public Warrants and Private Placement Warrants upon exercise of over-allotment on November 17, 2021 957,474 Change in fair value (8,951,831) Transfer of Public Warrants to Level 1 measurement (7,385,745) Fair value as of December 31, 2021 5,156,098 Change in fair value (4,500,341) Transfer of Private Placement Warrants to Level 2 measurement (337,022) Fair value as of December 31, 2022 $ 318,735 |
Public Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques | |
Schedule of significant inputs for the initial fair value of the Public Warrants | At November 2, 2021 (Initial Measurement) Stock price $ 10.00 Exercise price $ 11.50 Dividend yield — % Expected term (in years) 6.00 Volatility 16.3 % Risk-free rate 0.93 % Fair value $ 0.99 |
Private Placement Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques | |
Schedule of significant inputs for the initial fair value of the Public Warrants | At November 2, At December 31, 2021 (Initial 2021 Measurement) Stock price $ 9.90 $ 10.00 Exercise price $ 11.50 $ 11.50 Dividend yield — % — % Expected term (in years) 6.00 6.00 Volatility 8.7 % 16.3 % Risk-free rate 1.35 % 0.93 % Fair value $ 0.56 $ 1.00 |
Forward Purchase Agreement [Member] | |
Fair Value Measurement Inputs and Valuation Techniques | |
Schedule of significant inputs for the initial fair value of the Public Warrants | At December 31, At December 31, 2022 2021 Fair value of unit $ 10.01 $ 10.18 Unit forward price $ 10.00 $ 10.00 Time to Business Combination (in years) 0.34 1.00 Risk-free rate 4.54 % 0.39 % Discount factor 98.50 % 99.60 % Fair value - derivative liability $ 0.159 $ 0.219 |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details) - USD ($) | 11 Months Ended | 12 Months Ended | ||
Nov. 17, 2021 | Nov. 02, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Proceeds from issuance initial public offering | $ 258,501,068 | |||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100% | |||
Condition for future business combination threshold net tangible assets | $ 5,000,001 | |||
Maximum net interest to pay dissolution expenses | 100,000 | |||
Cash held outside the trust account | $ 1,493,933 | 515,534 | ||
Working capital | $ 141,303 | |||
Initial Public Offering | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Sale of units, net of underwriting discounts (in shares) | 25,000,000 | 3,750,000 | ||
Price per share | $ 10 | $ 10 | ||
Proceeds from issuance initial public offering | $ 250,000,000 | |||
Threshold period for option to purchase additional Units to cover over-allotments | 45 days | |||
Amount placed in trust account | $ 263,776,600 | |||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100% | |||
Redemption limit percentage without prior consent | 15 | |||
Over-allotment option | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Sale of units, net of underwriting discounts (in shares) | 1,377,660 | |||
Proceeds from issuance initial public offering | $ 263,776,600 | |||
Threshold period for option to purchase additional Units to cover over-allotments | 45 days | |||
Maximum number of units to be issued | 3,750,000 | |||
Gross proceeds | $ 13,776,600 | |||
Over-allotment option | Private Placement Warrants [Member] | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Proceeds from sale of private placement warrants | $ 8,425,532 | |||
Over-allotment option | Over-Allotment Warrants | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Sale of private placement warrants (in shares) | 275,532 | |||
Price of warrant | $ 1 | |||
Proceeds from sale of private placement warrants | $ 275,532 | |||
Sponsor | Initial Public Offering | Private Placement Warrants [Member] | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Sale of private placement warrants (in shares) | 8,150,000 | |||
Price of warrant | $ 1 | |||
Proceeds from sale of private placement warrants | $ 8,150,000 | |||
Sponsor | Over-allotment option | Private Placement Warrants [Member] | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Sale of private placement warrants (in shares) | 275,532 | |||
Price of warrant | $ 1 | |||
Proceeds from sale of private placement warrants | $ 275,532 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Dec. 12, 2021 | Nov. 17, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 18, 2021 | |
Cash equivalents | $ 0 | $ 0 | ||||
Unrecognized tax benefits | 0 | |||||
