Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 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 File Number | 001-41198 | ||
Entity Registrant Name | CARTICA ACQUISITION CORP | ||
Entity Incorporation, State or Country Code | KY | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Address, Address Line One | c/o Ellenoff Grossman & Schole LLP | ||
Entity Address, Address Line Two | 1345 Avenue of the Americas | ||
Entity Address, City or Town | New York | ||
Entity Address State Or Province | NY | ||
Entity Address, Postal Zip Code | 10105 | ||
City Area Code | +1-202 | ||
Local Phone Number | 367-3003 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 210,620,400 | ||
Entity Central Index Key | 0001848437 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Transition Report | false | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | New York, NY | ||
Units, each consisting of one Class A ordinary share and one-half of one redeemable 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 | CITEU | ||
Security Exchange Name | NASDAQ | ||
Common Class A [Member] | |||
Document and Entity Information | |||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | ||
Trading Symbol | CITE | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 23,000,000 | ||
Redeemable Warrants | |||
Document and Entity Information | |||
Title of 12(b) Security | Redeemable warrants | ||
Trading Symbol | CITEW | ||
Security Exchange Name | NASDAQ | ||
Common Class B [Member] | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 5,750,000 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Current assets | |||
Cash | $ 1,081,479 | $ 965 | |
Prepaid expenses | 338,111 | 0 | |
Total Current Assets | 1,419,590 | 965 | |
Deferred offering costs | 0 | 415,024 | |
Cash and marketable securities held in Trust Account | 240,113,631 | 0 | |
Total Assets | 241,533,221 | 415,989 | |
Current liabilities | |||
Accounts payable and accrued expenses | 103,031 | 0 | |
Accrued offering costs and expenses | 0 | 415,153 | |
Promissory note - related party | 0 | 244,225 | |
Total Current Liabilities | 103,031 | 659,378 | |
Warrant liabilities | 2,077,000 | 0 | |
Deferred underwriting fee payable | 8,050,000 | 0 | |
Total Liabilities | 10,230,031 | 659,378 | |
Commitments and Contingencies (Note 6) | |||
Shareholders' Equity (Deficit) | |||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | |||
Additional paid-in capital | 0 | 24,425 | |
Accumulated deficit | (8,811,016) | (268,389) | |
Total Shareholders' Deficit | (8,810,441) | (243,389) | |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 241,533,221 | 415,989 | |
Common Class A Subject To Redemption [Member] | |||
Current liabilities | |||
Class A ordinary shares subject to possible redemption 23,000,000 shares at redemption value of $10.37 as of September 30, 2022 and none as of December 31, 2021 | 240,113,631 | 0 | |
Common Class A Not Subject To Redemption [Member] | |||
Shareholders' Equity (Deficit) | |||
Common stock | 0 | 0 | |
Common Class B | |||
Shareholders' Equity (Deficit) | |||
Common stock | [1] | $ 575 | $ 575 |
[1] Includes an aggregate of up to 750,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). On October 31, 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares, reducing the total number of Class B ordinary shares outstanding to 5,750,000 shares. These financial statements have been retroactively adjusted to reflect this reduction in share capitalization (see Notes 5 and 8). |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 300,000,000 | 300,000,000 |
Common Class A Subject To Redemption | ||
Temporary equity par value | $ 10.44 | $ 10.44 |
Temporary equity, shares outstanding | 23,000,000 | 0 |
Common Class A Not Subject To Redemption | ||
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Common Class B | ||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 30,000,000 | 30,000,000 |
Common shares, shares issued | 5,750,000 | 5,750,000 |
Common shares, shares outstanding | 5,750,000 | 5,750,000 |
Common Class B | Over-allotment option | ||
Number of shares subject to forfeiture | 750,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | ||
Operating and formation costs | $ 268,389 | $ 2,194,966 | |
Loss from operations | (268,389) | (2,194,966) | |
Other income: | |||
Interest earned on cash and marketable securities held in Trust Account | 3,213,631 | ||
Change in fair value of warrant liabilities | 11,897,000 | ||
Transaction costs incurred in connection with the IPO | (378,343) | ||
Total other income, net | 14,732,288 | ||
Net income (loss) | $ (268,389) | $ 12,537,322 | |
Common Class A Subject To Redemption | |||
Other income: | |||
Basic weighted average ordinary shares outstanding | 22,558,904 | ||
Diluted weighted average ordinary shares outstanding | 22,558,904 | ||
Basic net (loss) income per ordinary share | $ 0.44 | ||
Diluted net (loss) income per ordinary share | $ 0.44 | ||
Common Class B | |||
Other income: | |||
Basic weighted average ordinary shares outstanding | [1] | 5,000,000 | 5,735,616 |
Diluted weighted average ordinary shares outstanding | 5,000,000 | 5,735,616 | |
Basic net (loss) income per ordinary share | $ (0.05) | $ 0.44 | |
Diluted net (loss) income per ordinary share | $ (0.05) | $ 0.44 | |
[1] Excludes an aggregate of up to 750,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). On October 31, 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares, reducing the total number of Class B ordinary shares outstanding to 5,750,000 Class B ordinary shares. These financial statements have been retroactively adjusted to reflect this reduction in share capitalization (see Notes 5 and 8). |
STATEMENTS OF OPERATIONS (Paren
STATEMENTS OF OPERATIONS (Parenthetical) - Common Class B [Member] - shares | 12 Months Ended | ||
Oct. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common shares, shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 |
Sponsor [Member] | |||
Number of shares surrendered | 1,437,500 | ||
Over-Allotment Option [Member] | |||
Number of shares subject to forfeiture | 750,000 | 750,000 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Common Class A Not Subject To Redemption Ordinary Shares | Common Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total | |
Balance at the beginning at Feb. 02, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance at the beginning (in shares) at Feb. 02, 2021 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of Class B ordinary shares to Sponsor | [1] | $ (575) | (24,425) | (25,000) | ||
Issuance of Class B ordinary shares to Sponsor (in shares) | [1] | 5,750,000 | ||||
Net income (loss) | (268,389) | (268,389) | ||||
Balance at the end at Dec. 31, 2021 | $ 575 | 24,425 | (268,389) | (243,389) | ||
Balance at the end (in shares) at Dec. 31, 2021 | 5,750,000 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of Class B ordinary shares to Sponsor | $ 19,800,000 | |||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 1,980,000 | |||||
Contribution in excess of fair value of Private Placement Warrants | 7,791,000 | $ 7,791,000 | ||||
Remeasurement of Class A ordinary shares to redemption amount | $ (7,815,425) | (21,079,949) | (28,895,374) | |||
Net income (loss) | 12,537,322 | 12,537,322 | ||||
Balance at the end at Dec. 31, 2022 | $ 575 | $ (8,811,016) | $ (8,810,441) | |||
Balance at the end (in shares) at Dec. 31, 2022 | 5,750,000 | |||||
[1] Includes an aggregate of up to 750,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). On October 31, 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares, reducing the total number of Class B ordinary shares outstanding to 5,750,000 Class B ordinary shares. These financial statements have been retroactively adjusted to reflect this reduction in share capitalization (see Notes 5 and 8). |
STATEMENTS OF CHANGES IN SHAR_2
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (Parenthetical) - Common Class B - shares | 12 Months Ended | ||
Oct. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common shares, shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 |
Sponsor | |||
Number of shares surrendered | 1,437,500 | ||
Over-allotment option | |||
Number of shares subject to forfeiture | 750,000 | 750,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (268,389) | $ 12,537,322 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on cash and marketable securities held in Trust Account | (3,213,631) | |
Change in fair value of warrant liabilities | (11,897,000) | |
Transaction costs incurred in connection with the IPO | 378,343 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 338,111 | |
Accounts payable and accrued expenses | 255,240 | (162,739) |
Net cash used in operating activities | (13,149) | (2,695,816) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (236,900,000) | |
Net cash used in investing activities | (236,900,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 225,400,000 | |
