Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 19, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | 10X Capital Venture Acquisition Corp. III | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001848948 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
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 File Number | 001-41216 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1611637 | |
Entity Address, Address Line One | 1 World Trade Center | |
Entity Address, Address Line Two | 85th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10007 | |
City Area Code | (212) | |
Local Phone Number | 257-0069 | |
Entity Interactive Data Current | Yes | |
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | ||
Document Information Line Items | ||
Trading Symbol | VCXB.U | |
Title of 12(b) Security | Units, each consisting of one Class A ordinary share 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 | VCXB | |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Security Exchange Name | NYSE | |
Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | ||
Document Information Line Items | ||
Trading Symbol | VCXB WS | |
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | |
Security Exchange Name | NYSE | |
Class A Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 5,209,190 | |
Class B Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 10,000,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 25,371 | $ 67,093 |
Prepaid expenses | 79,547 | 126,224 |
Due from Sponsor | 2,967,031 | |
Total current assets | 3,071,949 | 193,317 |
Investments held in Trust Account | 42,139,444 | 308,661,515 |
Total Assets | 45,211,393 | 308,854,832 |
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit: | ||
Current liabilities: | ||
Accounts payable | 557,293 | 676,349 |
Accrued expenses | 2,332,119 | 1,680,447 |
Promissory note - related party | 250,000 | |
Class A ordinary shares tendered for redemption | 266,701,252 | |
Total current liabilities | 2,889,412 | 269,308,048 |
Deferred underwriting commissions | 14,280,000 | 14,280,000 |
Total Liabilities | 17,169,412 | 283,588,048 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption; 4,056,190 and 30,000,000 shares outstanding at redemption value of approximately $10.36 and $10.29 per share as of March 31, 2023 and December 31, 2022, respectively. | 42,039,444 | 41,860,263 |
Shareholders’ Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding as of March 31, 2023 and December 31, 2022, respectively | ||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,153,000 non-redeemable shares issued and outstanding as of March 31, 2023 (unaudited) and December 31, 2022 | 115 | 115 |
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 10,000,000 shares issued and outstanding as of March 31, 2023 (unaudited) and December 31, 2022 | 1,000 | 1,000 |
Additional paid-in capital | ||
Accumulated deficit | (13,998,578) | (16,594,594) |
Total Shareholders’ Deficit | (13,997,463) | (16,593,479) |
Total Liabilities, Class A Ordinary Shares Subject to Redemption and Shareholders’ Deficit | $ 45,211,393 | $ 308,854,832 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 1,000,000 | 1,000,000 |
Preference shares, issued | ||
Preference shares, outstanding | ||
Class A Ordinary Shares | ||
Ordinary shares subject to possible redemption shares, outstanding | 4,056,190 | 30,000,000 |
Ordinary shares subject to possible redemption, value (in Dollars per share) | $ 10.36 | $ 10.29 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 500,000,000 | 500,000,000 |
Ordinary shares, issued | 1,153,000 | 1,153,000 |
Ordinary shares, outstanding | 1,153,000 | 1,153,000 |
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 50,000,000 | 50,000,000 |
Ordinary shares, issued | 10,000,000 | 10,000,000 |
Ordinary shares, outstanding | 10,000,000 | 10,000,000 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
General and administrative expenses | $ 1,291,484 | $ 393,761 |
Administrative expenses - related party | 112,500 | 112,500 |
Loss from operations | (1,403,984) | (506,261) |
Gain on settlement agreement | 4,000,000 | |
Income from investments held in Trust Account | 179,181 | 158,893 |
Total other income | 4,179,181 | 158,893 |
Net income (loss) | $ 2,775,197 | $ (347,368) |
Class A Ordinary Shares | ||
Weighted average ordinary shares - basic (in Shares) | 10,109,688 | 26,653,122 |
Basic and diluted net income (loss) per share, ordinary shares (see Note 2) (in Dollars per share) | $ 0.14 | $ (0.01) |
Class B Ordinary Shares | ||
Weighted average ordinary shares - basic (in Shares) | 10,000,000 | 9,812,222 |
Basic and diluted net income (loss) per share, ordinary shares (see Note 2) (in Dollars per share) | $ 0.14 | $ (0.01) |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Operations (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Class A Ordinary Shares | ||
Weighted average ordinary shares - diluted | 10,109,688 | 26,653,122 |
Dilutednet income (loss) per share, ordinary shares | $ (0.14) | $ (0.01) |
Class B Ordinary Shares | ||
Weighted average ordinary shares - diluted | 10,000,000 | 9,812,222 |
Dilutednet income (loss) per share, ordinary shares | $ (0.14) | $ (0.01) |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit - USD ($) | Non-redeemable Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 1,001 | $ 23,999 | $ (44,607) | $ (19,607) | |
Balance (in Shares) at Dec. 31, 2021 | 10,005,000 | ||||
Sale of private placement units in private placement | $ 115 | 11,529,885 | 11,530,000 | ||
Sale of private placement units in private placement (in Shares) | 1,153,000 | ||||
Fair value of warrants included in the Units sold in the Initial Public Offering | 12,300,000 | 12,300,000 | |||
Offering costs associated with issuance of warrants as part of the Units in the Initial Public Offering | (829,867) | (829,867) | |||
Forfeiture of Class B ordinary shares | $ (1) | 1 | |||
Forfeiture of Class B ordinary shares (in Shares) | (5,000) | ||||
Accretion for Class A ordinary shares to redemption amount | (23,024,018) | (13,186,764) | (36,210,782) | ||
Net income (loss) | (347,368) | (347,368) | |||
Balance at Mar. 31, 2022 | $ 115 | $ 1,000 | (13,578,739) | (13,577,624) | |
Balance (in Shares) at Mar. 31, 2022 | 1,153,000 | 10,000,000 | |||
Balance at Dec. 31, 2022 | $ 115 | $ 1,000 | (16,594,594) | (16,593,479) | |
Balance (in Shares) at Dec. 31, 2022 | 1,153,000 | 10,000,000 | |||
Accretion for Class A ordinary shares to redemption amount | (179,181) | (179,181) | |||
Net income (loss) | 2,775,197 | 2,775,197 | |||
Balance at Mar. 31, 2023 | $ 115 | $ 1,000 | $ (13,998,578) | $ (13,997,463) | |
