Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 21, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | PYROPHYTE ACQUISITION CORP. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 14,005,837 | |
Amendment Flag | false | |
Entity Central Index Key | 0001848756 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | E9 | |
Entity File Number | 001-40957 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 3262 Westheimer Road | |
Entity Address, Address Line Two | Suite 706 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77098 | |
City Area Code | (345) | |
Local Phone Number | 769-4900 | |
Entity Interactive Data Current | Yes | |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | ||
Document Information Line Items | ||
Trading Symbol | PHYT.U | |
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | |
Security Exchange Name | NYSE | |
Class A Ordinary Shares, par value $0.0001 per share | ||
Document Information Line Items | ||
Trading Symbol | PHYT | |
Title of 12(b) Security | Class A Ordinary Shares, par value $0.0001 per share | |
Security Exchange Name | NYSE | |
Redeemable Warrants, each exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share | ||
Document Information Line Items | ||
Trading Symbol | PHYT WS | |
Title of 12(b) Security | Redeemable Warrants, each exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share | |
Security Exchange Name | NYSE |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
ASSETS | ||
Cash | $ 1 | $ 13,372 |
Prepaid expenses | 166,688 | 298,422 |
Due from related party | 49,500 | |
Total current assets | 166,689 | 361,294 |
Investments and cash held in Trust Account | 95,563,986 | 209,651,193 |
Total Assets | 95,730,675 | 210,012,487 |
Current liabilities: | ||
Accounts payable | 7,510 | |
Promissory note – extension loan | 160,000 | |
Promissory note - working capital loan | 71,055 | |
Accrued expenses | 554,610 | 222,020 |
Total current liabilities | 793,175 | 222,020 |
Deferred underwriting fees payable | 8,443,750 | 8,443,750 |
Derivative warrant liabilities | 1,997,613 | 1,516,406 |
Deferred legal fees | 1,743,914 | 1,322,174 |
Total Liabilities | 12,978,452 | 11,504,350 |
Commitments and Contingencies (Note 5) | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 8,973,837 and 20,125,000 shares at $10.64 and 10.41 per share at June 30, 2023 and December 31, 2022, respectively | 95,463,977 | 209,551,185 |
Shareholders’ Deficit | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 5,031,250 and zero shares issued or outstanding at June 30, 2023 and December 31, 2022, respectively (excluding 8,973,837 and 20,125,000 shares subject to possible redemption, respectively) | 503 | |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 0 and 5,031,250 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 503 | |
Additional paid-in capital | ||
Accumulated deficit | (12,712,257) | (11,043,551) |
Total shareholders’ deficit | (12,711,754) | (11,043,048) |
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | $ 95,730,675 | $ 210,012,487 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
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 | ||
Preferred stock, shares outstanding | ||
Class A Ordinary Shares Subject To Possible Redemption | ||
Class A ordinary shares subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Class A ordinary shares subject to possible redemption, shares authorized | 8,973,837 | 20,125,000 |
Class A ordinary shares subject to possible redemption, shares issued | 10.64 | 10.41 |
Class A ordinary shares subject to possible redemption, shares outstanding | 10.64 | 10.41 |
Class A Ordinary Shares | ||
Class A ordinary shares subject to possible redemption, shares authorized | 20,125,000 | |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 |
Ordinary shares, shares issued | 5,031,250 | |
Ordinary shares, shares outstanding | 5,031,250 | |
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued | 0 | 5,031,250 |
Ordinary shares, shares outstanding | 0 | 5,031,250 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
General and administrative expenses | $ 594,735 | $ 446,213 | $ 1,027,500 | $ 1,779,811 |
Loss from operations | (594,735) | (446,213) | (1,027,500) | (1,779,811) |
Change in fair value of derivative warrant liabilities | 428,637 | 3,064,897 | (481,207) | 5,441,268 |
Gain on investments held in Trust Account | 1,149,558 | 291,044 | 3,497,182 | 367,403 |
Other income | 17 | 17 | ||
Net income | $ 983,460 | $ 2,909,745 | $ 1,988,475 | $ 4,028,877 |
Class A Ordinary Shares Subject to Possible Redemption | ||||
Weighted average shares outstanding of ordinary shares, Basic (in Shares) | 11,792,263 | 20,125,000 | 15,935,613 | 20,125,000 |
Basic and diluted net income per share (in Dollars per share) | $ 0.06 | $ 0.12 | $ 0.09 | $ 0.16 |
Non-Redeemable Ordinary Shares | ||||
Weighted average shares outstanding of ordinary shares, Basic (in Shares) | 5,031,250 | 5,031,250 | 5,031,250 | 5,031,250 |
Basic and diluted net income per share (in Dollars per share) | $ 0.06 | $ 0.12 | $ 0.09 | $ 0.16 |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Class A Ordinary Shares Subject to Possible Redemption | ||||
Weighted average shares outstanding of ordinary shares, Diluted | 11,792,263 | 20,125,000 | 15,935,613 | 20,125,000 |
Diluted net income per share | $ 0.06 | $ 0.12 | $ 0.09 | $ 0.16 |
Non-Redeemable Ordinary Shares | ||||
Weighted average shares outstanding of ordinary shares, Diluted | 5,031,250 | 5,031,250 | 5,031,250 | 5,031,250 |
Diluted net income per share | $ 0.06 | $ 0.12 | $ 0.09 | $ 0.16 |
Condensed Statements of Ordinar
Condensed Statements of Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit (Unaudited) - USD ($) | Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares | Class B Ordinary Shares | Accumulated Deficit | Additional Paid-In Capital | Total |
Balance at Dec. 31, 2021 | $ 206,281,250 | $ 503 | $ (18,416,733) | $ (18,416,230) | ||
Balance (in Shares) at Dec. 31, 2021 | 20,125,000 | 5,031,250 | ||||
Net income | 1,119,132 | 1,119,132 | ||||
Balance at Mar. 31, 2022 | $ 206,281,250 | $ 503 | (17,297,601) | (17,297,098) | ||
Balance (in Shares) at Mar. 31, 2022 | 20,125,000 | 5,031,250 | ||||
Balance at Dec. 31, 2021 | $ 206,281,250 | $ 503 | (18,416,733) | (18,416,230) | ||
Balance (in Shares) at Dec. 31, 2021 | 20,125,000 | 5,031,250 | ||||
Net income | 4,028,877 | |||||
Balance at Jun. 30, 2022 | $ 206,566,699 | $ 503 | (14,673,305) | (14,672,802) | ||
Balance (in Shares) at Jun. 30, 2022 | 20,125,000 | 5,031,250 | ||||
Balance at Mar. 31, 2022 | $ 206,281,250 | $ 503 | (17,297,601) | (17,297,098) | ||
Balance (in Shares) at Mar. 31, 2022 | 20,125,000 | 5,031,250 | ||||
Remeasurement of Class A ordinary shares to redemption value | $ 285,449 | (285,449) | (285,449) | |||
Net income | 2,909,745 | 2,909,745 | ||||
Balance at Jun. 30, 2022 | $ 206,566,699 | $ 503 | (14,673,305) | (14,672,802) | ||
Balance (in Shares) at Jun. 30, 2022 | 20,125,000 | 5,031,250 | ||||
Balance at Dec. 31, 2022 | $ 209,551,185 | $ 503 | (11,043,551) | (11,043,048) | ||
Balance (in Shares) at Dec. 31, 2022 | 20,125,000 | 5,031,250 | ||||
Remeasurement of Class A ordinary shares to redemption value | $ 2,347,624 | (2,347,624) | (2,347,624) | |||
Net income | 1,005,015 | 1,005,015 | ||||
Balance at Mar. 31, 2023 | $ 211,898,809 | $ 503 | (12,386,160) | (12,385,657) | ||
Balance (in Shares) at Mar. 31, 2023 | 20,125,000 | 5,031,250 | ||||
Balance at Dec. 31, 2022 | $ 209,551,185 | $ 503 | (11,043,551) | (11,043,048) | ||
Balance (in Shares) at Dec. 31, 2022 | 20,125,000 | 5,031,250 | ||||
Net income | 1,988,475 | |||||
Balance at Jun. 30, 2023 | $ 95,463,977 | $ 503 | (12,712,257) | (12,711,754) | ||
Balance (in Shares) at Jun. 30, 2023 | 8,973,837 | 5,031,250 | ||||
Balance at Mar. 31, 2023 | $ 211,898,809 | $ 503 | (12,386,160) | (12,385,657) | ||
Balance (in Shares) at Mar. 31, 2023 | 20,125,000 | 5,031,250 | ||||
Redemption of Class A ordinary shares | $ (117,744,389) | |||||
Redemption of Class A ordinary shares (in Shares) | (11,151,163) | |||||
Conversion of Class B ordinary shares to Class A ordinary shares | $ 503 | $ (503) | ||||
Conversion of Class B ordinary shares to Class A ordinary shares (in Shares) | 5,031,250 | (5,031,250) | ||||