Proceeds from sale of Private Placements Warrants | 15,900,000 | |
Proceeds from promissory note - related party | 231,724 | |
Repayment of promissory note - related party | (244,225) | |
Payment of other offering costs | (217,610) | (379,445) |
Net cash provided by financing activities | 14,114 | 240,676,330 |
Net Change in Cash | 965 | 1,080,514 |
Cash - Beginning of period | 965 | |
Cash - End of period | 965 | 1,081,479 |
Non-cash investing and financing activities: | ||
Deferred offering costs paid by Sponsor in exchange for issuance of Founders' shares | 25,000 | |
Deferred offering costs paid by Sponsor under the promissory note | 12,500 | |
Deferred offering costs included in accrued offering costs | $ 172,363 | |
Deferred underwriting fee payable | 8,050,000 | |
Remeasurement of Class A ordinary shares to redemption amount | $ 28,895,374 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Cartica Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on February 3, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a 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. On January 7, 2022, the Company closed its initial public offering (the “IPO”) and completed the sale of 23,000,000 units (the “Units”), including 3,000,000 Units sold pursuant to the full exercise of the underwriter’s option to purchase additional units to cover over-allotments, each Unit consisting of (i) one Class A ordinary share of the Company, par value $0.0001 per share (collectively, the “Class A ordinary shares”), and (ii) one Simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 15,900,000 warrants (the “Private Placement Warrants”) to Cartica Acquisition Partners, LLC (the “Sponsor”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $15,900,000. The Private Placement Warrants are identical to the Warrants sold as part of the Units in the IPO, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company (except as described in the registration statement for the Company’s IPO (the “Registration Statement”)); (ii) may not (and the Class A ordinary shares issuable upon exercise of such warrants may not) be transferred, assigned or sold by the holders thereof until 30 days after the completion of the Company’s initial Business Combination (subject to certain exceptions described in the Registration Statement); (iii) may be exercised by the holders thereof on a cashless basis; and (iv) will be entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Transaction costs amounted to $13,295,086 consisting of $12,650,000 of underwriting discount and $645,086 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules of the stock exchange that the Company will list its securities on will require that the Company’s initial Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. At the closing of the IPO, management has agreed that an amount equal to at least $10.30 per Unit sold in the IPO, including proceeds from the sale of the Private Placement Warrants, will be held in a trust account (the “Trust Account”), located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company will provide the holders of its issued and outstanding Class A ordinary shares sold as part of the units in its initial public offering (whether they are purchased in such offering or thereafter in the open market) (the “Public Shares”) (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares, or Class A ordinary shares sold as part of the IPO, 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. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.30 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations), calculated as of two The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required by 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, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote any Founder Shares (as defined in Note 5) and Public Shares held by it in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. If the Company has not consummated a Business Combination within 18 months from the closing of the IPO, or during one of the two three three three The Sponsor and the Company’s directors and officers have agreed to waive: (i) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete its Business Combination within 18 months from the closing of the IPO or during any Extension Period or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity. The Company will have until 18 months from the closing of the IPO, and any extended time beyond 18 months as a result of or during any Extension Period or a shareholder vote to amend the Company’s amended and restated memorandum and articles of association, to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten The Sponsor and the Company’s directors and officers have agreed to waive their liquidation rights with respect to any Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if any such person acquires Public Shares in or after the IPO, 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. 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 the event of such distribution, it is possible that the per-share value of the assets remaining available for distribution will be less than $10.30 per Unit. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s the independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.30 per Public Share or (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 $10.30 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 nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of December 31, 2022, the Company had $1,081,479 in its operating bank accounts and working capital of $1,316,559, when accounting for the Company’s ability to use interest income to pay towards tax liabilities. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, and structuring, negotiating, and consummating the Business Combination. The Company may need to raise further additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The Company has until July 7, 2023, or at the end of the applicable Extension Period, to consummate an initial Business Combination. It is uncertain that the Company will be able to consummate an initial Business Combination by July 7, 2023, or at the end of the applicable Extension Period. If an initial Business Combination is not consummated by the liquidation date, there will be a mandatory liquidation and subsequent dissolution. Additionally, the Company does not have sufficient liquidity to fund the working capital needs of the Company through July 7, 2023, at the end of the applicable Extension Period, or through twelve months from the issuance of this report. Management of the Company has determined that the liquidity condition through 12 months from the issuance of this report and mandatory liquidation, should an initial Business Combination not occur, and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after July 7, 2023, or at the end of the applicable Extension Period. |
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 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 Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. 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 limit of $250,000. The Company has not experienced losses on this account. 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 at December 31, 2022 and 2021. Cash and Marketable Securities Held in Trust Account At December 31, 2022, substantially all of the assets in the Trust Account were held in U.S. Treasury securities with a maturity of 185 days or less. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. Offering Costs associated with the IPO The Company complies with the requirements of the FASB ASC 340-10-S99-1. Offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities have been expensed and offering costs associated with the Class A ordinary shares have been charged to temporary equity at the completion of the IPO. The Company incurred offering costs amounting to $13,295,086 as a result of the IPO (consisting of $12,650,000 of underwriting fees and $645,086 of other offering costs). The Company recorded $12,916,743 of offering costs as a reduction of temporary equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $378,343 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022 and 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands or any other taxable jurisdiction. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not engaged in a U.S. trade or business at this time. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: ● Level 1, Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. ● Level 2, Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. ● Level 3, Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrant Liabilities The Company accounts for the 27,400,000 warrants issued in connection with the IPO and the concurrent private placement of warrants, consisting of 11,500,000 Public Warrants and 15,900,000 Private Placement Warrants (inclusive of the exercise of the underwriter’s 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. Accordingly, the Company has classified each warrant as a liability at fair value. This liability will be subject to re-measurement at each balance sheet date, with any change in fair value being recognized in the Company’s statement of operations for the period ended on such date. Each fair value determination will be based upon a valuation obtained from a third-party valuation firm as and when necessary (See Note 8). Class A Ordinary Shares Subject to Possible Redemption The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the IPO have been issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of Public Shares classified as temporary equity have been allocated proceeds determined in accordance with ASC 470-20. The Public Shares are subject to ASC 480-10-S99 and are currently not redeemable as the redemption is contingent upon the occurrence of the events mentioned above. According to ASC 480-10-S99-15, no subsequent adjustment is needed if it is not probable that the instrument will become redeemable. As of December 31, 2022, the amount of Public Shares reflected on the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (5,865,000) Class A ordinary shares issuance costs (12,916,743) Plus: Remeasurement of Class A ordinary shares to redemption amount 28,895,374 Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 240,113,631 Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 27,400,000 Class A ordinary shares in the aggregate. As of December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Period from February 3, 2021 Year Ended (Inception) through December 31, 2022 December 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 9,995,866 $ 2,541,456 $ — $ (268,389) Denominator: Basic and diluted weighted average shares outstanding 22,558,904 5,735,616 — 5,000,000 Basic and diluted net income (loss) per ordinary share $ 0.44 $ 0.44 $ — $ (0.05) Recent accounting pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also simplifies the diluted earnings per share calculation in certain areas and introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The adoption of ASU 2020-06 is not expected to have an impact on the Company’s financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, 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 Public units Pursuant to the IPO, the Company sold 23,000,000 Units (which included 3,000,000 Units issued pursuant to the full exercise of the over-allotment option) at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one Public warrants Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination 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 initial shareholders or their affiliates, without taking into account any founder shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (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 20-trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then 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 warrant redemption trigger price described below under “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 warrant redemption trigger price described below under 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 warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination 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 the Class A ordinary shares issuable upon exercise of the warrants have been registered under the Securities Act or 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. 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. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. If the holders exercise their warrants on a cashless basis, they will pay the warrant exercise price by surrendering warrants for the number of Class A ordinary shares equal to (x) the number of Class A ordinary shares underlying the warrants multiplied by the excess of the “fair market value” (as defined in the next sentence) of the Class A ordinary shares over the exercise price of the warrants, divided by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except for Private Placement Warrants held by the Sponsor or its permitted transferees): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption (the “ 30 -day redemption period”), provided that prior to such redemption such holders will be able to exercise their warrants according to their usual exercise rights (i.e., on a cash basis); and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30 -trading day period ending three business days before the Company sends the notice of redemption to the warrant holders, and certain additional terms and conditions are met. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 and is Less Than $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part, and only if the Private Placement Warrants are simultaneously redeemed; ● at a price of $0.10 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; provided that prior to such redemption holders will not only be able to exercise their warrants according to their usual exercise rights, but also on a cashless basis and receive the number of shares determined based on the redemption date and the “fair market value” (as defined above) of the Class A ordinary shares except as otherwise described in the warrant agreement; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share 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 certain additional terms and conditions are met. The Company has agreed that as soon as practicable, but in no event later than twenty (20) business days after the closing of the initial Business Combination, the Company will use its 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 its 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 sixtieth (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 its 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 elects, 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 its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2022 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT The Sponsor purchased 15,900,000 Private Placement Warrants (which included 1,500,000 Private Placement Warrants issued pursuant to the full exercise of the over-allotment option) at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $15,900,000 in a private placement that occurred simultaneously with the closing of the IPO. The fair value of a warrant at IPO was $0.51; the aggregate fair value of the proceeds received exceeded the aggregate fair value of the warrants by $7,791,000, This amount was included in other income in the statement of operations. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants have been added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable (except as described in Note 3 under “Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00”) and exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees. If they are held by holders other than the sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants included in the Units being sold in the IPO. |
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 9, 2021, the Company issued 7,187,500 Class B ordinary shares to the Sponsor in consideration for the Sponsor paying certain offering and formation costs on behalf of the Company of $25,000 (the “Founder Shares”). Also on February 9, 2021, the Sponsor granted 1,078,125 Founder Shares, with a total fair value of $3,234, to the Company’s executive officers and consultant. On April 24, 2021, the Sponsor transferred 75,000 Founder Shares to each of its four director nominees at the time (who are now all directors), for a total of 300,000 Founder Shares, with a total fair value of $900, resulting in the Sponsor holding 6,887,500 Founder Shares. On October 29, 2021 the Sponsor granted a director nominee (who is now a director) a membership interest in the Sponsor representing an indirect interest in 75,000 Founder Shares, with a fair value of $225. On October 31, 2021, the Sponsor surrendered 1,437,500 Founder Shares, reducing the total number of Founder Shares outstanding to 5,750,000 Founder Shares (see Note 7). The Founder Shares included an aggregate of up to 750,000 Founder Shares that were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised, so that the total number of Founder Shares would equal 20% of the Company’s issued and outstanding ordinary shares after the IPO. As of January 7, 2022, the over-allotment option was fully exercised, and such shares are no longer subject to forfeiture. The Sponsor and the Company’s directors and executive officers have agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of a Business Combination or (ii) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, the Founder Shares will be released from the lockup. In addition, the Sponsor has agreed that its Founder Shares are subject to vesting as follows: 50% upon the completion of an initial business combination and 25% each on the attainment and maintenance of certain shareholder return targets based on share trading prices and any dividends paid. Certain events could trigger immediate vesting under certain circumstances. Sponsor Founder Shares that do not vest within an eight-year period from the closing of the business combination will be cancelled and forfeited by the Sponsor. Promissory Note — Related Party On February 9, 2021, the Company issued the Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. On September 20, 2021, the Promissory Note was amended to increase the borrowable amount to $350,000 and to extend the maturity date, and on November 15, 2021 to further extend the maturity date. The amended Promissory Note is non-interest bearing and payable on the earlier of (i) March 31, 2022 or (ii) the completion of the IPO. At the consummation of the IPO, the outstanding balance of $244,225 for the Promissory Note was paid in full by the Company. As of December 31, 2022, no additional amount may be borrowed under this note. Related party loans 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 (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post- Business Combination entity at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. 