Unrecognized tax benefits accrued for interest and penalties | 0 | |||||
Offering costs | 34,696,193 | |||||
Underwriting discount | 5,275,532 | |||||
Deferred underwriting fees | 9,232,181 | |||||
Offering costs related to anchor investors | 19,381,703 | |||||
Other offering costs | 1,334,330 | |||||
Reimbursement of offering costs | 527,553 | |||||
Offering costs as a reduction of temporary equity | 32,606,933 | |||||
Offering costs related to public warrants | $ 2,089,260 | |||||
Forward purchase agreement | ||||||
Share Price | $ 10 | |||||
Gross proceeds | $ 20,000,000 | |||||
Over-allotment option | ||||||
Number of units sold | 1,377,660 | |||||
Share Price | $ 10 | |||||
Gross proceeds | $ 13,776,600 | |||||
Class B ordinary shares | ||||||
Number of shares subject to forfeiture | 593,085 | 593,085 | ||||
Class B ordinary shares | Over-allotment option | ||||||
Number of shares subject to forfeiture | 593,085 | 593,085 | 937,500 | |||
Common Stock Shares Forfeited | 593,085 | 593,085 | ||||
Forward Purchase Units | Forward purchase agreement | ||||||
Number of units sold | 2,000,000 | |||||
Share Price | $ 0.0001 | $ 10 | ||||
Forward Purchase Units | Maximum | Forward purchase agreement | ||||||
Number of units sold | 2,000,000 | |||||
Gross proceeds | $ 20,000,000 | |||||
Sponsor | Class B ordinary shares | ||||||
Number of shares subject to forfeiture | 937,500 | |||||
Sponsor | Class B ordinary shares | Maximum | ||||||
Number of shares subject to forfeiture | 937,500 | 937,500 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A ordinary shares reflected in the condensed balance sheet (Details) - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity | |||
Gross proceeds | $ 263,776,600 | ||
Proceeds allocated to Public Warrants | (13,056,942) | ||
Accretion of carrying value to redemption value | $ 3,599,187 | 45,663,875 | |
Maximum expected dissolution expenses | 100,000 | ||
Accretion of carrying value to redemption value | $ 45,663,875 | $ 3,599,187 | |
Class A ordinary shares | |||
Temporary Equity | |||
Issuance costs allocated to Class A ordinary shares | $ (32,606,933) | ||
Class A common stock subject to possible redemption, issued (in shares) | 26,377,660 | 26,377,660 | 26,377,660 |
Class A ordinary shares subject to possible redemption | |||
Temporary Equity | |||
Class A ordinary shares subject to possible redemption | $ 263,776,600 | $ 267,375,787 | $ 263,776,600 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basic and diluted net income per ordinary share (Details) - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | ||
Number of shares excluded from the calculation of diluted income per share | 21,614,362 | ||
Numerator: | |||
Net income | $ 6,418,686 | $ 13,274,685 | |
Class A ordinary shares | |||
Numerator: | |||
Net income | $ 2,794,933 | $ 10,619,748 | |
Denominator: | |||
Weighted average shares outstanding, basic | 4,739,558 | 26,377,660 | |
Weighted average shares outstanding, diluted | 4,739,558 | 26,377,660 | |
Basic net income per share | $ 0.59 | $ 0.40 | |
Diluted net income per share | $ 0.59 | $ 0.40 | |
Class B ordinary shares | |||
Numerator: | |||
Net income | $ 3,623,753 | $ 2,654,937 | |
Denominator: | |||
Weighted average shares outstanding, basic | [1] | 6,145,043 | 6,594,415 |
Weighted average shares outstanding, diluted | 6,145,043 | 6,594,415 | |
Basic net income per share | $ 0.59 | $ 0.40 | |
Diluted net income per share | $ 0.59 | $ 0.40 | |
[1] For the period from February 10, 2021 through December 31, 2021, the weighted average shares outstanding includes up to 937,500 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). The underwriters partially exercised their over-allotment option on November 17, 2021, leaving 593,085 Class B ordinary shares subject to forfeiture. On December 12, 2021, the remaining over-allotment option expired and 593,085 Class B ordinary shares were forfeited (see Notes 3 and 6). |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | 11 Months Ended | 12 Months Ended | ||
Nov. 17, 2021 | Nov. 02, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
INITIAL PUBLIC OFFERING | ||||
Proceeds from issuance initial public offering | $ 258,501,068 | |||
Initial Public Offering | ||||
INITIAL PUBLIC OFFERING | ||||
Number of units sold | 25,000,000 | 3,750,000 | ||
Price per share | $ 10 | $ 10 | ||