Balance (in Shares) at Mar. 31, 2023 | 1,153,000 | 10,000,000 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 2,775,197 | $ (347,368) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Income from investments held in Trust Account | (179,181) | (158,893) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 46,677 | (192,644) |
Accounts payable | (119,056) | 60,387 |
Accrued expenses | 651,672 | 131,947 |
Due from Sponsor | (2,967,031) | |
Net cash provided by (used in) operating activities | 208,278 | (506,571) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | (304,500,000) | |
Cash withdrawn from trust for payment to redeeming shareholders | 266,701,252 | |
Net cash provided by (used in) investing activities | 266,701,252 | (304,500,000) |
Cash Flows from Financing Activities | ||
Repayment of note payable to related party | (136,617) | |
Proceeds received from initial public offering, gross | 300,000,000 | |
Proceeds received from private placement | 11,530,000 | |
Repayment of promissory note - related party | (250,000) | |
Payment to redeeming shareholders | (266,701,252) | |
Offering costs paid | (5,714,580) | |
Net cash (used in) provided by financing activities | (266,951,252) | 305,678,803 |
Net Change in Cash | (41,722) | 672,232 |
Cash - Beginning of period | 67,093 | |
Cash - End of period | 25,371 | 672,232 |
Supplemental disclosure of noncash investing and financing activities: | ||
Offering costs included in accounts payable | 172,025 | |
Offering costs included in accrued expenses | 123,854 | |
Offering costs paid by related party under promissory note | 1,847 | |
Deferred underwriting commissions | $ 14,280,000 |
Description of Organization, Bu
Description of Organization, Business Operations and Ongoing Concern | 3 Months Ended |
Mar. 31, 2023 | |
Description of Organization, Business Operations and Ongoing Concern [Abstract] | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND ONGOING CONCERN | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND ONGOING CONCERN 10X Capital Venture Acquisition Corp. III (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 10, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). As of March 31, 2023, the Company had not commenced any operations. All activities through March 31, 2023 related to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, the search for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds held in the Trust Account (as defined below). The Company’s Sponsor is 10X Capital SPAC Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 11, 2022. On January 14, 2022, the Company consummated its Initial Public Offering of 30,000,000 units (the “Units”), including the issuance of 3,900,000 Units as a result of the underwriter’s partial exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $20.2 million, of which approximately $14.3 million was for deferred underwriting commissions (see Note 6). Each Unit consists of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Public Shares”) and one-half of one redeemable warrant of the Company (each whole warrant, a “Public Warrant”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 1,153,000 units (each, a “Private Placement Unit” and collectively, the “Private Placement Units”) at a price of $10.00 per Private Placement Unit to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”), generating proceeds of approximately $11.5 million (see Note 4). Each Private Placement Unit consists of one Class A ordinary share (the “Private Placement Shares”) and one-half of one redeemable warrant (each whole warrant, a “Private Placement Warrant”). Upon the closing of the Initial Public Offering and the Private Placement, $304.5 million ($10.15 per Unit) of net proceeds, including the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement, was placed in a trust account (“Trust Account”) and invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the Initial Public Offering and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the Public Shares if the Company is unable to complete the initial Business Combination by July 14, 2023, or up to October 14, 2023 if approved by the Board (the “Combination Period”), subject to applicable law, and (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Company’s second amended and restated memorandum and articles of association (the “Amended and Restated Articles of Association”) to modify the substance or timing of its obligation to redeem 100% of the Public Shares if the Company has not consummated the initial Business Combination within the Combination Period or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Public Shareholders (as defined below). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). The Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, 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 the holders of the Company’s outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders are entitled to redeem their Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations and on the conditions described herein. The amount in the Trust Account was initially $10.15 per Public Share. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the liquidation, if there is a shareholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), paragraph 10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Accordingly, all of the Public Shares are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheets. Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A ordinary shares will be subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company elected to recognize the changes in redemption value immediately. The changes in redemption value were recognized as a one-time charge against additional paid-in capital (to the extent available) and accumulated deficit. While in no event will the Company redeem the Public Shares if such redemption would cause the Company’s Class A ordinary shares to be considered “penny stock” (as such term is defined in Rule 3a51-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Public Shares are redeemable and will be classified as redeemable on the consolidated balance sheets until such date that a redemption event takes place. If the Company is unable to complete the Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The holders of the Founder Shares (as defined in Note 5) prior to the Initial Public Offering (the “Initial Shareholders”) agreed to (i) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period or any extended period of time that the Company may have to consummate the initial Business Combination as a result of an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). The Company’s 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 other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per