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. As of December 31, 2022 and 2021, the Company had no outstanding borrowings under the Working Capital Loans. Administrative support agreement On January 4, 2022, the Company entered into an agreement to pay the Sponsor $930,000 over eighteen months beginning at the closing of the IPO, for the following administrative support expenses: (i) cash compensation to Mr. Goel, the Company’s Chief Executive Officer, in the form of an annual salary of $312,000 ; (ii) cash compensation to Mr. Coad, the Company’s Chief Operating Officer and Chief Financial Officer, in the form of an annual salary of $200,000; and (iii) $9,000 per month for office space, utilities and research, analytical, secretarial and administrative support, which the sponsor is expected to source principally from Cartica Management, LLC (“Cartica Management”). In addition, at the closing of the IPO, the Company paid the Sponsor an aggregate amount of $601,167 of which $549,000 represented compensation and bonuses paid to Mr. Goel and Mr. Coad for their services through the closing of the IPO and $51,667 represented a prepayment of administrative support expenses for January 2022, to be amortized over the service period. Upon completion of a Business Combination or the Company’s liquidation, the Company will cease paying these amounts (in the case of the officer compensation, after 30 days’ notice). As of December 31, 2021, the Company had accrued $238,000 of officer compensation payable to the Sponsor under the administrative support agreement. For the year ended December 31, 2022, the Company incurred $931,500 in fees for these services and the Company paid total fees of $1,169,500 for these services. Anchor investors Cartica Investors, LP and Cartica Investors II, LP, two private funds that are affiliates of Cartica Management and the Sponsor (the “Cartica Funds”) purchased an aggregate of 1,980,000, or 9.9%, of the Units in the IPO (excluding the Units issued pursuant to the full exercise of the underwriters’ over-allotment option), at the public offering price of $10.00 per Unit for an aggregate amount of $19,800,000. |
COMMITMENTS & CONTINGENCIES
COMMITMENTS & CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS & CONTINGENCIES | |
COMMITMENTS & CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO requiring the Company to register such securities for resale. The holders of these securities will be 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 the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting agreement The Company granted the underwriters a 45-day option from the date of the IPO to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. As of January 7, 2022, the over-allotment was fully exercised. The underwriters received a cash underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate (which included an additional $600,000 received pursuant to the full exercise of the over-allotment option), which was paid at closing of the IPO. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate (which included an additional $1,050,000 received pursuant to the full exercise of the over-allotment option). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Forward purchase agreement The Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with the Cartica Funds, pursuant to which the Cartica Funds agree to subscribe for an aggregate of up to 3,000,000 forward purchase shares for $10.00 per share (the “Forward Purchase Shares”), or up to $30,000,000 in the aggregate, in a private placement to close substantially concurrently with the closing of the Company’s initial Business Combination, subject to approval at such time by the Cartica Management investment committee. Under the forward purchase agreement, the forward purchase investors (i) must vote any Class A ordinary shares owned by them at the time of any shareholder vote to approve a proposed business combination in favor of such proposed business combination, and (ii) are entitled to registration rights with respect to the Forward Purchase Shares and any other Class A ordinary shares acquired by the forward purchase investors, including any acquired subsequent to the completion of the Company’s initial Business Combination. The proceeds from the sale of the Forward Purchase Shares may be used as part of the consideration to the sellers in the Company’s initial Business Combination, expenses in connection with the Company’s initial Business Combination or for working capital in the post-business combination company. These purchases will be required to be made regardless of whether any Class A ordinary shares are redeemed by the Company’s public shareholders. The Forward Purchase Shares will be issued only in connection with the closing of the initial Business Combination. On October 13, 2022, the Company was advised by Cartica Management that the Cartica Funds will be liquidated in the first half of 2023 (the “Liquidation”). The Cartica Funds, which are affiliates of the Sponsor, entered into the Forward Purchase Agreement at the time of the Company’s IPO. Although the Forward Purchase Agreement remains in effect and the purchase of the Forward Purchase Shares remains subject to Cartica Management investment committee’s approval, the Liquidation may adversely impact the Cartica Funds’ ability to purchase some or all of the Forward Purchase Shares pursuant to the Forward Purchase Agreement and the Company’s ability to enter into a definitive agreement regarding an initial Business Combination. If the sale of some or all of the Forward Purchase Shares fails to close, for any reason, the Company may lack sufficient funds to consummate its initial Business Combination. There can be no assurances that the Cartica Funds will purchase any or all of the Forward Purchase Shares. In addition, at the time of the Company’s IPO, the Cartica Funds purchased 1,980,000 of the units of the Company. The Company was advised by Cartica Management, LLC that these units are not expected to be impacted by the decision to liquidate the Cartica Funds. On March 14, 2023, the Company received a written notice from Cartica Management advising the Company that the investment committee of Cartica Management has determined that it will not approve the purchase of any forward purchase shares and therefore the Cartica Funds will not purchase any of the forward purchase shares in connection with the initial business combination or otherwise. As a result, the Company may lack sufficient funds to consummate the initial business combination. |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2022 | |
SHAREHOLDERS' DEFICIT | |