Proceeds from issuance initial public offering | $ 250,000,000 | |||
Initial Public Offering | Public warrants | ||||
INITIAL PUBLIC OFFERING | ||||
Number of units sold | 25,000,000 | |||
Price per share | $ 10 | |||
Proceeds from issuance of shares | $ 250,000,000 | |||
Initial Public Offering | Class A ordinary shares | ||||
INITIAL PUBLIC OFFERING | ||||
Number of shares issuable per warrant | 1 | |||
Exercise price of warrants | $ 11.50 | |||
Initial Public Offering | Class A ordinary shares | Public warrants | ||||
INITIAL PUBLIC OFFERING | ||||
Number of shares in a unit | 1 | |||
Number of warrants in a unit | 0.5 | |||
Over-allotment option | ||||
INITIAL PUBLIC OFFERING | ||||
Number of units sold | 1,377,660 | |||
Proceeds from issuance of shares | $ 13,776,600 | |||
Proceeds from issuance initial public offering | $ 263,776,600 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - Private placement warrants | Nov. 02, 2021 USD ($) $ / shares shares |
Over-allotment option | |
PRIVATE PLACEMENT | |
Proceeds from sale of private placement warrants | $ | $ 8,425,532 |
Over-allotment option | Sponsor | |
PRIVATE PLACEMENT | |
Number of warrants to purchase shares issued | shares | 275,532 |
Price of warrants | $ / shares | $ 1 |
Proceeds from sale of private placement warrants | $ | $ 275,532 |
Number of shares per warrant | shares | 1 |
Warrant price | $ / shares | $ 11.50 |
Initial Public Offering | Sponsor | |
PRIVATE PLACEMENT | |
Number of warrants to purchase shares issued | shares | 8,150,000 |
Price of warrants | $ / shares | $ 1 |
Proceeds from sale of private placement warrants | $ | $ 8,150,000 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | 11 Months Ended | 12 Months Ended | |||||
Feb. 18, 2021 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) item D $ / shares shares | Dec. 12, 2021 shares | Nov. 17, 2021 $ / shares shares | Jun. 30, 2021 shares | ||
RELATED PARTY TRANSACTIONS | |||||||
Aggregate purchase price | $ | [1] | $ 25,000 | |||||
Anchor Investors | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Number of anchor investors | item | 11 | ||||||
Original Anchor Investors | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Number of anchor investors | item | 3 | ||||||
Additional Anchor Investors | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Number of anchor investors | item | 8 | ||||||
Over-allotment option | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Offering price per unit | $ / shares | $ 10 | ||||||
Initial Public Offering | Anchor Investors | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Offering price per unit | $ / shares | $ 10 | ||||||
Class B ordinary shares | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Number of shares subject to forfeiture | 593,085 | 593,085 | |||||
Class B ordinary shares | Anchor Investors | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Fair value of shares | $ | $ 19,391,909 | ||||||
Fair value per share | $ / shares | $ 7.60 | ||||||
Excess fair value over aggregate purchase price | $ | $ 10,206 | ||||||
Excess fair value over aggregate purchase price per share | $ / shares | $ 0.004 | ||||||
Class B ordinary shares | Original Anchor Investors | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Offering price per unit | $ / shares | $ 0.004 | ||||||
Number of shares issued | 1,379,850 | ||||||
Aggregate purchase price | $ | $ 5,519 | ||||||
Class B ordinary shares | Additional Anchor Investors | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Offering price per unit | $ / shares | $ 0.004 | ||||||
Number of shares issued | 1,171,717 | ||||||
Aggregate purchase price | $ | $ 4,687 | ||||||
Class B ordinary shares | Over-allotment option | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Number of shares subject to forfeiture | 937,500 | 593,085 | 593,085 | ||||
Maximum ordinary shares subject to forfeiture | 344,415 | ||||||
Sponsor | Class B ordinary shares | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Consideration received, shares | 8,625,000 | ||||||
Consideration received | $ | $ 25,000 | ||||||
Number of shares surrender | 1,437,500 | ||||||
Aggregate number of shares owned | 7,187,500 | ||||||
Number of shares subject to forfeiture | 937,500 | ||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | ||||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||||