Public Share due to reductions in the value of the Trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. Extraordinary General Meeting On December 28, 2022, the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), where the Company’s shareholders voted to approve, by special resolution, the proposal to amend and restate the Company’s amended and restated memorandum and articles of association to extend the date by which the Company must (1) consummate an initial business combination, (2) cease all operations except for the purpose of winding up if we fail to complete such initial business combination, and (3) redeem all of the Class A ordinary shares included as part of the Units sold in the Initial Public Offering from January 14, 2023 to July 14, 2023, and to allow the Company’s board of directors, without another shareholder vote, to elect to further extend the date to consummate an initial business combination after the Extended Date up to three times, by an additional month each time, upon two days’ advance notice prior to the applicable deadline, up to October 14, 2023. In connection with the Extraordinary General Meeting, holders of 29,486,306 ordinary shares, comprised of the Company’s Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”), and the Company’s Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares,” together with the Class A ordinary shares, the “ordinary shares”), were present in person or by proxy, representing approximately 71.65% of the voting power of the 41,153,000 issued and outstanding ordinary shares of the Company, comprised of 31,153,000 Class A ordinary shares and 10,000,000 Class B ordinary shares, entitled to vote at the Extraordinary General Meeting at the close of business on November 21, 2022, which was the record date (the “Record Date”) for the Extraordinary General Meeting. The Company’s shareholders of record as of the close of business on the Record Date are referred to herein as “Shareholders.” In connection with the Extension (as defined below), a total of 186 Shareholders elected to redeem an aggregate of 25,943,810 Class A ordinary shares, representing approximately 83.28% of the issued and outstanding Class A ordinary shares. The payments for these redemptions took place on January 18, 2023. Proposed Business Combination and Termination On December 20, 2022, the Company entered into an Agreement and Plan of Merger (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) by and among the Company, 10X Sparks Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Sparks Energy, Inc., a Delaware corporation (“Sparks”). On February 2, 2023, the Company, Merger Sub, Sparks, and Ottis Jarrada Sparks entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”), pursuant to which the parties thereto (i) agreed to terminate the Merger Agreement and (ii) agreed to a mutual release of all claims related to the Merger Agreement and the transactions contemplated thereby. Liquidity and Going Concern As of March 31, 2023, the Company had approximately $25,371 in its operating bank account and a Working Surplus of approximately $0.2 million. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for issuance of Founder Shares (as defined in Note 5) and loan proceeds from the Sponsor of approximately $137,000 under the Note (as defined in Note 5). The Company fully repaid the Note (as defined in Note 5) on January 14, 2022. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account, as well as proceeds from the New Note (as defined in Note 2). In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may provide the Company with Working Capital Loans (as defined in Note 5) as may be required (of which up to $1.5 million may be converted at the lender’s option into private placement-equivalent units at a price of $10.00 per unit). Based upon the analysis above, management has determined that the Company does not have sufficient liquidity to meet its anticipated obligations for at least twelve months after the unaudited condensed consolidated financial statements are available to be issued, as such, the events and circumstances raise substantial doubt about the Company’s ability to continue as a going concern. In connection with the Company’s assessment of going concern considerations in accordance with the ASC 205-40, the Company has until July 14, 2023, or up October 14, 2023 at the option of the Board, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date. Risks and Uncertainties In addition to the risks noted above, management continues to evaluate the impact of the COVID-19 pandemic 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 consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these unaudited condensed consolidated financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed consolidated financial statements. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three months ended March 31, 2023, are not necessarily indicative of the results that may be expected through December 31, 2023, or any future period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Amended Annual Report on Form 10-K/A filed by the Company with the SEC on May 22, 2023. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting periods. 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 consolidated 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. Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2023 and December 31, 2022. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in the Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation Coverage limit of $250,000. Any loss incurred or lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results from operations, and cash flows. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the consolidated balance sheets, primarily due to their short-term nature. 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. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Promissory Note - Related Party On November 14, 2022, the Company issued an unsecured promissory note (as amended and restated on November 14, 2022 and as may be further amended from time to time, the “New Note”) to the Sponsor for an aggregate principal amount of up to $250,000 for working capital purposes (“Working Capital Loan”). On May 17, 2023, the Company amended and restated the New Note. The New Note is for an aggregate principal amount of up to $2,500,000 for working capital purposes. The New Note bears no interest and is repayable in full upon the earlier of the consummation of the Company’s initial Business Combination and the day prior to the date the Company elects to liquidate and dissolve in accordance with the provisions of the Amended and Restated Articles of Association (such earlier date, the “Maturity Date”). Up to $1,500,000 of the principal amount of the New Note may also be converted into additional private placement-equivalent units, at a price of $10.00 per unit, at the option of the holder of the New Note at any time on or prior to the Maturity Date. During the three months ended March 31, 2023, the Company repaid the $250,000 outstanding under the New Note, bringing the total amount outstanding to $0. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). 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. Each whole warrant of the Company, the “Public Warrants,” and one-half of one redeemable warrant, the “Private Placement Warrants,” are classified in accordance with ASC 480 and ASC 815, which provides that the warrants are not precluded from equity classification. Equity-classified contracts were initially measured at fair value (or allocated value). Subsequent changes in fair value will not be recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1. Offering costs consisted of legal, accounting, and other costs incurred that were directly related to the Initial Public Offering. Offering costs associated with the warrants were charged to shareholders’ equity upon the completion of the Initial Public Offering. Offering costs associated with the Class A ordinary shares were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, all outstanding Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheets. On December 28, 2022, 25,943,810 Class A ordinary shares were tendered for redemption by shareholders for a total value of $266,701,252. Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A ordinary shares resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 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 to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction 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. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary shares does not consider the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate of 15,576,500 Class A ordinary shares, because their exercise is contingent upon future events. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three months ended March 31, 2023 and 2022. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The Company has considered the effect of Class B ordinary shares that were excluded from the weighted average number as they were contingent on the exercise of over-allotment option by the underwriter. Since the contingency was satisfied, with respect to the portion of the over-allotment exercised by the underwriter, the Company included these shares in the weighted average number as of the beginning of the reporting period to determine the dilutive impact of these shares. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: Three Months Ended Three Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) 1,395,167 1,380,030 (253,897 ) (93,471 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 10,109,688 10,000,000 26,653,122 9,812,222 Basic and diluted net income (loss) per ordinary share $ 0.14 $ 0.14 $ (0.01 ) $ (0.01 ) Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2023 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On January 14, 2022, the Company consummated its Initial Public Offering of 30,000,000 Units, including the issuance of 3,900,000 Units as a result of the underwriter’s partial exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $20.2 million, of which approximately $14.3 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 5). Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2023 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 1,153,000 Private Placement Units, at a price of $10.00 per Private Placement Unit, to the Sponsor and Cantor, generating proceeds of approximately $11.5 million. Each Private Placement Unit is identical to the Units sold in the Initial Public Offering, except as described below. If the Company does not complete the initial Business Combination within the Combination Period, the Private Placement Units will expire worthless. The Private Placement Units, private placement shares underlying the Private Placement Units and private placement warrants included in the Private Placement Units are subject to the transfer restrictions described below. The Private Placement Units have terms and provisions that are identical to those of the Units sold in the Initial Public Offering. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In February 2021, the Company’s Sponsor paid $25,000, or approximately $0.002 per share, to cover certain of the offering and formation costs in exchange for an aggregate of 11,672,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). Shares and the associated amounts have been retroactively restated to reflect (i) the surrender of 2,089,167 Class B ordinary shares for no consideration on December 1, 2021; and (ii) the share capitalization of 421,667 Class B ordinary shares on January 11, 2022; resulting in an aggregate of 10,005,000 Class B ordinary shares outstanding. The Initial Shareholders agreed to forfeit up to 1,305,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriter, so that the Founder Shares will represent 25% of the Company’s issued and outstanding shares after the Initial Public Offering (not including the Class A ordinary shares underlying the Private Placement Units). On January 14, 2022, the underwriter partially exercised its over-allotment option to purchase additional 3,900,000 Units; thus, 5,000 Class B ordinary shares were subsequently forfeited when the over-allotment option expired on February 25, 2022. The Company’s Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until consummation of the initial Business Combination. Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Shareholders with respect to any Founder Shares (the “Lock-up”). In December 2022, certain investors of the Company (“10X III Investors”) entered into a non-redemption agreement with the Company and Sponsor (“Non-Redemption Agreements”). Pursuant to the Non-Redemption Agreements, such 10X III Investors agreed, for the benefit of the Company, to vote certain ordinary shares of the Company now owned or acquired (the “Investor Shares”), representing 4 million ordinary shares of the Company in the aggregate, in favor of the proposal to amend the Company’s organizational documents to extend the time the Company is permitted to close a business combination and not to redeem the Investor Shares in connection with such proposal. In connection with these commitments from the 10X III Investors, Sponsor has agreed to transfer to each 10X III Investor an amount of its Class B Ordinary Shares on or promptly after the closing of the Company’s initial business combination. Due from Sponsor During January 2023, the Company received a settlement as a result of litigation in the amount of $4,000,000 related to its terminated Merger Agreement described in Note 1. This amount was held by the Sponsor, using the amounts to settle any related party payables. As of March 31, 2023, the amount due from the Sponsor to the Company is $2,967,031. The Sponsor will deposit this amount, less any used for expenses of the Company, in May of 2023. Promissory Note - Related Party The Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note, dated February 18, 2021 (as amended on December 31, 2021, the “Note”), to be used for a portion of the expenses of the Initial Public Offering. The Note was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. The Company borrowed approximately $137,000 under the Note and fully repaid the Note balance on January 14, 2022. Subsequent to the repayment, the facility was no longer available to the Company. Related Party Loans In order to finance transaction costs in connection with an intended 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 (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. On May 17, 2023, the Company amended and restated the New Note. The New Note, as amended and restated on May 17, 2023, is for an aggregate principal amount of up to $2,500,000 for working capital purposes. The New Note bears no interest and is repayable in full upon the earlier of the consummation of the Company’s initial Business Combination and the Maturity Date (as defined in Note 2). Up to $1,500,000 of the principal amount of the New Note may also be converted into additional private placement-equivalent units, at a price of $10.00 per unit, at the option of the holder of the New Note at any time on or prior to the Maturity Date. During the three months ended March 31, 2023, the Company repaid the $250,000 outstanding under the New Note. As of March 31, 2023 and December 31, 2022, the Company had $0 and $250,000 of such Working Capital Loans outstanding, respectively. Administrative Support Agreement On January 11, 2022, the Company entered into an agreement with the Sponsor, pursuant to which the Company agreed to pay the Sponsor a total of $37,500 per month for office space, secretarial, and administrative services through the earlier of the Company’s consummation of a Business Combination and its liquidation. Upon consummation of a Business Combination, any remaining monthly payments shall be accelerated and due. For the three months ended March 31, 2023 and 2022, the Company incurred approximately $113,000 and $113,000 of administrative support expense, respectively. There was no outstanding amounts as of March 31, 2023 and December 31, 2022. The Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, officers, directors or their affiliates. For the three months ended March 31, 2023 and 2022, the Company did not incur or reimburse any Business Combination costs to the Sponsor. There was no outstanding amounts as of March 31, 2023 and December 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Units, private placement shares underlying the Private Placement Units, private placement warrants underlying the Private Placement Units, the Class A ordinary shares underlying such private placement warrants, and units that may be issued upon conversion of the Working Capital Loans will have registration rights which will require the Company to register a sale of any of the aforementioned securities of the Company held by them pursuant to a registration rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. Notwithstanding the foregoing, Cantor may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years, respectively, after the effective date of the registration statement and may not exercise its demand rights on more than one occasion. 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 from the date of the Initial Public Offering to purchase up to an additional 3,915,000 Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On January 14, 2022, the underwriter partially exercised the over-allotment option to purchase additional 3,900,000 Units. On February 25, 2022, the remaining over-allotment option expired unexercised. The underwriter was entitled to a cash underwriting discount of approximately $5.2 million in the aggregate paid upon the closing of the Initial Public Offering. An additional fee of approximately $14.3 million in the aggregate will be payable to the underwriter for deferred underwriting commission. 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 an initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject To Possible Redemption | 3 Months Ended |
Mar. 31, 2023 | |
Class A Ordinary Shares Subject To Possible Redemption [Abstract] | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | NOTE 7. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A ordinary shares contain certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Company’s Class A ordinary shares are entitled to one vote for each share. As of March 31, 2023 and December 31, 2022, there were 5,209,190 and 31,153,000 shares of Class A ordinary shares outstanding, of which 4,056,190, and 30,000,000 shares were subject to possible redemption and are classified outside of permanent equity in the consolidated balance sheets, respectively. On December 28, 2022, a total of 186 shareholders elected to redeem an aggregate of 25,943,810 Class A ordinary shares, representing approximately 83.28% of the issued and outstanding Class A ordinary shares, and 4,056,190 Class A ordinary shares subject to possible redemption remained outstanding. The payment of these shares took place on January 18, 2023. The Class A ordinary shares subject to possible redemption reflected on the accompanying consolidated balance sheets are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (12,300,000 ) Class A ordinary shares issuance costs (19,410,782 ) Redemption of shares (266,701,252 ) Plus: Accretion of carrying value to redemption value 36,210,782 Increase in redemption value of Class A ordinary shares subject to possible redemption 4,061,515 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 41,860,263 Plus: Accretion of carrying value to redemption value 179,181 Class A ordinary shares subject to possible redemption at March 31, 2023 $ 42,039,444 |
Shareholders_ Deficit
Shareholders’ Deficit | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE 8. SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares - Class B Ordinary Shares - The Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 25% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders and not including the Class A ordinary shares underlying the Private Placement Units), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Units issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Warrants [Abstract] | |