SHAREHOLDERS' DEFICIT | NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares outstanding Class A Ordinary Shares Class B Ordinary Shares Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, unless otherwise required under applicable law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the completion of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 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 a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a 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 8. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and at the initial measurement date of January 7, 2022 (the “Initial Measurement”) and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, January 7, Description Level 2022 2022 Assets: Cash and Marketable securities held in Trust Account 1 $ 240,113,631 $ 236,900,000 Liabilities: Warrant liabilities – Public Warrants 1 $ 805,000 $ — Warrant liabilities – Public Warrants 3 — 5,865,000 Warrant liabilities – Private Placement Warrants 3 1,272,000 8,109,000 Cash and Marketable Securities Held in Trust Account As of December 31, 2022, the investment in the Company’s Trust Account consisted of $163 in cash and $240,107,374 in U.S. Treasury Securities. The Company classifies its U.S. Treasury Securities as held-to-maturity in accordance with ASC 320 “Investments — Debt and Equity Securities.” Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2022 are as follows: Carrying Gross Gross As of Value/Amortized Unrealized Unrealized December 31, Cost Gains Losses 2022 Marketable securities held in Trust Account $ 240,113,631 $ — $ (6,094) $ 240,107,374 Warrant Liabilities The Public Warrants and the Private Placement Warrants have been accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. The Company used both the Black-Scholes Merton formula and a Monte Carlo simulation model to value the Public Warrants and the Private Placement Warrants at Initial Measurement. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A ordinary share and one As of December 31, 2022, in order to value the private warrants, the Company compared the expected fair value of the Public Warrants using a Monte Carlo simulation model to the trading value of the Public Warrants to calculate an estimate of the probability of a successful business combination. The inputs used in the Monte Carlo analysis included expected market volatility, expected risk-free interest rate and expected life of the Public Warrants. The Company estimated the selected market volatility following a successful business combination by considering the five‐year historical volatility of the Financial Times Stock Exchange India Technology index. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the Public Warrants following a successful business combination. The Company used the contractual five-year life as the expected life of the Public Warrants. The Company compared the estimated fair value of the Public Warrants following a successful business combination to the current trading price of the Public Warrants to calculate an estimate of the probability of a successful business combination. The Company then applied a Black-Scholes formula and the calculated probability of a successful business combination to estimate the fair value of the Private Warrants. The inputs into the Black Scholes model for the Private Warrants were the same as those used in the Public Warrant analysis. The fair value of the Public Warrants on December 31, 2022 was classified as Level 1 due to the use of an observable market quote in an active market. The key inputs into the Monte Carlo simulation model and Black-Scholes Merton formula for the Public and Private Placement Warrants were as follows at Initial Measurement: January 7, Input 2022 Risk-free interest rate 1.64 % Expected term (years) 6.50 Expected volatility 7.2 % Exercise price $ 11.50 Stock price of Class A ordinary share $ 9.83 The key inputs into the Black-Scholes Merton formula for the Private Placement Warrants were as follows at December 31, 2022: December 31, Input 2022 Risk-free interest rate 3.99 % Expected term (years) 5.51 Expected volatility 25.4 % Exercise price $ 11.50 Stock price of Class A ordinary share $ 10.37 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: Private Placement Public Warrants Warrants Fair value at December 31, 2021 $ — $ — Initial measurement at January 7, 2022 8,109,000 5,865,000 Transfer to Level 1 — (2,530,000) Change in fair value (6,837,000) (2,530,000) Fair value at December 31, 2022 $ 1,272,000 $ 805,000 Transfers to and from Levels 1, 2 and 3 are recognized at the end of the reporting period. Following the detachment of the warrants from Units on February 25, 2022, the Public Warrants were transferred from Level 3 to Level 1. As of January 7, 2022, Initial Measurement, the fair value of the Private Placement Warrants and Public Warrants was determined to be $0.51 per warrant for aggregate values of $8,109,000 and $5,865,000, respectively. As of December 31, 2022, the fair value of the Private Placement Warrants and Public Warrants was determined to be $0.08 and $0.07 per warrant for aggregate values of $1,272,000 and $805,000, respectively. |
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, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On March 14, 2023, the Company received a written notice from Cartica Management advising the Company that the investment committee of Cartica Management has determined that it will not approve the purchase of any forward purchase shares and therefore the Cartica Funds will not purchase any of the forward purchase shares in connection with the initial business combination or otherwise. As a result, the Company may lack sufficient funds to consummate the initial business combination (see also Note 6). |
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 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 Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s 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 the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company has not experienced losses on this account. |
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 at December 31, 2022 and 2021. |
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account At December 31, 2022, substantially all of the assets in the Trust Account were held in U.S. Treasury securities with a maturity of 185 days or less. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. |
Offering Costs associated with the IPO | Offering Costs associated with the IPO The Company complies with the requirements of the FASB ASC 340-10-S99-1. Offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities have been expensed and offering costs associated with the Class A ordinary shares have been charged to temporary equity at the completion of the IPO. The Company incurred offering costs amounting to $13,295,086 as a result of the IPO (consisting of $12,650,000 of underwriting fees and $645,086 of other offering costs). The Company recorded $12,916,743 of offering costs as a reduction of temporary equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $378,343 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022 and 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands or any other taxable jurisdiction. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not engaged in a U.S. trade or business at this time. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: ● Level 1, Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. ● Level 2, Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. ● Level 3, Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Warrant Liabilities | Warrant Liabilities The Company accounts for the 27,400,000 warrants issued in connection with the IPO and the concurrent private placement of warrants, consisting of 11,500,000 Public Warrants and 15,900,000 Private Placement Warrants (inclusive of the exercise of the underwriter’s 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. Accordingly, the Company has classified each warrant as a liability at fair value. This liability will be subject to re-measurement at each balance sheet date, with any change in fair value being recognized in the Company’s statement of operations for the period ended on such date. Each fair value determination will be based upon a valuation obtained from a third-party valuation firm as and when necessary (See Note 8). |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the IPO have been issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of Public Shares classified as temporary equity have been allocated proceeds determined in accordance with ASC 470-20. The Public Shares are subject to ASC 480-10-S99 and are currently not redeemable as the redemption is contingent upon the occurrence of the events mentioned above. According to ASC 480-10-S99-15, no subsequent adjustment is needed if it is not probable that the instrument will become redeemable. As of December 31, 2022, the amount of Public Shares reflected on the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (5,865,000) Class A ordinary shares issuance costs (12,916,743) Plus: Remeasurement of Class A ordinary shares to redemption amount 28,895,374 Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 240,113,631 |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 27,400,000 Class A ordinary shares in the aggregate. As of December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Period from February 3, 2021 Year Ended (Inception) through December 31, 2022 December 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 9,995,866 $ 2,541,456 $ — $ (268,389) Denominator: Basic and diluted weighted average shares outstanding 22,558,904 5,735,616 — 5,000,000 Basic and diluted net income (loss) per ordinary share $ 0.44 $ 0.44 $ — $ (0.05) |