[1] Includes up to 937,500 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). The underwriters partially exercised their over-allotment option on November 17, 2021, leaving 593,085 Class B ordinary shares subject to forfeiture. On December 12, 2021, the remaining over-allotment option expired and 593,085 Class B ordinary shares were forfeited (see Notes 3 and 6). |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |||
Oct. 28, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 12, 2021 | |
RELATED PARTY TRANSACTIONS | ||||||
Amount remain unpaid | $ 65,000 | |||||
Forward purchase agreement | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Offering price per unit | $ 10 | |||||
Number of warrants in a unit | 1 | |||||
Proceeds from issuance of units | $ 20,000,000 | |||||
Maximum number of units to be sold | 2,000,000 | |||||
Forward purchase agreement | Forward Purchase Units | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Number of units sold | 2,000,000 | |||||
Number of shares in a unit | 1 | |||||
Offering price per unit | $ 0.0001 | $ 10 | ||||
Promissory Note with Related Party | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||||
Administrative Support Agreement | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Expenses per month | $ 30,000 | |||||
Expenses incurred | $ 60,000 | $ 360,000 | ||||
Amount paid | 295,000 | $ 60,000 | ||||
Amount remain unpaid | 0 | 65,000 | 0 | |||
Related Party Loans | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Loan conversion agreement warrant | $ 1,500,000 | |||||
Related Party Loans | Working capital loans warrant | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Price of warrant | $ 1 | |||||
Working Capital Loans | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Borrowings outstanding | $ 0 | $ 0 | $ 0 |
COMMITMENTS (Details)
COMMITMENTS (Details) | 12 Months Ended | ||
Nov. 17, 2021 USD ($) $ / shares shares | Nov. 02, 2021 shares | Dec. 31, 2022 USD ($) item $ / shares shares | |
COMMITMENTS | |||
Maximum number of demands for registration of securities | item | 3 | ||
Underwriting discount per share | $ / shares | $ 0.20 | ||
Underwriting discount | $ | $ 5,275,532 | ||
Additional fee per share | $ / shares | $ 0.35 | ||
Additional fee | $ | $ 9,232,181 | ||
Initial Public Offering | |||
COMMITMENTS | |||
Underwriting option period | 45 days | ||
Sale of units, net of underwriting discounts (in shares) | shares | 25,000,000 | 3,750,000 | |
Over-allotment option | |||
COMMITMENTS | |||
Underwriting option period | 45 days | ||
Sale of units, net of underwriting discounts (in shares) | shares | 1,377,660 | ||
Share price | $ / shares | $ 10 | ||
Proceeds from issuance of shares | $ | $ 13,776,600 |
WARRANTS (Details)
WARRANTS (Details) | 12 Months Ended | |
Dec. 31, 2022 D $ / shares shares | Dec. 31, 2021 shares | |
WARRANTS | ||
Maximum period after business combination in which to file registration statement | 15 days | |
Redemption of Warrant Price Per Share Equals or Exceeds18.00 | ||
WARRANTS | ||
Warrant redemption condition minimum share price | $ 18 | |
Redemption period | 30 days | |
Redemption of Warrant Price Per Share Equals or Exceeds10.00 | ||
WARRANTS | ||
Warrant redemption condition minimum share price | $ 10 | |
Warrants | ||
WARRANTS | ||
Period of time within which registration statement is expected to become effective | 60 days | |
Public warrants | ||
WARRANTS | ||
Warrants outstanding | shares | 13,188,830 | |
Public warrants expiration term | 5 years | |
Fair market value per share | $ 0.361 | |
Issue price per share | $ 9.20 | |
Percentage of total equity related to new issuances which would trigger an adjustment in the exercise price of the warrant | 60% | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115% | |
Public warrants | Class A ordinary shares | ||
WARRANTS | ||
Trading days determining volume weighted average price | 10 days | |
Issue price per share | $ 10 | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180% | |
Public warrants | Redemption of Warrant Price Per Share Equals or Exceeds18.00 | ||
WARRANTS | ||
Warrant redemption condition minimum share price | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Public warrants | Redemption of Warrant Price Per Share Equals or Exceeds18.00 | Class A ordinary shares | ||
WARRANTS | ||