WARRANTS | NOTE 9. WARRANTS As of March 31, 2023 and December 31, 2022, the Company had 15,000,000 Public Warrants and 576,500 Private Placement Warrants outstanding. 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 shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use best efforts to file with the SEC a post-effective amendment to the registration statement used in connection with the Initial Public Offering or a new registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. 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 shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described under “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants for cash: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. 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. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Level 1 Level 2 Level 3 March 31, 2023 (Unaudited) Assets Investments held in Trust Account: U.S. Treasury Securities $ 42,139,444 $ 42,139,444 $ — $ — December 31, 2022 Assets Investments held in Trust Account: Money Market investments $ 308,661,515 $ 308,661,515 $ — $ — |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed consolidated financial statements were available to be issued. Based upon this review, the Company determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed consolidated financial statements. On May 17, 2023, the Company amended and restated the New Note. The New Note, as amended and restated on May 17, 2023, is for an aggregate principal amount of up to $2,500,000 for working capital purposes. The New Note bears no interest and is repayable in full upon the earlier of the consummation of the Company’s initial Business Combination and the Maturity Date (as defined in Note 2). Up to $1,500,000 of the principal amount of the New Note may also be converted into additional private placement-equivalent units, at a price of $10.00 per unit, at the option of the holder of the New Note at any time on or prior to the Maturity Date. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three months ended March 31, 2023, are not necessarily indicative of the results that may be expected through December 31, 2023, or any future period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Amended Annual Report on Form 10-K/A filed by the Company with the SEC on May 22, 2023. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting periods. 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 consolidated 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. |
Cash | Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2023 and December 31, 2022. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in the Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation Coverage limit of $250,000. Any loss incurred or lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results from operations, and cash flows. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the consolidated balance sheets, primarily due to their short-term nature. |
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. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Promissory Note - Related Party [PolicyText Block] | Promissory Note - Related Party On November 14, 2022, the Company issued an unsecured promissory note (as amended and restated on November 14, 2022 and as may be further amended from time to time, the “New Note”) to the Sponsor for an aggregate principal amount of up to $250,000 for working capital purposes (“Working Capital Loan”). On May 17, 2023, the Company amended and restated the New Note. The New Note is for an aggregate principal amount of up to $2,500,000 for working capital purposes. The New Note bears no interest and is repayable in full upon the earlier of the consummation of the Company’s initial Business Combination and the day prior to the date the Company elects to liquidate and dissolve in accordance with the provisions of the Amended and Restated Articles of Association (such earlier date, the “Maturity Date”). Up to $1,500,000 of the principal amount of the New Note may also be converted into additional private placement-equivalent units, at a price of $10.00 per unit, at the option of the holder of the New Note at any time on or prior to the Maturity Date. During the three months ended March 31, 2023, the Company repaid the $250,000 outstanding under the New Note, bringing the total amount outstanding to $0. |
Derivative financial instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). 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. Each whole warrant of the Company, the “Public Warrants,” and one-half of one redeemable warrant, the “Private Placement Warrants,” are classified in accordance with ASC 480 and ASC 815, which provides that the warrants are not precluded from equity classification. Equity-classified contracts were initially measured at fair value (or allocated value). Subsequent changes in fair value will not be recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1. Offering costs consisted of legal, accounting, and other costs incurred that were directly related to the Initial Public Offering. Offering costs associated with the warrants were charged to shareholders’ equity upon the completion of the Initial Public Offering. Offering costs associated with the Class A ordinary shares were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, all outstanding Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheets. On December 28, 2022, 25,943,810 Class A ordinary shares were tendered for redemption by shareholders for a total value of $266,701,252. Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A ordinary shares resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 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 to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction 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. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary shares does not consider the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate of 15,576,500 Class A ordinary shares, because their exercise is contingent upon future events. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three months ended March 31, 2023 and 2022. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The Company has considered the effect of Class B ordinary shares that were excluded from the weighted average number as they were contingent on the exercise of over-allotment option by the underwriter. Since the contingency was satisfied, with respect to the portion of the over-allotment exercised by the underwriter, the Company included these shares in the weighted average number as of the beginning of the reporting period to determine the dilutive impact of these shares. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: Three Months Ended Three Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) 1,395,167 1,380,030 (253,897 ) (93,471 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 10,109,688 10,000,000 26,653,122 9,812,222 Basic and diluted net income (loss) per ordinary share $ 0.14 $ 0.14 $ (0.01 ) $ (0.01 ) |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Schedule of basic and diluted net income (loss) per share | Three Months Ended Three Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) 1,395,167 1,380,030 (253,897 ) (93,471 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 10,109,688 10,000,000 26,653,122 9,812,222 Basic and diluted net income (loss) per ordinary share $ 0.14 $ 0.14 $ (0.01 ) $ (0.01 ) |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject To Possible Redemption (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Class A Ordinary Shares Subject To Possible Redemption [Abstract] | |
Schedule of class A ordinary shares subject to possible redemption | Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (12,300,000 ) Class A ordinary shares issuance costs (19,410,782 ) Redemption of shares (266,701,252 ) Plus: Accretion of carrying value to redemption value 36,210,782 Increase in redemption value of Class A ordinary shares subject to possible redemption 4,061,515 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 41,860,263 Plus: Accretion of carrying value to redemption value 179,181 Class A ordinary shares subject to possible redemption at March 31, 2023 $ 42,039,444 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of financial assets that are measured at fair value on a recurring basis | Description Amount at Level 1 Level 2 Level 3 March 31, 2023 (Unaudited) Assets Investments held in Trust Account: U.S. Treasury Securities $ 42,139,444 $ 42,139,444 $ — $ — December 31, 2022 Assets Investments held in Trust Account: Money Market investments $ 308,661,515 $ 308,661,515 $ — $ — |
Description of Organization, _2
Description of Organization, Business Operations and Ongoing Concern (Details) - USD ($) | 3 Months Ended | |||
Jan. 14, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 28, 2022 | |
Description of Organization, Business Operations and Ongoing Concern (Details) [Line Items] | ||||
Units per share (in Dollars per share) | $ 10.15 | |||
Deferred underwriting commissions | $ 5,200,000 | |||
Share issued (in Shares) | 29,486,306 | |||
Obligation percentage | 100% | |||
Net balance percentage | 80% | |||
Owned percentage | 50% | |||
Initially per share (in Dollars per share) | $ 10.15 | |||
Interest paid | $ 100,000 | |||
Public price per share (in Dollars per share) | $ 10.15 | |||
Ordinary stock voting, percentage | 71.65% | |||
Ordinary shares issued (in Shares) | 41,153,000 | |||
Ordinary shares outstanding (in Shares) | 41,153,000 | |||
Working surplus | $ 25,371 | |||
Working deficit | 200,000 | |||
Sponsor payment | 25,000 | |||
Loan proceeds | 137,000 | |||
Converted option | $ 1,500,000 | |||
IPO [Member] | ||||
Description of Organization, Business Operations and Ongoing Concern (Details) [Line Items] | ||||
Shares of initial public offering (in Shares) | 30,000,000 | |||
Units per share (in Dollars per share) | $ 10 | $ 10.15 | ||
Generating gross proceeds | $ 300,000,000 | |||
Offering costs | 20,200,000 | |||
Deferred underwriting commissions | $ 14,300,000 | |||
Net proceeds | $ 304,500,000 | |||
Maturity date | 185 days | |||
Over-Allotment Option [Member] | ||||
Description of Organization, Business Operations and Ongoing Concern (Details) [Line Items] | ||||
Issuance shares (in Shares) | 3,900,000 | |||
Private Placement [Member] | ||||
Description of Organization, Business Operations and Ongoing Concern (Details) [Line Items] | ||||
Units per share (in Dollars per share) | $ 10 | |||
Generating gross proceeds | $ 11,500,000 | |||
Share issued (in Shares) | 1,153,000 | |||
Class A Ordinary Shares [Member] | ||||
Description of Organization, Business Operations and Ongoing Concern (Details) [Line Items] | ||||
Ordinary share, par value (in Dollars per share) | $ 0.0001 | |||
Per share, value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Shares comprised (in Shares) | 31,153,000 | |||
Redeem an aggregate shares (in Shares) | 25,943,810 | |||
Share issued percentage | 83.28% | |||
Share outstanding percentage | 83.28% | |||
Class B Ordinary Shares [Member] | ||||
Description of Organization, Business Operations and Ongoing Concern (Details) [Line Items] | ||||
Per share, value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Shares comprised (in Shares) | 10,000,000 | |||
Business Combination [Member] | Private Placement [Member] | ||||
Description of Organization, Business Operations and Ongoing Concern (Details) [Line Items] | ||||
Units per share (in Dollars per share) | $ 10 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | |||
May 17, 2023 | Nov. 14, 2022 | Mar. 31, 2023 | Feb. 28, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Cash insured with federal depository insurance corporation | $ 250,000 | |||
Aggregate principal amount | $ 250,000 | |||
Price per unit (in Dollars per share) | $ 10 | $ 0.002 | ||
Additional aggregate amount | $ 250,000 | |||
Total amount | $ 0 | |||
Subsequent Event [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Aggregate principal amount | $ 2,500,000 | |||
Price per unit (in Dollars per share) | $ 10 | |||
Private Placement-Equivalent [Member] | Subsequent Event [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Aggregate principal amount | $ 1,500,000 | |||
Class A Ordinary Shares [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Ordinary shares redeemed (in Shares) | 25,943,810 | |||
Total value | $ 266,701,252 | |||
Purchase of aggregate shares (in Shares) | 15,576,500 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Class A Ordinary Shares [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 1,395,167 | $ (253,897) |
Denominator: | ||
Basic and diluted weighted average ordinary shares outstanding | 10,109,688 | 26,653,122 |
Basic and diluted net income (loss) per ordinary share | $ 0.14 | $ (0.01) |
Class B Ordinary Shares [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 1,380,030 | $ (93,471) |
Denominator: | ||
Basic and diluted weighted average ordinary shares outstanding | 10,000,000 | 9,812,222 |