Recent accounting pronouncements | Recent accounting pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also simplifies the diluted earnings per share calculation in certain areas and introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The adoption of ASU 2020-06 is not expected to have an impact on the Company’s financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, 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 ordinary shares subject to possible redemption reflected on balance sheet | As of December 31, 2022, the amount of Public Shares reflected on the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (5,865,000) Class A ordinary shares issuance costs (12,916,743) Plus: Remeasurement of Class A ordinary shares to redemption amount 28,895,374 Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 240,113,631 |
Schedule of reconciliation of net (loss) income per ordinary share | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Period from February 3, 2021 Year Ended (Inception) through December 31, 2022 December 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 9,995,866 $ 2,541,456 $ — $ (268,389) Denominator: Basic and diluted weighted average shares outstanding 22,558,904 5,735,616 — 5,000,000 Basic and diluted net income (loss) per ordinary share $ 0.44 $ 0.44 $ — $ (0.05) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | December 31, January 7, Description Level 2022 2022 Assets: Cash and Marketable securities held in Trust Account 1 $ 240,113,631 $ 236,900,000 Liabilities: Warrant liabilities – Public Warrants 1 $ 805,000 $ — Warrant liabilities – Public Warrants 3 — 5,865,000 Warrant liabilities – Private Placement Warrants 3 1,272,000 8,109,000 |
Schedule of gross holding losses and fair value of held-to-maturity securities | Carrying Gross Gross As of Value/Amortized Unrealized Unrealized December 31, Cost Gains Losses 2022 Marketable securities held in Trust Account $ 240,113,631 $ — $ (6,094) $ 240,107,374 |
Schedule of key inputs for warrants liabilities | January 7, Input 2022 Risk-free interest rate 1.64 % Expected term (years) 6.50 Expected volatility 7.2 % Exercise price $ 11.50 Stock price of Class A ordinary share $ 9.83 December 31, Input 2022 Risk-free interest rate 3.99 % Expected term (years) 5.51 Expected volatility 25.4 % Exercise price $ 11.50 Stock price of Class A ordinary share $ 10.37 |
Schedule of changes in the fair value of the Company's Level 3 financial instruments | Private Placement Public Warrants Warrants Fair value at December 31, 2021 $ — $ — Initial measurement at January 7, 2022 8,109,000 5,865,000 Transfer to Level 1 — (2,530,000) Change in fair value (6,837,000) (2,530,000) Fair value at December 31, 2022 $ 1,272,000 $ 805,000 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | 12 Months Ended | |||
Jan. 07, 2022 USD ($) $ / shares shares | Feb. 03, 2021 item | Dec. 31, 2022 USD ($) M $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||
Number of shares issuable per warrant | 1 | |||
Purchase price, per unit | $ / shares | $ 10 | |||
Share price | $ / shares | $ 10.30 | |||
Proceeds from sale of Private Placements Warrants | $ | $ 15,900,000 | |||
Number of days to redeem public shares after the business combination | 2 days | |||
Cash | $ | $ 1,081,479 | $ 965 | ||
Working capital | $ | $ 1,316,559 | |||
Number of extensions | M | 2 | |||
Period for each extension | 3 months | |||
Period for completion of business combination | 24 months | |||
Period for total extension | 6 months | |||
Condition for future business combination number of businesses minimum | item | 1 | |||
Condition for future business combination use of proceeds percentage | 80 | |||
Condition for future business combination threshold percentage ownership | 50 | |||
Condition for future business combination threshold net tangible assets | $ | $ 5,000,001 | |||
Redemption limit percentage without prior consent | 15 | |||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||
Period for completion of business combination from closing of IPO | 18 months | |||
Redemption period upon closure | 10 days | |||
Maximum allowed dissolution expenses | $ | $ 100,000 | |||
Class A ordinary shares | ||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Number of shares in a unit | 1 | |||
Warrants | ||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||
Conversion price | $ / shares | $ 1 | |||
Private Placement Warrants | ||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||
Sale of Private Placement Warrants (in shares) | 15,900,000 | |||
Price of warrant | $ / shares | $ 1 | |||
Public Warrants | ||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||
Sale of Private Placement Warrants (in shares) | 11,500,000 | |||
Payment of additional price per Public Share | $ / shares | $ 0.10 | |||
Payments for investment of cash in Trust Account for three-month extension | $ | $ 2,300,000 | |||
Price per Public Share for three-month extension | $ / shares | $ 0.10 | |||
Payments for investment of cash in Trust Account for six month extension | $ | $ 4,600,000 | |||
Price per Public Share for six month extension | $ / shares | $ 0.20 | |||
Public Warrants | Class A ordinary shares | ||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||
Number of shares issuable per warrant | 1 | |||
Share price | $ / shares | $ 11.50 | |||
Initial Public Offering | ||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||
Sale of units, net of underwriting discounts (in shares) | 23,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Number of shares in a unit | 1 | |||
Number of warrants in a unit | 0.5 | |||
Number of shares issuable per warrant | 1 | |||
Share price | $ / shares | $ 10 | $ 10.30 | ||
Gross proceeds from issuance of unit | $ | $ 230,000,000 | |||
Sale of Private Placement Warrants (in shares) | 27,400,000 | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||
Transaction costs | $ | $ 13,295,086 | |||
Underwriting fees | $ | 12,650,000 | |||
Other offering costs | $ | $ 645,086 | |||
Initial Public Offering | Class A ordinary shares | ||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||
Purchase price, per unit | $ / shares | $ 11.50 | |||
Initial Public Offering | Public Warrants | ||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||
Sale of units, net of underwriting discounts (in shares) | 23,000,000 | |||
Number of shares in a unit | 1 | |||
Number of warrants in a unit | 0.5 | |||
Private Placement | Private Placement Warrants | ||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||
Sale of Private Placement Warrants (in shares) | 15,900,000 | |||
Price of warrant | $ / shares | $ 1 | |||
Proceeds from sale of Private Placements Warrants | $ | $ 15,900,000 | |||
Over-allotment option | ||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||
Sale of units, net of underwriting discounts (in shares) | 3,000,000 | |||
Over-allotment option | Private Placement Warrants | ||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||
Sale of Private Placement Warrants (in shares) | 1,500,000 | |||
Over-allotment option | Public Warrants | ||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||
Sale of units, net of underwriting discounts (in shares) | 3,000,000 | |||
Purchase price, per unit | $ / shares | $ 10 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2022 | Jan. 07, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Common stocks issuance costs | $ 12,916,743 | ||||
Transaction costs incurred in connection with the IPO | 378,343 | ||||
Unrecognized tax benefits | 0 | $ 0 | $ 0 | $ 0 | |
Unrecognized tax benefits accrued for interest and penalties | 0 | $ 0 | $ 0 | $ 0 | |
Initial Public Offering | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Transaction costs | $ 13,295,086 | ||||
Underwriting fees | 12,650,000 | ||||
Other offering costs | $ 645,086 | ||||
Sale of Private Placement Warrants (in shares) | 27,400,000 | ||||
Private Placement Warrants | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Sale of Private Placement Warrants (in shares) | 15,900,000 | ||||
Public Warrants | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Sale of Private Placement Warrants (in shares) | 11,500,000 | ||||
Class A ordinary shares | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Common stocks issuance costs | $ 12,916,743 | ||||
Anti-dilutive securities attributable to warrants (in shares) | 27,400,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Ordinary shares reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Gross proceeds | $ 230,000,000 | |
Proceeds allocated to Public Warrants | (5,865,000) | |
Class A ordinary shares issuance costs | (12,916,743) | |
Remeasurement of Class A ordinary shares to redemption amount | 28,895,374 | |
Common Class A Subject To Redemption | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Class A ordinary shares subject to possible redemption as of December 31, 2022 | $ 240,113,631 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income (Loss) per Ordinary Share (Details) - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | ||