Warrant redemption condition minimum share price | $ 18 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold business days before sending notice of redemption to warrant holders | 30 days | |
Threshold consecutive trading days for redemption of public warrants | D | 30 | |
Threshold trading days for redemption of public warrants | 20 days | |
Public warrants | Redemption of Warrant Price Per Share Equals or Exceeds10.00 | ||
WARRANTS | ||
Redemption price per public warrant (in dollars per share) | $ 0.10 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Public warrants | Redemption of Warrant Price Per Share Equals or Exceeds10.00 | Class A ordinary shares | ||
WARRANTS | ||
Warrant redemption condition minimum share price | $ 10 | |
Minimum threshold written notice period for redemption of public warrants | 20 days | |
Threshold business days before sending notice of redemption to warrant holders | 30 days | |
Private placement warrants | ||
WARRANTS | ||
Warrants outstanding | shares | 8,425,532 | 8,425,532 |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days |
SHAREHOLDERS' DEFICIT - Preferr
SHAREHOLDERS' DEFICIT - Preferred Stock Shares (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
SHAREHOLDERS' DEFICIT | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, par value (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
SHAREHOLDERS' DEFICIT - Common
SHAREHOLDERS' DEFICIT - Common Stock Shares (Details) | Dec. 31, 2022 Vote $ / shares shares | Dec. 31, 2021 Vote $ / shares shares | Dec. 12, 2021 shares | Nov. 17, 2021 shares | Jun. 30, 2021 shares | Feb. 18, 2021 shares |
Common Class A [Member] | ||||||
SHAREHOLDERS' DEFICIT | ||||||
Common shares, shares authorized | 200,000,000 | 200,000,000 | ||||
Common shares, par value (per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common shares, votes per share | Vote | 1 | 1 | ||||
Common shares, shares issued (in shares) | 0 | 0 | ||||
Common shares, shares outstanding (in shares) | 0 | 0 | ||||
Class A common stock subject to possible redemption, issued (in shares) | 26,377,660 | 26,377,660 | ||||
Class A ordinary shares subject to possible redemption, outstanding (in shares) | 26,377,660 | 26,377,660 | ||||
Class A Common Stock Subject to Redemption [Member] | ||||||
SHAREHOLDERS' DEFICIT | ||||||
Class A ordinary shares subject to possible redemption, outstanding (in shares) | 26,377,660 | 26,377,660 | ||||
Common Class B [Member] | ||||||
SHAREHOLDERS' DEFICIT | ||||||
Common shares, shares authorized | 20,000,000 | 20,000,000 | ||||
Common shares, par value (per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common shares, votes per share | Vote | 1 | 1 | ||||
Common shares, shares issued (in shares) | 6,594,415 | 6,594,415 | ||||
Common shares, shares outstanding (in shares) | 6,594,415 | 6,594,415 | ||||
Aggregated shares issued upon converted basis (in percent) | 20% | |||||
Number of shares subject to forfeiture | 593,085 | 593,085 | ||||
Common Class B [Member] | Sponsor [Member] | ||||||
SHAREHOLDERS' DEFICIT | ||||||
Number of shares surrender | 1,437,500 | |||||
Aggregate number of shares owned | 7,187,500 | |||||
Number of shares subject to forfeiture | 937,500 | |||||
Common Class B [Member] | Over-Allotment Option [Member] | ||||||
SHAREHOLDERS' DEFICIT | ||||||
Number of shares subject to forfeiture | 593,085 | 593,085 | 937,500 | |||
Maximum ordinary shares subject to forfeiture | 344,415 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Liabilities | ||
Warrant liabilities | $ 864,575 | $ 12,104,043 |
Recurring | ||
Investments held in Trust Account: | ||
Money market funds | 267,475,787 | 263,773,700 |
Recurring | Warrants | ||
Liabilities | ||
Warrant liabilities | 864,575 | 12,104,043 |
Recurring | Private Placement Warrants [Member] | ||
Liabilities | ||
Warrant liabilities | 337,022 | 4,718,298 |
Recurring | Public Warrants [Member] | ||
Liabilities | ||
Warrant liabilities | 527,553 | 7,385,745 |
Recurring | Forward Purchase Agreement [Member] | ||
Liabilities | ||
Derivative liability - forward purchase agreement | 318,735 | 437,800 |
Level 1 | Recurring | ||
Investments held in Trust Account: | ||
Money market funds | 267,475,787 | 263,773,700 |
Level 1 | Recurring | Warrants | ||
Liabilities | ||
Warrant liabilities | 527,553 | 7,385,745 |
Level 1 | Recurring | Public Warrants [Member] | ||
Liabilities | ||