Remeasurement of Class A ordinary shares to redemption value | 1,309,557 | (1,309,557) | (1,309,557) | |||
Net income | 983,460 | 983,460 | ||||
Balance at Jun. 30, 2023 | $ 95,463,977 | $ 503 | $ (12,712,257) | $ (12,711,754) | ||
Balance (in Shares) at Jun. 30, 2023 | 8,973,837 | 5,031,250 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net income | $ 1,988,475 | $ 4,028,877 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Gain on investments held in Trust Account | (3,497,182) | (367,403) |
Change in fair value of derivative warrant liabilities | 481,207 | (5,441,268) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 131,734 | 143,590 |
Due from related party | 49,500 | (15,000) |
Accounts payable | 7,510 | |
Deferred legal fees | 421,740 | 1,137,611 |
Accrued expenses | 332,590 | (57,938) |
Net cash used in operating activities | (84,426) | (571,531) |
Cash Flows from Investing Activities | ||
Redemption of Class A ordinary shares | 117,744,389 | |
Deposit into the Trust Account in connection with Convertible promissory note | (160,000) | |
Net cash provided by investing activities | 117,584,389 | |
Cash Flows from Financing Activities | ||
Redemption of Class A ordinary shares | (117,744,389) | |
Proceeds from Promissory note – extension loan | 160,000 | |
Proceeds from Promissory note – working capital loan | 71,055 | |
Net cash used in financing activities | (117,513,334) | |
Net decrease in cash | (13,371) | (571,531) |
Cash - beginning of period | 13,372 | 966,695 |
Cash - end of period | 1 | 395,164 |
Supplemental disclosure of noncash investing and financing activities: | ||
Remeasurement of Class A ordinary shares to redemption value | $ 3,657,181 | $ 285,449 |
Description of Organization, Bu
Description of Organization, Business Operations, Going Concern and Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Description of Organization, Business Operations, Going Concern and Basis of Presentation | Note 1- Description of Organization, Business Operations, Going Concern and Basis of Presentation Pyrophyte Acquisition Corp. (the “Company”) is a blank check company incorporated in Cayman Islands on February 12, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of June 30, 2023, the Company had not yet commenced any operations. All activity for the period from February 12, 2021 (inception) through June 30, 2023 relates to the Company’s formation and the preparation of the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial business combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company generates non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering. The Company’s sponsor is Pyrophyte Acquisition LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on October 26, 2021. On October 29, 2021, the Company consummated its Initial Public Offering of 20,125,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units offered, the “Public Shares”), including 2,625,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $201,250,000, and incurring $181,216 in other offering costs, $2,625,000 in upfront underwriting fees and $8,443,750 in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 10,156,250 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $10,156,250 (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $206,281,250 ($10.25 per Unit) of the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants were deposited into a trust account (the “Trust Account”) in the United States at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee, to be 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 money market funds meeting certain conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S, government treasury obligations until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. On April 24, 2023 the Company received shareholder approval to amend its Amended and Restated Memorandum and Articles of Association (the “Charter”) to extend (the “Extension”) the date by which it must complete an initial business combination from April 29, 2023 to April 29, 2024 (the “Extended Date”). As a result of the Extension receiving approval for the Company’s shareholders, the Sponsor agreed to loan the Company an amount equal to the lesser of (i) $0.04 per public share multiplied by the number of public shares then outstanding and (ii) $160,000, for each calendar month until the earlier of the completion of a business combination or the date of the Company’s liquidation, beginning on April 30, 2023 (as discussed in Note 4). In connection therewith, the Company issued a convertible promissory note to the Sponsor with a principal amount up to $1.92 million (see Note 4). The shareholders also approved a proposal to amend the Charter to permit the Company’s board of directors (the “Board”), in its sole discretion, to elect to wind up the Company’s operations on an earlier date than the Extended Date as determined by the Board and included in a public announcement. The shareholders also approved a proposal to amend the Charter to eliminate the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 in connection with the Company’s initial business combination. The shareholders also approved a proposal to provide for the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), to convert into Class A ordinary shares (the “Class A ordinary shares”), par value $0.0001 per share, on a one-for-one basis prior to the closing of an initial business combination at the election of the holder. In connection with the vote to approve the Extension, the holders of 11,151,163 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.56 per share, for an aggregate redemption amount of approximately $118 million. In addition, on April 28, 2023, holders of 5,031,250 Class B Ordinary Shares elected to convert such shares into Class A Ordinary Shares on a one-for-one basis for no consideration. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The New York Stock Exchange rules provide that the Business Combination must occur with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholders meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with an initial business combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which public shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. 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 Certificate of Incorporation provides 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 seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The Public Shareholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.25 per 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). The per-share amount to be distributed to Public Shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriter (as discussed in Note 5). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These shares of Class A ordinary share were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Company’s initial shareholders agreed (a) to vote its Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s amended and restated memorandum and articles of association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Placement Warrants (including underlying securities) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the amended and restated memorandum and articles of association relating to shareholders’ rights of pre- Business Combination activity and (d) that the Founder Shares and Private Placement Warrants (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. If the Company is unable to complete a Business Combination by the Extended Date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account, which interest shall be net of taxes payable and $100,000 of interest to pay dissolution expenses, divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirement of applicable law. The representative of the underwriter agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the 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 the Initial Public Offering price per Unit ($10.25). The Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.25 per public share and (ii) the actual amount per public share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.25 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Risk and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. Management continues to evaluate the impact of the COVID-19 outbreak on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. The credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary shares to be adversely affected. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Liquidity and Capital Resources and Going Concern As of June 30, 2023, the Company had $1 in cash and no cash equivalents. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence, and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to an initial business combination. The liquidation deadline for the Company is also within the next twelve months if an initial Business Combination is not consummated. The Company cannot assure that its plans to consummate an initial Business Combination will be successful. As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the liquidity conditions and the proximity to liquidation date raises 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 April 29, 2024. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates are related to the fair value of the warrants. 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows for the periods presented and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods. 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. As of June 30, 2023 and December 31, 2022, the Company had cash of $1 and $13,372, respectively. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Investments and cash held in Trust Account As of June 30, 2023 and December 31, 2022, the assets held in the Trust Account were held in money market funds and cash. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Interest income is included in interest earned on the marketable securities held in the Trust in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary share outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placements to purchase Class A ordinary shares in the calculation of diluted income per share, since their inclusion is contingent on a future event. As a result, diluted income per share is the same as basic income per share for the periods presented. The Company historically has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Upon the conversion event in April 2023 to convert Class B Ordinary shares into Class A Ordinary Shares, the Company now has Class A redeemable and non-redeemable Ordinary Shares. Income and losses are shared pro rata between the redeemable and non-redeemable ordinary shares. Net income per share, basic and diluted for redeemable Class A ordinary shares is calculated by dividing the pro rata allocation of net income to redeemable Class A ordinary shares for the three and six months ended June 30, 2023 and for the three and six months ended June 30, 2022 by the weighted average number of redeemable Class A ordinary shares outstanding for the periods. Net income per share basic and diluted for non-redeemable ordinary shares is calculated by dividing the pro rata allocation of net income to non-redeemable ordinary shares or the three and six months ended June 30, 2023 and for the three and six months ended June 30, 2022 by the weighted average number of non-redeemable ordinary shares outstanding for the periods. Remeasurement associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. A reconciliation of the net income per ordinary share is as follows For The Three For The Three For The Six For The Six Months Ended Months Ended Months Ended Months Ended June 30, June 30, June 30, June 30, Redeemable Class A Ordinary Shares Numerator: Net Income allocable to Redeemable Class A Ordinary Shares $ 689,346 $ 2,327,796 $ 1,511,317 $ 3,223,102 Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares 11,792,263 20,125,000 15,935,613 20,125,000 Basic and diluted net income per share, Class A subject to possible redemption $ 0.06 $ 0.12 $ 0.09 $ 0.16 Non-Redeemable Ordinary Shares Numerator: Net Income allocable to Non-Redeemable Ordinary Shares $ 294,114 $ 581,949 $ 477,158 $ 805,775 Denominator: Weighted Average Share Outstanding, Non-Redeemable Ordinary Shares 5,031,250 5,031,250 5,031,250 5,031,250 Basic and diluted net income per share, non-Redeemable ordinary shares $ 0.06 $ 0.12 $ 0.09 $ 0.16 Class A Ordinary Shares Subject to Possible Redemption All of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. The reconciliation of Class A ordinary shares subject to possible redemption as of June 30, 2023 and December 31, 2022 is as follows: Shares Amount Class A ordinary shares subject to possible redemption at December 31, 2021 20,125,000 $ 206,281,250 Remeasurement of Class A ordinary shares to redemption value — 3,269,935 Class A ordinary shares subject to possible redemption at December 31, 2022 20,125,000 $ 209,551,185 Remeasurement of Class A ordinary shares to redemption value — 3,657,181 Redemption of Class A ordinary shares (11,151,163 ) (117,744,389 ) Class A ordinary shares subject to possible redemption at June 30, 2023 8,973,837 $ 95,463,977 Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Fair Value of Financial Instruments As of June 30, 2023 and December 31, 2022, the carrying values of cash, accounts payable, and accrued expenses, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the balance sheets. The fair value of warrants issued in connection with the Initial Public Offering were initially measured at fair value using a Monte Carlo simulation model for the Public Warrants and Private Placement Warrants. As of June 30, 2023 and December 31, 2022, the fair value of the Public Warrants are now valued based on the listed market price of the Public Warrants since they began trading on December 17, 2021. As of June 30, 2023 and December 31, 2022, the fair value of the Private Placement Warrants were measured by reference to the trading price of the Public Warrants, which is considered to be a Level 2 fair value measurement. Offering Costs Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the relative fair values of the company ordinary shares and its warrants. The costs allocated to warrants were recognized in other expenses and those related to the Company’s ordinary shares were charged to temporary equity. Derivative Instruments The Company does not use derivative instruments to hedge its exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company determined that the conversion option embedded in its Promissory Note – Extension Loan and the Promissory Note – Working Capital (“Promissory Notes”) should be bifurcated and accounted for as a derivative in accordance with ASC 815. However, the exercise price of the underlying warrants was greater than the closing price of the Company’s Class A ordinary shares as of June 30, 2023, and when the Promissory Notes were drawn on. The Company believes that the likelihood of the Sponsor’s exercise of the option to convert the Promissory Notes to warrants is de minimis. As a result, the Company recorded zero The Company issued 10,062,500 Public warrants to purchase Class A ordinary shares to investors in the Company’s Initial Public Offering and simultaneously issued 10,156,250 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re- measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties for the three and six months ended June 30, 2023 and June 30, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statement. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2023 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 - Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 20,125,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A ordinary shares and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A ordinary shares at an exercise price of $11.50 per share. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 – Related Party Transactions Class B Founder Shares On February 24, 2021, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). Up to 750,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment option was exercised. At the close of the Initial Public Offering, the underwriter exercised its overallotment option in full and these Founder Shares were no longer subjected to forfeiture as of October 29, 2021. On September 29, 2021, the Sponsor effected a surrender of 718,750 Class B ordinary shares to the Company for no consideration, resulting in an aggregate of 5,031,250 of Class B ordinary shares outstanding. Prior to the initial investment in the Company of $25,000 by the Sponsor, we had no assets, tangible or intangible. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of Founder Shares issued. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 10,156,250 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $10,156,250. Each warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. Certain proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirement of applicable law) and the Private Placement Warrants will expire worthless. Promissory Note The Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. The promissory note loan was non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the closing of the Initial Public Offering. Upon the consummation of the Initial Public Offering, all outstanding balance under the promissory note was paid in full. As of June 30, 2023 and December 31, 2022, the Company can no longer draw on this promissory note. Convertible Promissory Notes Promissory Note – Extension Loan In connection with the Extension, The Sponsor agreed to loan the Company an amount equal to the lesser of (i) $0.04 per public share multiplied by the number of public shares then outstanding and (ii) $160,000, for each calendar month beginning on April 30, 2023 until the earlier of (i) the completion of a business combination and (ii) the Company’s liquidation (each, a “Contribution”). On April 30, 2023, the Sponsor advanced $160,000 to the Company the first Contribution for the first month of extension. The Sponsor made two additional deposits of $160,000 into the Trust Account on July 11, 2023 and August 8, 2023, in connection with the Company Extension, representing deposits for the second and third months of the agreement. In connection with the first Contribution, on May 4, 2023, the Company issued a convertible promissory note to the Sponsor with a principal amount up to $1.92 million for working capital expenses (as discussed in Note 1). The convertible promissory note bears no interest and is repayable in full upon the earlier of the consummation of the Company’s initial business combination, or the liquidation of the Company. If the Company does not consummate an initial business combination within the Combination Period, the convertible promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Upon maturity, the outstanding principal of the convertible promissory note may be converted into warrants identical to the Private Placement capital warrants, at a price of $1.00 per warrant, at the option of the Sponsor. The Company determined that the conversion option should be bifurcated and accounted for as a derivative in accordance with ASC 815. However, the exercise price of the underlying warrants was greater than the closing price of the Company’s Class A ordinary shares as of June 30, 2023, and when the convertible promissory note was drawn on. The Company believes that the likelihood of the Sponsor’s exercise of the option to convert the convertible promissory note to warrants is de minimis. As a result, the Company recorded zero liability related to the conversion option. As of June 30, 2023, $160,000 has been drawn on the Promissory Note – Extension Loan. Promissory Note – Working Capital Loan In order to finance transaction costs in connection with an initial business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes an initial business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that an initial business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of an initial business combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post-initial business combination entity at a price of $1.00 per warrant. 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 Administrative Support Agreement Commencing on the date of the Initial Public Offering, the Company has paid the Sponsor $15,000 per month for office space, utilities, secretarial and administrative support services provided to the members of the Company’s management team, which included payment of $10,000 per month to our former Chief Financial Officer and Executive Vice President of Business Development. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. On July 1, 2022 the Company amended the administrative support agreement with the Sponsor from $15,000 per month to $5,000 per month. The Company had incurred and paid $30,000 and $90,000 for the six months ended June 30, 2023 and June 30, 2022, respectively, in Sponsor administrative fees. For the six months ended June 30, 2023 and June 30, 2022, the Company reimbursed management $12,940 and $79,600, respectively, for expenses related to acquisition activities. Due from Related Party As of June 30, 2023 and December 31, 2022, the Company was due $0 and $49,500, respectively, from the Sponsor for an overpayment of reimbursable expenses and administrative support fees. |
Commitments & Contingencies
Commitments & Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 5 – Commitments & Contingencies Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any (and any Class A ordinary share issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans), will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement will provide that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock- up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option to purchase up to 2,625,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriter fully exercised the option on October 29, 2021. The underwriter was entitled to a cash underwriting discount of 1.5% of the gross proceeds of the Initial Public Offering, or $2,625,000 in the aggregate, which was paid upon closing of the Initial Public Offering. In addition, the underwriter was entitled to a deferred fee of 4.0% of the gross proceeds of the Initial Public Offering. The deferred fee will become payable to the underwriter 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. Investment Advisory Agreement On November 5, 2021, the Company entered into an investment advisory agreement with Clean Energy Associates, LLC (“Clean Energy”, pursuant to which Clean Energy will serve as an investment advisor in connection with the Company’s initial Business Combination. If the Company enters into a letter of intent with a potential target that has been introduced to it by Clean Energy, it shall pay Clean Energy a cash success fee of $40,000. Clean Energy shall also be paid a retainer of up to $40,000. This agreement was subsequently terminated on January 14, 2023. As of and for the period ended June 30, 2023 and December 31, 2022 there were no amounts incurred and accrued for Clean Energy. Financial Advisory Agreements On March 28, 2022 the Company engaged UBS Securities LLC (“UBS”), the underwriter in the Initial Public Offering, as a financial advisor and capital markets advisor in connection with a specified de-SPAC transaction. The Company will pay UBS a cash fee for such services upon the consummation of such transaction in an amount equal to $3,000,000. The letter of intent related to this agreement expired on July 1, 2022 and as such rendered this agreement void and no future accrual or expense will be booked. The agreement provided for up to $25,000 in reimbursable fees to UBS and as of the expiration date of the agreement, there are no reimbursable fees incurred by the Company. On November 8, 2021 the Company engaged Atrium Partners A/S (“Atrium”), as a financial advisor in relation to the potential acquisition of one or more companies in a specific industry. The Company will pay Atrium a cash fee for such services upon the consummation of such transaction in an amount equal to 1% of the enterprise value of the target company at the time of closing. This agreement was terminated in February 2022. As of and for the three months ended June 30, 2023 and 2022, the Company did not incur or pay any fees related to the Atrium agreement. On September 26, 2022 the Company reengaged Atrium, as a financial advisor in relation to the potential acquisition of one or more companies in a specific industry under the term of the new agreement the Company will pay Atrium a weekly retainer for all weeks they are engaged in the acquisition efforts as well as a success fee for such services upon the consummation of such transaction in an amount equal to 1% of the enterprise value of the target company at the time of closing. For the six months ended June 30, 2023 and 2022 there were $0 and $30,225, respectively, of amounts, as well as 0.75% of any additionally raised capital to fund such transaction, incurred for Atrium under the terms of the new agreement. No expenses were incurred in the three months ended June 30, 2023 and 2022. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Warrant Liabilities [Abstract] | |