Class A ordinary shares | |||
Numerator: | |||
Allocation of net (loss) income | $ 9,995,866 | ||
Denominator | |||
Basic weighted average ordinary shares outstanding | 22,558,904 | ||
Diluted weighted average ordinary shares outstanding | 22,558,904 | ||
Basic net (loss) income per ordinary share | $ 0.44 | ||
Diluted net (loss) income per ordinary share | $ 0.44 | ||
Common Class B | |||
Numerator: | |||
Allocation of net (loss) income | $ (268,389) | $ 2,541,456 | |
Denominator | |||
Basic weighted average ordinary shares outstanding | [1] | 5,000,000 | 5,735,616 |
Diluted weighted average ordinary shares outstanding | 5,000,000 | 5,735,616 | |
Basic net (loss) income per ordinary share | $ (0.05) | $ 0.44 | |
Diluted net (loss) income per ordinary share | $ (0.05) | $ 0.44 | |
[1] Excludes an aggregate of up to 750,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). On October 31, 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares, reducing the total number of Class B ordinary shares outstanding to 5,750,000 Class B ordinary shares. These financial statements have been retroactively adjusted to reflect this reduction in share capitalization (see Notes 5 and 8). |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | 12 Months Ended | |
Jan. 07, 2022 | Dec. 31, 2022 | |
INITIAL PUBLIC OFFERING | ||
Share price | $ 10.30 | |
Purchase price, per unit | $ 10 | |
Number of shares issuable per warrant | 1 | |
Class A ordinary shares | ||
INITIAL PUBLIC OFFERING | ||
Number of shares in a unit | 1 | |
Public Warrants | ||
INITIAL PUBLIC OFFERING | ||
Threshold minimum percentage of gross proceeds on total equity proceeds (as a percent) | 60% | |
Exercise market value per unit | $ 9.20 | |
Number of trading days on which fair market value of shares is reported | 20 days | |
Agreed business days after the closing of the initial Business Combination | 20 days | |
Warrants exercisable term after the completion of a business combination | 30 days | |
Public Warrants expiration term | 5 years | |
Period of time within which registration statement is expected to become effective | 60 days | |
Public Warrants | Class A ordinary shares | ||
INITIAL PUBLIC OFFERING | ||
Share price | $ 11.50 | |
Number of shares issuable per warrant | 1 | |
Minimum threshold written notice period for redemption of public warrants | 10 days | |
Public Warrants | Maximum | Class A ordinary shares | ||
INITIAL PUBLIC OFFERING | ||
Purchase price, per unit | $ 9.20 | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Public Warrants | ||
INITIAL PUBLIC OFFERING | ||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115% | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Redemption period | 30 days | |
Threshold number of trading days before sending notice of redemption to warrant holders | 3 days | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Public Warrants | Class A ordinary shares | ||
INITIAL PUBLIC OFFERING | ||
Redemption of warrants per share | $ 18 | |
Share price | 18 | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Trading period after business combination used to measure dilution of warrant | 20 days | |
Threshold maximum period for filing registration statement after business combination | 30 days | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | Public Warrants | ||
INITIAL PUBLIC OFFERING | ||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180% | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | Public Warrants | Class A ordinary shares | ||
INITIAL PUBLIC OFFERING | ||
Redemption of warrants per share | $ 10 | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 and is Less Than $18.00 | ||
INITIAL PUBLIC OFFERING | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 and is Less Than $18.00 | Public Warrants | ||
INITIAL PUBLIC OFFERING | ||
Redemption price per public warrant (in dollars per share) | $ 0.10 | |
Threshold number of trading days before sending notice of redemption to warrant holders | 3 days | |
Threshold maximum period for filing registration statement after business combination | 30 days | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 and is Less Than $18.00 | Public Warrants | Class A ordinary shares | ||
INITIAL PUBLIC OFFERING | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |
Trading period after business combination used to measure dilution of warrant | 20 days | |
Initial Public Offering | ||
INITIAL PUBLIC OFFERING | ||
Share price | $ 10 | $ 10.30 |
Number of units sold | 23,000,000 | |
Number of shares in a unit | 1 | |
Number of warrants in a unit | 0.5 | |
Number of shares issuable per warrant | 1 | |
Initial Public Offering | Class A ordinary shares | ||
INITIAL PUBLIC OFFERING | ||
Purchase price, per unit | $ 11.50 | |
Initial Public Offering | Public Warrants | ||
INITIAL PUBLIC OFFERING | ||
Number of units sold | 23,000,000 | |
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 | 3,000,000 | |
Over-allotment option | Public Warrants | ||
INITIAL PUBLIC OFFERING | ||
Number of units sold | 3,000,000 | |
Purchase price, per unit | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | 12 Months Ended | |
Jan. 07, 2022 | Dec. 31, 2022 | |
PRIVATE PLACEMENT | ||
Aggregate purchase price | $ 15,900,000 | |
Fair value of warrant | $ 0.51 | |
Aggregate fair value of warrants | $ 7,791,000 | $ (11,897,000) |
Number of shares per warrant | 1 | |
Private Placement Warrants | ||
PRIVATE PLACEMENT | ||
Number of warrants to purchase shares issued | 15,900,000 | |
Price of warrants | $ 1 | |
Private Placement Warrants | Redemption Of Warrant Price Per Share Equals Or Exceeds10.00 | ||
PRIVATE PLACEMENT | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |
Over-allotment option | Private Placement Warrants | ||
PRIVATE PLACEMENT | ||
Number of warrants to purchase shares issued | 1,500,000 | |
Private Placement | Private Placement Warrants | ||
PRIVATE PLACEMENT | ||
Number of warrants to purchase shares issued | 15,900,000 | |
Price of warrants | $ 1 | |
Aggregate purchase price | $ 15,900,000 | |
Exercise price of warrant | $ 11.50 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | 11 Months Ended | 12 Months Ended | ||||||
Jan. 07, 2022 | Oct. 29, 2021 USD ($) shares | Apr. 24, 2021 USD ($) shares | Feb. 09, 2021 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2022 USD ($) Y $ / shares shares | Oct. 31, 2021 shares | ||
RELATED PARTY TRANSACTIONS | ||||||||
Number of shares issued | 1,980,000 | |||||||
Aggregate purchase price | $ | $ (25,000) | [1] | $ 19,800,000 | |||||
Common Class B | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Shares outstanding (in shares) | 5,750,000 | 5,750,000 | 5,750,000 | |||||
Shares subject to forfeiture | 1,437,500 | |||||||
Founder Shares | Common Class B | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Sponsor granted | 75,000 | |||||||
Founder Shares | Sponsor | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Number of shares transferred (in shares) | 75,000 | |||||||
Fair value of founder shares | $ | $ 225 | $ 900 | $ 3,234 | |||||
Sponsor granted | 300,000 | 1,078,125 | ||||||
Founder Shares | Sponsor | Common Class B | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Number of shares issued | 7,187,500 | |||||||
Aggregate purchase price | $ | $ 25,000 | |||||||
Number of shares transferred (in shares) | 75,000 | |||||||
Aggregate number of shares owned | 6,887,500 | |||||||
Number of shares surrender | 1,437,500 | |||||||
Shares outstanding (in shares) | 5,750,000 | |||||||
Shares subject to forfeiture | 750,000 | |||||||
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 | 20 days | |||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||||
Vesting period | Y | 8 | |||||||
Founder Shares | Sponsor | Common Class B | Upon the completion of an initial business combination | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Vesting percentage | 50% | |||||||
Founder Shares | Sponsor | Common Class B | Upon attainment and maintenance of certain shareholder return targets based on share trading prices and any dividends paid | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Vesting percentage | 25% | |||||||
[1] Includes an aggregate of up to 750,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). On October 31, 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares, reducing the total number of Class B ordinary shares outstanding to 5,750,000 Class B ordinary shares. These financial statements have been retroactively adjusted to reflect this reduction in share capitalization (see Notes 5 and 8). |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Jan. 04, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Sep. 20, 2021 | Feb. 09, 2021 | ||
RELATED PARTY TRANSACTIONS | |||||||
Repayment of promissory note - related party | $ 244,225 | ||||||
Number of shares issued | 1,980,000 | ||||||