Warrant liabilities | 527,553 | 7,385,745 |
Level 2 | Recurring | Warrants | ||
Liabilities | ||
Warrant liabilities | 337,022 | |
Level 2 | Recurring | Private Placement Warrants [Member] | ||
Liabilities | ||
Warrant liabilities | 337,022 | |
Level 3 | Recurring | Warrants | ||
Liabilities | ||
Warrant liabilities | 4,718,298 | |
Level 3 | Recurring | Private Placement Warrants [Member] | ||
Liabilities | ||
Warrant liabilities | 4,718,298 | |
Level 3 | Recurring | Forward Purchase Agreement [Member] | ||
Liabilities | ||
Derivative liability - forward purchase agreement | $ 318,735 | $ 437,800 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of significant inputs for fair value (Details) | Dec. 31, 2022 Y $ / shares | Dec. 31, 2021 $ / shares Y | Nov. 02, 2021 Y $ / shares |
Private Placement Warrants [Member] | Stock price | |||
FAIR VALUE MEASUREMENTS | |||
Inputs for fair value | 9.90 | 10 | |
Private Placement Warrants [Member] | Exercise price | |||
FAIR VALUE MEASUREMENTS | |||
Inputs for fair value | 11.50 | 11.50 | |
Private Placement Warrants [Member] | Expected term (in years) | |||
FAIR VALUE MEASUREMENTS | |||
Inputs for fair value | Y | 6 | 6 | |
Private Placement Warrants [Member] | Risk-free rate | |||
FAIR VALUE MEASUREMENTS | |||
Inputs for fair value | 1.35 | 0.93 | |
Private Placement Warrants [Member] | Fair value - derivative liability | |||
FAIR VALUE MEASUREMENTS | |||
Inputs for fair value | 0.56 | 1 | |
Private Placement Warrants [Member] | Volatility | |||
FAIR VALUE MEASUREMENTS | |||
Inputs for fair value | 8.7 | 16.3 | |
Public Warrants [Member] | Stock price | |||
FAIR VALUE MEASUREMENTS | |||
Inputs for fair value | 10 | ||
Public Warrants [Member] | Exercise price | |||
FAIR VALUE MEASUREMENTS | |||
Inputs for fair value | 11.50 | ||
Public Warrants [Member] | Expected term (in years) | |||
FAIR VALUE MEASUREMENTS | |||
Inputs for fair value | Y | 6 | ||
Public Warrants [Member] | Risk-free rate | |||
FAIR VALUE MEASUREMENTS | |||
Inputs for fair value | 0.93 | ||
Public Warrants [Member] | Fair value - derivative liability | |||
FAIR VALUE MEASUREMENTS | |||
Inputs for fair value | 0.99 | ||
Public Warrants [Member] | Volatility | |||
FAIR VALUE MEASUREMENTS | |||
Inputs for fair value | 16.3 | ||
Forward Purchase Agreement [Member] | Expected term (in years) | |||
FAIR VALUE MEASUREMENTS | |||
Inputs for fair value | Y | 0.34 | 1 | |
Forward Purchase Agreement [Member] | Risk-free rate | |||
FAIR VALUE MEASUREMENTS | |||
Inputs for fair value | 4.54 | 0.39 | |
Forward Purchase Agreement [Member] | Fair value - derivative liability | |||
FAIR VALUE MEASUREMENTS | |||
Inputs for fair value | 0.159 | 0.219 | |
Forward Purchase Agreement [Member] | Fair value of unit | |||
FAIR VALUE MEASUREMENTS | |||
Inputs for fair value | 10.01 | 10.18 | |
Forward Purchase Agreement [Member] | Unit forward price | |||
FAIR VALUE MEASUREMENTS | |||
Inputs for fair value | 10 | 10 | |
Forward Purchase Agreement [Member] | Discount factor | |||
FAIR VALUE MEASUREMENTS | |||
Inputs for fair value | 98.50 | 99.60 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - Level 3 - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value as of February 10, 2021 (inception) | $ 5,156,098 | |
Initial measurement of Public Warrants, Private Placement Warrants, and forward purchase agreement as of November 2, 2021 | $ 20,536,200 | |
Initial measurement of Public Warrants and Private Placement Warrants upon exercise of over-allotment on November 17, 2021 | 957,474 | |
Change in fair value | (8,951,831) | (4,500,341) |
Transfer of Public Warrants to Level 1 measurement | (7,385,745) | |
Transfer of Private Placement Warrants to Level 2 measurement | (337,022) | |
Fair value for Ending period | $ 5,156,098 | $ 318,735 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS | ||
Gain on change in fair value of warrant liabilities | $ 9,378,431 | $ 11,239,468 |
Changes in fair value of derivative liability | $ 426,600 | $ 119,065 |
Private placement warrants | ||
FAIR VALUE MEASUREMENTS | ||
Fair value per warrant | $ 0.56 | $ 0.04 |
Monte Carlo simulation model | Public Warrants [Member] | Level 1 | Quoted price | ||
FAIR VALUE MEASUREMENTS | ||
Warrant price | 0.56 | $ 0.04 |
Black-Scholes Option Pricing Model | Forward Purchase Agreement [Member] | ||
FAIR VALUE MEASUREMENTS | ||
Forward price | $ 10 |