Derivative Warrant Liabilities | Note 6 — Derivative Warrant Liabilities The Company accounted for the 20,218,750 Warrants issued in connection with the Initial Public Offering (the 10,062,500 of Public Warrants and the 10,156,250 of Private Placement Warrants) in accordance with the guidance contained in ASC 815- 40 Derivatives and Hedging — Contracts in Entity’s Own Equity Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the Private Placement Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon issuance of the warrants at the closing of the Initial Public Offering. Accordingly, the Company expects to classify each warrant as a liability at its fair value. The Public Warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined with the assistance of a professional independent valuation firm. The warrant liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. The Company will reassess the classification of the warrants at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary share issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under certain circumstances as a result of (i) the Company’s failure to have an effective registration statement by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary share 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 share of Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor 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 Class A ordinary share 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, 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, and the $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants for Class A ordinary share” and “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants, except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including the Class A ordinary share issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial business combination, (iii) they may be exercised by the holders on a cashless basis and (iv) are subject to registration rights. If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A ordinary share and upon completion of such offer, the offeror owns beneficially more than 50% of the outstanding Class A ordinary share the holder of the warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such warrant had been exercised, accepted such offer and all of the Class A ordinary share held by such holder had been purchased pursuant to the offer. If less than 65% of the consideration receivable by the holders of the Class A ordinary share in the applicable event is payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an established over-the-counter market, and if the holder of the warrant properly exercises the warrant within thirty days following the public disclosure of the consummation of the applicable event by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined in the warrant agreement) minus (B) the value of the warrant based on the Black-Scholes Warrant Value for a Capped American Call on Bloomberg Financial Markets. Redemption of warrants when the price per share of Class A ordinary share equals or exceeds $18.00 ● 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; and ● if, and only if, the last reported sale price (the “closing price”) of Class A ordinary share equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public Warrants — Redemption Procedures — Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary share issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary share is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. Redemption of warrants when the price per share of Class A ordinary share equals or exceeds $10.00: ● in whole and not in part; ● at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities — Warrants — Public Warrants” based on the redemption date and the “fair market value” of Class A ordinary share (as defined below) except as otherwise described in “Description of Securities — Warrants — Public Warrants”; and; ● if, and only if, the closing price of Class A ordinary share equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public Warrants — Redemption Procedures — Anti-dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and ● if the closing price of the Class A ordinary share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public Warrants — Redemption Procedures — Anti-dilution Adjustments”), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Shareholders_ Deficit
Shareholders’ Deficit | 6 Months Ended |
Jun. 30, 2023 | |
Shareholders' Deficit [Abstract] | |
Shareholders’ Deficit | Note 7 – Shareholders’ Deficit Preference shares - The Company is authorized to issue 1,000,000 shares of preference shares, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2023 and December 31, 2022, there were no shares of preference shares issued or outstanding. Class A ordinary shares - The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of June 30, 2023 and December 31, 2022, there were no Class A ordinary shares issued or outstanding (excluding 8,973,837 and 20,125,000 Class A ordinary shares subject to possible redemption, respectively). Class B ordinary shares - The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. On September 29, 2021, the Sponsor surrendered 718,750 Founder Shares to us for cancelation for no consideration, resulting an aggregate of 5,031,250 Founder Shares outstanding. On April 24, 2023, in connection with the Company’s extraordinary meeting, passed an amendment to the Company’s Charter allowing Class B shareholders the right to convert their shares into Class A ordinary shares at the election of the holder. As a result of this amendment, all Class B ordinary shareholders elected to convert their shares into Class A ordinary shares thus reducing the number of Class B ordinary shares issued and outstanding to zero. As of June 30, 2023 and December 31, 2022, there were 0 and 5,031,250 Class B ordinary shares issued and outstanding, respectively. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 8 – Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2023 by level within the fair value hierarchy: Level 1 Level 2 Level 3 Assets: Investments and cash held in trust account $ 95,563,986 $ — $ — Liabilities: Public warrants $ — $ 994,175 $ — Private placement warrants — 1,003,438 — The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 by level within the fair value hierarchy: Level 1 Level 2 Level 3 Assets: Investments and cash held in trust account $ 209,651,193 $ — $ — Liabilities: Public warrants $ 754,687 $ — $ — Private placement warrants — 761,719 — The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement, since December 17, 2021, which was the date the Public Warrants detached from the Units. The close price of the Public Warrants on the New York Stock Exchange was used as the primary input to the fair value of the Public Warrants as of each relevant date subsequent to December 17, 2021. The measurement of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. The subsequent measurements of the Private Placement Warrants after the detachment of the Public Warrants from the Units are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. There was zero trading volume of the Company’s public warrants on June 30, 2023, a level 2 measurement. The fair value of the Private Placement Warrants has subsequently been measured by reference to the trading price of the Public Warrants, which is considered to be a Level 2 fair value measurement. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. For the three months ended June 30, 2023, the public warrants were transferred from level 1 to level 2 due to there being zero trading volume on June 30, 2023. For the six months ended June 30, 2022, the private warrants transferred from level 3 to level 2 as the Company referenced to the price of the public warrant rather than a level 3 input. There were no other transfers to/from any level for the three and six months ended June 30, 2023 and 2022. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the unaudited condensed financial statements were issued. The Company did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements, excluding the item discussed below. On July 11, 2023, in connection with the Company extension arrangement, the Sponsor advanced $160,000 to the Company as the second Contribution for the second month of extension. On August 8, 2023, the Sponsor advanced an additional $160,000 to the Company, in connection with the Extension Company extension arrangement, as the third Contribution for the third month of extension. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates are related to the fair value of the warrants. 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows for the periods presented and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods. |
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. As of June 30, 2023 and December 31, 2022, the Company had cash of $1 and $13,372, respectively. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Investments and cash held in Trust Account | Investments and cash held in Trust Account As of June 30, 2023 and December 31, 2022, the assets held in the Trust Account were held in money market funds and cash. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Interest income is included in interest earned on the marketable securities held in the Trust in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Net Income Per Ordinary Share | Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary share outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placements to purchase Class A ordinary shares in the calculation of diluted income per share, since their inclusion is contingent on a future event. As a result, diluted income per share is the same as basic income per share for the periods presented. The Company historically has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Upon the conversion event in April 2023 to convert Class B Ordinary shares into Class A Ordinary Shares, the Company now has Class A redeemable and non-redeemable Ordinary Shares. Income and losses are shared pro rata between the redeemable and non-redeemable ordinary shares. Net income per share, basic and diluted for redeemable Class A ordinary shares is calculated by dividing the pro rata allocation of net income to redeemable Class A ordinary shares for the three and six months ended June 30, 2023 and for the three and six months ended June 30, 2022 by the weighted average number of redeemable Class A ordinary shares outstanding for the periods. Net income per share basic and diluted for non-redeemable ordinary shares is calculated by dividing the pro rata allocation of net income to non-redeemable ordinary shares or the three and six months ended June 30, 2023 and for the three and six months ended June 30, 2022 by the weighted average number of non-redeemable ordinary shares outstanding for the periods. Remeasurement associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. A reconciliation of the net income per ordinary share is as follows For The Three For The Three For The Six For The Six Months Ended Months Ended Months Ended Months Ended June 30, June 30, June 30, June 30, Redeemable Class A Ordinary Shares Numerator: Net Income allocable to Redeemable Class A Ordinary Shares $ 689,346 $ 2,327,796 $ 1,511,317 $ 3,223,102 Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares 11,792,263 20,125,000 15,935,613 20,125,000 Basic and diluted net income per share, Class A subject to possible redemption $ 0.06 $ 0.12 $ 0.09 $ 0.16 Non-Redeemable Ordinary Shares Numerator: Net Income allocable to Non-Redeemable Ordinary Shares $ 294,114 $ 581,949 $ 477,158 $ 805,775 Denominator: Weighted Average Share Outstanding, Non-Redeemable Ordinary Shares 5,031,250 5,031,250 5,031,250 5,031,250 Basic and diluted net income per share, non-Redeemable ordinary shares $ 0.06 $ 0.12 $ 0.09 $ 0.16 |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption All of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. The reconciliation of Class A ordinary shares subject to possible redemption as of June 30, 2023 and December 31, 2022 is as follows: Shares Amount Class A ordinary shares subject to possible redemption at December 31, 2021 20,125,000 $ 206,281,250 Remeasurement of Class A ordinary shares to redemption value — 3,269,935 Class A ordinary shares subject to possible redemption at December 31, 2022 20,125,000 $ 209,551,185 Remeasurement of Class A ordinary shares to redemption value — 3,657,181 Redemption of Class A ordinary shares (11,151,163 ) (117,744,389 ) Class A ordinary shares subject to possible redemption at June 30, 2023 8,973,837 $ 95,463,977 |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As of June 30, 2023 and December 31, 2022, the carrying values of cash, accounts payable, and accrued expenses, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the balance sheets. The fair value of warrants issued in connection with the Initial Public Offering were initially measured at fair value using a Monte Carlo simulation model for the Public Warrants and Private Placement Warrants. As of June 30, 2023 and December 31, 2022, the fair value of the Public Warrants are now valued based on the listed market price of the Public Warrants since they began trading on December 17, 2021. As of June 30, 2023 and December 31, 2022, the fair value of the Private Placement Warrants were measured by reference to the trading price of the Public Warrants, which is considered to be a Level 2 fair value measurement. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the relative fair values of the company ordinary shares and its warrants. The costs allocated to warrants were recognized in other expenses and those related to the Company’s ordinary shares were charged to temporary equity. |
Derivative Instruments | Derivative Instruments The Company does not use derivative instruments to hedge its exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company determined that the conversion option embedded in its Promissory Note – Extension Loan and the Promissory Note – Working Capital (“Promissory Notes”) should be bifurcated and accounted for as a derivative in accordance with ASC 815. However, the exercise price of the underlying warrants was greater than the closing price of the Company’s Class A ordinary shares as of June 30, 2023, and when the Promissory Notes were drawn on. The Company believes that the likelihood of the Sponsor’s exercise of the option to convert the Promissory Notes to warrants is de minimis. As a result, the Company recorded zero The Company issued 10,062,500 Public warrants to purchase Class A ordinary shares to investors in the Company’s Initial Public Offering and simultaneously issued 10,156,250 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re- measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties for the three and six months ended June 30, 2023 and June 30, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of reconciliation of the net income per ordinary share | For The Three For The Three For The Six For The Six Months Ended Months Ended Months Ended Months Ended June 30, June 30, June 30, June 30, Redeemable Class A Ordinary Shares Numerator: Net Income allocable to Redeemable Class A Ordinary Shares $ 689,346 $ 2,327,796 $ 1,511,317 $ 3,223,102 Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares 11,792,263 20,125,000 15,935,613 20,125,000 Basic and diluted net income per share, Class A subject to possible redemption $ 0.06 $ 0.12 $ 0.09 $ 0.16 Non-Redeemable Ordinary Shares Numerator: Net Income allocable to Non-Redeemable Ordinary Shares $ 294,114 $ 581,949 $ 477,158 $ 805,775 Denominator: Weighted Average Share Outstanding, Non-Redeemable Ordinary Shares 5,031,250 5,031,250 5,031,250 5,031,250 Basic and diluted net income per share, non-Redeemable ordinary shares $ 0.06 $ 0.12 $ 0.09 $ 0.16 |