Aggregate purchased unit as percentage | 9.90% | ||||||
Purchase price, per unit | $ 10 | ||||||
Aggregate purchase price | $ (25,000) | [1] | $ 19,800,000 | ||||
Promissory Note with Related Party | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Maximum borrowing capacity of related party promissory note | $ 350,000 | $ 300,000 | |||||
Repayment of promissory note - related party | 244,225 | ||||||
Additional borrowing capacity | 0 | ||||||
Administrative support agreement | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Compensation payable accrued | 238,000 | ||||||
Administrative support agreement | Sponsor | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Expenses incurred | 931,500 | ||||||
Expenses paid | $ 1,169,500 | ||||||
Amount of transaction | $ 930,000 | ||||||
Period of agreement | 18 months | ||||||
Expenses per month for office space, utilities and research, analytical, secretarial and administrative support | $ 9,000 | ||||||
Payments | 601,167 | ||||||
Payments for bonuses | 549,000 | ||||||
Payments for administrative support expenses | $ 51,667 | ||||||
Notice for completion of Business Combination or Liquidation | 30 days | ||||||
Administrative support agreement | Mr.Goel | Sponsor | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Annual salary | 312,000 | ||||||
Administrative support agreement | Mr. Coad | Sponsor | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Annual salary | $ 200,000 | ||||||
Related party loans | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Outstanding borrowings under the working capital loans | $ 0 | $ 0 | |||||
Related party loans | Working capital loans warrant | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Loan conversion agreement warrant | $ 2,000,000 | ||||||
Price of warrant | $ 1 | ||||||
[1] Includes an aggregate of up to 750,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). On October 31, 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares, reducing the total number of Class B ordinary shares outstanding to 5,750,000 Class B ordinary shares. These financial statements have been retroactively adjusted to reflect this reduction in share capitalization (see Notes 5 and 8). |
COMMITMENTS & CONTINGENCIES (De
COMMITMENTS & CONTINGENCIES (Details) | 12 Months Ended | |||
Oct. 13, 2022 shares | Jan. 07, 2022 shares | Dec. 31, 2022 USD ($) item $ / shares shares | Dec. 31, 2021 USD ($) | |
COMMITMENTS & CONTINGENCIES | ||||
Maximum number of demands for registration of securities | item | 3 | |||
Deferred fee per unit | $ / shares | $ 0.35 | |||
Deferred underwriting fee payable | $ 8,050,000 | $ 0 | ||
Underwriting cash discount, per unit | $ / shares | $ 0.20 | |||
Underwriter cash discount | $ 4,600,000 | |||
Aggregate underwriter cash discount | $ 600,000 | |||
Number of shares issued | shares | 1,980,000 | |||
Forward purchase agreement | ||||
COMMITMENTS & CONTINGENCIES | ||||
Number of shares subscribed | shares | 3,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 10 | |||
Value of shares subscribed | $ 30,000,000 | |||
Forward purchase agreement | Sponsor [Member] | ||||
COMMITMENTS & CONTINGENCIES | ||||
Number of shares issued | shares | 1,980,000 | |||
Over-allotment option | ||||
COMMITMENTS & CONTINGENCIES | ||||
Underwriting option period | 45 days | |||
Sale of units, net of underwriting discounts (in shares) | shares | 3,000,000 | |||
Aggregate deferred underwriting fee payable | $ 1,050,000 |
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 stock, par value (in dollars 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) | 12 Months Ended | ||
Oct. 31, 2021 shares | Dec. 31, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Sponsor | |||
SHAREHOLDERS' DEFICIT | |||
Threshold conversion ratio of stock | 1 | ||
Class A ordinary shares | |||
SHAREHOLDERS' DEFICIT | |||
Common shares, shares authorized (in shares) | 300,000,000 | 300,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | ||
Common Class A Subject To Redemption | |||
SHAREHOLDERS' DEFICIT | |||
Class A common stock subject to possible redemption, outstanding (in shares) | 23,000,000 | 0 | |
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares | 20% | ||
Common Class A Not Subject To Redemption | |||
SHAREHOLDERS' DEFICIT | |||
Common shares, shares issued (in shares) | 0 | 0 | |
Shares outstanding (in shares) | 0 | 0 | |
Class B Ordinary Shares | |||
SHAREHOLDERS' DEFICIT | |||
Common shares, shares authorized (in shares) | 30,000,000 | 30,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | ||
Common shares, shares issued (in shares) | 5,750,000 | 5,750,000 | |
Shares outstanding (in shares) | 5,750,000 | 5,750,000 | 5,750,000 |
Threshold conversion ratio of stock | 1 | ||
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 20% | ||
Class B Ordinary Shares | Sponsor | |||
SHAREHOLDERS' DEFICIT | |||
Number of shares surrender | 1,437,500 | ||
Class B Ordinary Shares | Over-allotment option | |||
SHAREHOLDERS' DEFICIT | |||
Number of shares subject to forfeiture | 750,000 | 750,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 07, 2022 | Dec. 31, 2021 | |
Assets: | |||
Marketable securities held in Trust | $ 240,113,631 | $ 0 | |
Liabilities: | |||
Warrant liabilities | $ 2,077,000 | $ 0 | |
Common Class A | |||
FAIR VALUE MEASUREMENTS | |||
Number of shares in a unit | 1 | ||
Public Warrants | |||
FAIR VALUE MEASUREMENTS | |||
Number of warrants in a unit | 0.5 | ||
U.S. Treasury Securities | |||
FAIR VALUE MEASUREMENTS | |||
Carrying Value/Amortized Cost | $ 240,113,631 | ||
Gross Unrealized Losses | (6,094) | ||
Fair Value | 240,107,374 | ||
Held-to-maturities in Trust Account | 240,107,374 | ||
Cash held in the Trust Account | 163 | ||
Level 1 | |||
Assets: | |||
Marketable securities held in Trust | 240,113,631 | $ 236,900,000 | |
Level 1 | Public Warrants | |||
Liabilities: | |||
Warrant liabilities | 805,000 | ||
Level 3 | Public Warrants | |||
Liabilities: | |||
Warrant liabilities | 5,865,000 | ||
Level 3 | Private Placement Warrants | |||
Liabilities: | |||
Warrant liabilities | $ 1,272,000 | $ 8,109,000 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value Measurements Inputs (Details) - Level 3 | Dec. 31, 2022 $ / shares Y | Jan. 07, 2022 Y $ / shares |
Risk-free interest rate | Public Warrants | ||
FAIR VALUE MEASUREMENTS | ||
Measurement input | 0.0164 | |
Risk-free interest rate | Private Placement Warrants | ||
FAIR VALUE MEASUREMENTS | ||
Measurement input | 0.0399 | |
Expected term (years) | Public Warrants | ||
FAIR VALUE MEASUREMENTS | ||
Measurement input | Y | 6.50 | |
Expected term (years) | Private Placement Warrants | ||
FAIR VALUE MEASUREMENTS | ||
Measurement input | Y | 5.51 | |
Expected volatility | Public Warrants | ||
FAIR VALUE MEASUREMENTS | ||
Measurement input | 0.072 | |
Expected volatility | Private Placement Warrants | ||
FAIR VALUE MEASUREMENTS | ||
Measurement input | 0.254 | |
Exercise price | Public Warrants | ||
FAIR VALUE MEASUREMENTS | ||
Measurement input | 11.50 | |
Exercise price | Private Placement Warrants | ||
FAIR VALUE MEASUREMENTS | ||
Measurement input | 11.50 | |
Stock price of Class A ordinary share | Public Warrants | ||
FAIR VALUE MEASUREMENTS | ||
Measurement input | 9.83 | |
Stock price of Class A ordinary share | Private Placement Warrants | ||
FAIR VALUE MEASUREMENTS | ||
Measurement input | 10.37 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Changes in the fair value of the Company's level 3 financial instruments (Details) - Level 3 - USD ($) | 12 Months Ended | ||
Jan. 07, 2022 | Jan. 06, 2022 | Dec. 31, 2022 | |
Public Warrants | |||
FAIR VALUE MEASUREMENTS | |||
Initial measurement at January 7, 2022 | $ 5,865,000 | $ 5,865,000 | |
Transfer to Level 1 | $ (2,530,000) | ||
Change in fair value | $ (2,530,000) | ||
Fair Value Recurring Basis Unobservable Input Reconciliation Liability Gain Loss Statement Of Income Extensible List Not Disclosed Flag | true | ||
Fair value at end of period | $ 805,000 | ||
Private Placement Warrants | |||
FAIR VALUE MEASUREMENTS | |||
Initial measurement at January 7, 2022 | $ 8,109,000 | $ 8,109,000 | |
Change in fair value | (6,837,000) | ||
Fair value at end of period | $ 1,272,000 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($) | Jan. 07, 2022 | Jan. 06, 2022 | Dec. 31, 2022 |
Public Warrants | |||
FAIR VALUE MEASUREMENTS | |||
Price per share (in dollars per share) | $ 0.07 | ||
Aggregate fair value | $ 805,000 | ||
Public Warrants | Level 3 | |||
FAIR VALUE MEASUREMENTS | |||
Initial measurement at January 7, 2022 | $ 5,865,000 | $ 5,865,000 | |
Private Placement Warrants | |||
FAIR VALUE MEASUREMENTS | |||
Price per share (in dollars per share) | $ 0.08 | ||
Aggregate fair value | $ 1,272,000 | ||
Private Placement Warrants | Level 3 | |||
FAIR VALUE MEASUREMENTS | |||
Initial measurement at January 7, 2022 | $ 8,109,000 | $ 8,109,000 | |
Price per share (in dollars per share) | $ 0.51 |