Schedule of reconciliation of Class A ordinary shares subject to possible redemption | Shares Amount Class A ordinary shares subject to possible redemption at December 31, 2021 20,125,000 $ 206,281,250 Remeasurement of Class A ordinary shares to redemption value — 3,269,935 Class A ordinary shares subject to possible redemption at December 31, 2022 20,125,000 $ 209,551,185 Remeasurement of Class A ordinary shares to redemption value — 3,657,181 Redemption of Class A ordinary shares (11,151,163 ) (117,744,389 ) Class A ordinary shares subject to possible redemption at June 30, 2023 8,973,837 $ 95,463,977 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of financial assets and liabilities that are measured at fair value on a recurring basis | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis Level 1 Level 2 Level 3 Assets: Investments and cash held in trust account $ 95,563,986 $ — $ — Liabilities: Public warrants $ — $ 994,175 $ — Private placement warrants — 1,003,438 — Level 1 Level 2 Level 3 Assets: Investments and cash held in trust account $ 209,651,193 $ — $ — Liabilities: Public warrants $ 754,687 $ — $ — Private placement warrants — 761,719 — |
Description of Organization, _2
Description of Organization, Business Operations, Going Concern and Basis of Presentation (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||||||
Aug. 08, 2023 | Jul. 11, 2023 | Apr. 30, 2023 | Oct. 29, 2021 | Oct. 29, 2021 | Jun. 30, 2023 | Apr. 28, 2023 | Dec. 31, 2022 | Feb. 24, 2021 | |
Description of Organization, Business Operations, Going Concern and Basis of Presentation (Details) [Line Items] | |||||||||
Purchase price, per unit (in Dollars per share) | $ 9.2 | ||||||||
Gross proceeds | $ 201,250,000 | ||||||||
Other offering costs | $ 181,216 | 181,216 | |||||||
Underwriting fees | 2,625,000 | ||||||||
Underwriting fees | $ 8,443,750 | $ 8,443,750 | $ 8,443,750 | $ 8,443,750 | |||||
Price per private placement warrant (in Dollars per share) | $ 1 | ||||||||
Generating proceeds | $ 10,156,250 | ||||||||
Public price per share (in Dollars per share) | $ 0.04 | ||||||||
Business combination liquidation | $ 160,000 | $ 160,000 | $ 160,000 | $ 160,000 | |||||
Principal amount | 1,920,000 | ||||||||
Net tangible assets | $ 5,000,001 | ||||||||
Shares exercised (in Shares) | 11,151,163 | ||||||||
Cash at redemption price (in Dollars per share) | $ 10.56 | ||||||||
Aggregate redemption | $ 118,000,000 | ||||||||
Aggregate fair market rate | 80% | ||||||||
Net tangible assets of least | $ 5,000,001 | ||||||||
Redemption rights rate | 15% | ||||||||
Pro rata interest earned per share (in Dollars per share) | $ 10.25 | ||||||||
Interest to pay dissolution expenses | $ 100,000 | ||||||||
Public per share (in Dollars per share) | $ 10.25 | ||||||||
Liquidation public per share (in Dollars per share) | $ 10.25 | ||||||||
Cash | $ 1 | ||||||||
IPO [Member] | |||||||||
Description of Organization, Business Operations, Going Concern and Basis of Presentation (Details) [Line Items] | |||||||||
Share issued (in Shares) | 20,125,000 | 20,125,000 | |||||||
Initial public offering per unit (in Dollars per share) | $ 10.25 | ||||||||
Over-Allotment Units [Member] | |||||||||
Description of Organization, Business Operations, Going Concern and Basis of Presentation (Details) [Line Items] | |||||||||
Additional units of public shares (in Shares) | 2,625,000 | ||||||||
Purchase price, per unit (in Dollars per share) | $ 10 | $ 10 | |||||||
Private Placement Warrants [Member] | |||||||||
Description of Organization, Business Operations, Going Concern and Basis of Presentation (Details) [Line Items] | |||||||||
Warrants issued (in Shares) | 10,156,250 | ||||||||
Generating proceeds | $ 10,156,250 | ||||||||
Initial public offering | $ 206,281,250 | ||||||||
Initial public offering per unit (in Dollars per share) | $ 10.25 | ||||||||
Class B Ordinary Shares [Member] | |||||||||
Description of Organization, Business Operations, Going Concern and Basis of Presentation (Details) [Line Items] | |||||||||
Purchase price, per unit (in Dollars per share) | $ 0.004 | ||||||||
Ordinary shares, par value (in Dollars per share) | 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Convertible share (in Shares) | 5,031,250 | ||||||||
Class A Ordinary Shares [Member] | |||||||||
Description of Organization, Business Operations, Going Concern and Basis of Presentation (Details) [Line Items] | |||||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Shares exercised (in Shares) | 11,151,163 | ||||||||
Business Combination [Member] | |||||||||
Description of Organization, Business Operations, Going Concern and Basis of Presentation (Details) [Line Items] | |||||||||
Outstanding voting securities rate | 50% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Cash equivalents | $ 1 | $ 13,372 |
Federal depository insurance | 250,000 | |
Conversion option on promissory notes | ||
Promissory note extension loan | 160,000 | |
Promissory note working capital | $ 71,055 | |
Class A Ordinary Shares [Member] | Private Placement [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Warrants issued (in Shares) | 10,156,250 | |
Class A Ordinary Shares [Member] | Public Warrants [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Warrants issued (in Shares) | 10,062,500 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of the net income per ordinary share - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Redeemable Class A Ordinary Shares [Member] | ||||
Redeemable Class A Ordinary Shares | ||||
Net Income allocable to Redeemable | $ 689,346 | $ 2,327,796 | $ 1,511,317 | $ 3,223,102 |
Weighted Average Share Outstanding | 11,792,263 | 20,125,000 | 15,935,613 | 20,125,000 |
Class A Subject to Possible Redemption [Member] | ||||
Redeemable Class A Ordinary Shares | ||||
Basic net income per share | $ 0.06 | $ 0.12 | $ 0.09 | $ 0.16 |
Non-Redeemable Ordinary Shares [Member] | ||||
Redeemable Class A Ordinary Shares | ||||
Net Income allocable to Redeemable | $ 294,114 | $ 581,949 | $ 477,158 | $ 805,775 |
Weighted Average Share Outstanding | 5,031,250 | 5,031,250 | 5,031,250 | 5,031,250 |
Basic net income per share | $ 0.06 | $ 0.12 | $ 0.09 | $ 0.16 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of the net income per ordinary share (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Class A Subject to Possible Redemption [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of the net income per ordinary share (Parentheticals) [Line Items] | ||||
Diluted net income per share | $ 0.06 | $ 0.12 | $ 0.09 | $ 0.16 |
Non-Redeemable Ordinary Shares [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of the net income per ordinary share (Parentheticals) [Line Items] | ||||
Diluted net income per share | $ 0.06 | $ 0.12 | $ 0.09 | $ 0.16 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of Class A ordinary shares subject to possible redemption - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule Of Reconciliation Of Class AOrdinary Shares Subject To Possible Redemption Abstract | ||
Class A ordinary shares subject to possible redemption | 8,973,837 | 20,125,000 |
Class A ordinary shares subject to possible redemption | $ 209,551,185 | $ 206,281,250 |
Remeasurement of Class A ordinary shares to redemption value | ||
Remeasurement of Class A ordinary shares to redemption value | $ 3,657,181 | $ 3,269,935 |
Redemption of Class A ordinary shares | (11,151,163) | |
Redemption of Class A ordinary shares | $ (117,744,389) | |
Class A ordinary shares subject to possible redemption | $ 95,463,977 | $ 209,551,185 |
Initial Public Offering (Detail
Initial Public Offering (Details) - Class A Ordinary Shares [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
IPO [Member] | |
Initial Public Offering (Details) [Line Items] | |
Shares issued | 20,125,000 |
Sale of stock price, per share (in Dollars per share) | $ / shares | $ 10 |
Public Warrants [Member] | |
Initial Public Offering (Details) [Line Items] | |
Ordinary shares issued | 1 |
Number of shares issuable per warrant | 1 |
Exercise price per share (in Dollars per share) | $ / shares | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Aug. 08, 2023 | Jul. 11, 2023 | May 04, 2023 | Apr. 30, 2023 | Jul. 01, 2022 | Sep. 29, 2021 | Feb. 24, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Related Party Transactions (Details) [Line Items] | ||||||||||
Purchase price per unit (in Dollars per share) | $ 9.2 | |||||||||
Forfeiture shares (in Shares) | 750,000 | |||||||||
Ordinary shares (in Shares) | 718,750 | |||||||||
Aggregate shares outstanding (in Shares) | 5,031,250 | |||||||||
Initial investment | $ 25,000 | |||||||||
Warrants issued (in Shares) | 10,156,250 | |||||||||
Warrants price per share (in Dollars per share) | $ 1 | |||||||||
Generating proceeds | $ 10,156,250 | |||||||||
Price per share (in Dollars per share) | $ 1 | |||||||||
Debt expenses | $ 300,000 | |||||||||
Public per share (in Dollars per share) | $ 0.04 | |||||||||
Related party amount | $ 160,000 | |||||||||
Company deposits | $ 160,000 | $ 160,000 | 160,000 | $ 160,000 | ||||||
Price per warrant (in Dollars per share) | $ 1 | |||||||||
Other expenses | 160,000 | |||||||||
Working capital loans | 1,500,000 | |||||||||
Borrowings | ||||||||||
Working Capital Loan | 71,055 | 0 | ||||||||
Cash payment | 10,000 | |||||||||
Administrative payments | $ 5,000 | |||||||||
Cash incurred paid | 30,000 | $ 90,000 | ||||||||
Reimbursed management expenses | 12,940 | $ 79,600 | ||||||||
Administrative support fees | $ 0 | $ 49,500 | ||||||||
Private Placement Warrants [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Warrants issued (in Shares) | 10,156,250 | |||||||||
Generating proceeds | $ 10,156,250 | |||||||||
Sponsor [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Sponsor advanced amount | $ 160,000 | |||||||||
Principal amount | $ 1,920,000 | |||||||||
Administrative payments | $ 15,000 | |||||||||
Initial Public Offering [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Warrants issued (in Shares) | 20,218,750 | |||||||||
Other expenses | $ 15,000 | |||||||||
Class B ordinary shares [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Aggregate purchase price | $ 25,000 | |||||||||
Purchase price per unit (in Dollars per share) | $ 0.004 | |||||||||
Aggregate shares outstanding (in Shares) | 5,750,000 | |||||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Class A Ordinary Shares [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Ordinary shares, par value (in Dollars per share) | 0.0001 | $ 0.0001 | ||||||||
Price per share (in Dollars per share) | $ 11.5 | |||||||||
Class A Ordinary Shares [Member] | Private Placement Warrants [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Warrants issued (in Shares) | 1 | |||||||||
Class A Ordinary Shares [Member] | Initial Public Offering [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Aggregate shares outstanding (in Shares) | 20,125,000 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Jul. 01, 2022 | Nov. 05, 2021 | Mar. 28, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 26, 2022 | Nov. 08, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |||||||||
Additional units (in Shares) | 2,625,000 | ||||||||
Underwriting discount rate | 1.50% | ||||||||
Gross proceeds | $ 2,625,000 | ||||||||
Deferred fee, percentage | 4% | 4% | |||||||
Cash fees | $ 40,000 | ||||||||
Retainer paid | $ 40,000 | ||||||||
Transaction amount | $ 3,000,000 | ||||||||
Reimbursable fees | $ 25,000 | ||||||||
Transaction equal, percentage | 1% | 1% | |||||||
Incurred paid | $ 0 | $ 30,225 | $ 0 | $ 30,225 | |||||
Capital, percentage | 0.75% |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Warrants issued (in Shares) | shares | 10,156,250 |
Public warrants exercisable | 30 days |
Warrants price, per share | $ 1 |
Warrants exercisable term | 5 years |
Shares issued price, per share | $ 9.2 |
Percentage of aggregate gross proceeds | 60% |
Threshold trading days determining volume weighted average price | 20 years |
Adjustment of exercise price of warrants based on market value | 115% |
Ordinary shares equals or exceeds per share | $ 18 |
Price per warrants | $ 1 |
IPO [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Warrants issued (in Shares) | shares | 20,218,750 |
Public Warrants [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Warrants issued (in Shares) | shares | 10,062,500 |
Private Placement Warrants [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Warrants issued (in Shares) | shares | 10,156,250 |
Redemption of Warrants [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Ordinary shares equals or exceeds per share | $ 10 |
Price per warrants | 0.1 |
Redemption of warrants | 10 |
Warrant [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Warrants price, per share | 9.2 |
Ordinary shares equals or exceeds per share | 18 |
Price per warrants | $ 0.01 |
Minimum [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Adjustment of exercise price of warrants based on market value | 100% |
Stock price trigger for redemption of public warrants | $ 10 |
Maximum [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Adjustment of exercise price of warrants based on market value | 180% |
Stock price trigger for redemption of public warrants | $ 18 |
Class A Ordinary Shares [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Warrants price, per share | $ 11.5 |
Percentage of adjustment of redemption price of stock based on market value | 65% |
Ordinary shares equals or exceeds per share | $ 18 |
Class A Ordinary Shares [Member] | Private Placement Warrants [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Warrants issued (in Shares) | shares | 1 |
Class A Ordinary Shares [Member] | Redemption of Warrants [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Warrants price, per share | $ 10 |
Ownership [Member] | Class A Ordinary Shares [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Percentage of adjustment of redemption price of stock based on market value | 50% |
Shareholders_ Deficit (Details)
Shareholders’ Deficit (Details) - $ / shares | Sep. 29, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Feb. 24, 2021 |
Shareholders’ Deficit (Details) [Line Items] | ||||
Preference shares, authorized | 1,000,000 | 1,000,000 | ||
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Ordinary shares issued | 8,973,837 | |||
Class A ordinary shares [Member] | ||||
Shareholders’ Deficit (Details) [Line Items] | ||||
Common shares, authorized | 200,000,000 | 200,000,000 | ||
Common shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Redemption share | 20,125,000 | |||
Ordinary shares issued | 5,031,250 | |||
Ordinary shares outstanding | 5,031,250 | |||
Class B Ordinary Shares [Member] | ||||
Shareholders’ Deficit (Details) [Line Items] | ||||
Common shares, authorized | 20,000,000 | 20,000,000 | ||
Common shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Shares surrendered | 718,750 | |||
Aggregate shares outstanding | 5,031,250 | |||
Ordinary shares issued | 0 | 5,031,250 | ||
Ordinary shares outstanding | 0 | 5,031,250 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of financial assets and liabilities that are measured at fair value on a recurring basis - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Level 1 [Member] | ||
Assets: | ||
Investments and cash held in trust account | $ 95,563,986 | $ 209,651,193 |
Level 1 [Member] | Private Placement [Member] | ||
Liabilities: | ||
Warrants liability | ||
Level 1 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Warrants liability | 754,687 | |
Level 2 [Member] | ||
Assets: | ||
Investments and cash held in trust account | ||
Level 2 [Member] | Private Placement [Member] | ||
Liabilities: | ||
Warrants liability | 1,003,438 | 761,719 |
Level 2 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Warrants liability | 994,175 | |
Level 3 [Member] | ||
Assets: | ||
Investments and cash held in trust account | ||
Level 3 [Member] | Private Placement [Member] | ||
Liabilities: | ||
Warrants liability | ||
Level 3 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Warrants liability |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Aug. 08, 2023 | Jul. 11, 2023 |
Subsequent Event [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Company extension arrangement | $ 160,000 | $ 160,000 |