Basic and diluted net income (loss) per ordinary share | $ 0.14 | $ (0.01) |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Class A Ordinary Shares [Member] | ||
Schedule of Basic and Diluted Net Income (Loss) Per Share [Abstract] | ||
Diluted weighted average ordinary shares outstanding | 10,109,688 | 26,653,122 |
Diluted net income (loss) per ordinary share | $ (0.14) | $ (0.01) |
Class B Ordinary Shares [Member] | ||
Schedule of Basic and Diluted Net Income (Loss) Per Share [Abstract] | ||
Diluted weighted average ordinary shares outstanding | 10,000,000 | 9,812,222 |
Diluted net income (loss) per ordinary share | $ (0.14) | $ (0.01) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Jan. 14, 2022 | Mar. 31, 2023 | |
Initial Public Offering (Details) [Line Items] | ||
Expire date | 5 years | |
IPO [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Share issued (in Shares) | 30,000,000 | |
Units per share (in Dollars per share) | $ 10 | |
Gross proceeds | $ 300 | |
Offering costs | 20.2 | |
Deferred underwriting commissions | $ 14.3 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Share issued (in Shares) | 3,900,000 | |
Class A Ordinary Shares [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Ordinary price, per share (in Dollars per share) | $ 11.5 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Feb. 28, 2021 | |
Private Placement (Details) [Line Items] | |||
Private placement units | 1,153,000 | ||
Price per share | $ 10 | $ 0.002 | |
Proceeds received from private placement | $ 11,530,000 | ||
Private Placement [Member] | |||
Private Placement (Details) [Line Items] | |||
Proceeds received from private placement | $ 11,500,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Jan. 14, 2022 | Jan. 11, 2022 | Dec. 01, 2021 | Jan. 31, 2023 | Dec. 31, 2022 | Feb. 28, 2021 | Feb. 18, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | May 17, 2023 | |
Related Party Transactions (Details) [Line Items] | |||||||||||
Sponsor paid | $ 37,500 | $ 25,000 | |||||||||
Founder per share (in Dollars per share) | $ 0.002 | $ 10 | |||||||||
Forfeited shares (in Shares) | 1,305,000 | ||||||||||
Purchase shares (in Shares) | 3,900,000 | ||||||||||
Ordinary shares of the Company | $ 4,000,000 | ||||||||||
Received settlement amount | $ 4,000,000 | ||||||||||
Due from sponsor | $ 2,967,031 | ||||||||||
Related party loan | $ 300,000 | ||||||||||
Company borrowed | $ 137,000 | ||||||||||
Convertible loans | $ 1,500,000 | ||||||||||
Convertible per unit (in Dollars per share) | $ 10 | ||||||||||
Principal amount | $ 1,500,000 | ||||||||||
Borrowed additional aggregate amount | 250,000 | ||||||||||
Working capital loans outstanding | 0 | $ 250,000 | |||||||||
Administrative support expense | $ 112,500 | $ 112,500 | |||||||||
Private Placement [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Private placement price (in Dollars per share) | $ 10 | ||||||||||
Class B Ordinary Shares [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Exchange for an aggregate shares (in Shares) | 11,672,500 | ||||||||||
Ordinary shares, per share (in Dollars per share) | $ 0.0001 | ||||||||||
Consideration share (in Shares) | 2,089,167 | ||||||||||
Capitalization share (in Shares) | 421,667 | ||||||||||
Ordinary shares outstanding (in Shares) | 10,005,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||
Forfeited shares (in Shares) | 5,000 | ||||||||||
Founder [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Founder share percentage | 25% | ||||||||||
Subsequent Event [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Founder per share (in Dollars per share) | $ 10 | ||||||||||
Sponsor agreed to loan | $ 2,500,000 | ||||||||||
Administrative Support Agreement [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Administrative support expense | $ 113,000 | $ 113,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jan. 14, 2022 | Mar. 31, 2023 | |
Commitments and contingencies [Abstract] | ||
Initial public offering | 3,915,000 | |
Purchase additional | 3,900,000 | |
Cash underwriting | $ 5.2 | |
Additional fee | $ 14.3 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject To Possible Redemption (Details) - Class A Ordinary Shares [Member] - $ / shares | 3 Months Ended | ||
Dec. 28, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Class A Ordinary Shares Subject To Possible Redemption (Details) [Line Items] | |||
Shares, authorized | 500,000,000 | 500,000,000 | |
Per share, value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares voting right | one | ||
Ordinary shares outstanding | 5,209,190 | 31,153,000 | |
Shares subject to possible redemption | 4,056,190 | 4,056,190 | 30,000,000 |
Aggregate shares | 25,943,810 | ||
Aggregate shares issued percentage | 83.28% | ||
Aggregate shares outstanding percentage | 4,056,190% |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject To Possible Redemption (Details) - Schedule of class A ordinary shares subject to possible redemption - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule of Class A Ordinary Shares Subject to Possible Redemption [Abstract] | ||
Gross proceeds | $ 300,000,000 | |
Less: | ||
Proceeds allocated to Public Warrants | (12,300,000) | |
Class A ordinary shares issuance costs | (19,410,782) | |
Redemption of shares | (266,701,252) | |
Plus: | ||
Accretion of carrying value to redemption value | $ 179,181 | 36,210,782 |
Increase in redemption value of Class A ordinary shares subject to possible redemption | 4,061,515 | |
Class A ordinary shares subject to possible redemption | $ 42,039,444 | $ 41,860,263 |
Shareholders_ Deficit (Details)
Shareholders’ Deficit (Details) - $ / shares | 3 Months Ended | |||
Dec. 28, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Jan. 11, 2022 | |
Shareholders’ Deficit (Details) [Line Items] | ||||
Preference shares authorized | 1,000,000 | 1,000,000 | ||
Preference shares at par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Class A Ordinary Shares [Member] | ||||
Shareholders’ Deficit (Details) [Line Items] | ||||
Ordinary shares authorized | 500,000,000 | 500,000,000 | ||
Ordinary shares at par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Ordinary shares issued | 30,000,000 | |||
Ordinary shares outstanding | 30,000,000 | |||
Aggregate shares | 25,943,810 | |||
Aggregate shares issued percentage | 83.28% | |||
Aggregate shares issued percentage | 83.28% | |||
Shares subject to possible redemption outstanding | 4,056,190 | 4,056,190 | 30,000,000 | |
Ordinary shares issued | 1,153,000 | 1,153,000 | ||
Ordinary shares outstanding | 1,153,000 | 1,153,000 | ||
Conversion of common stock | 25% | |||
Class A Redeemable Ordinary Shares[Member] | ||||
Shareholders’ Deficit (Details) [Line Items] | ||||
Ordinary shares issued | 4,056,190 | |||
Ordinary shares outstanding | 4,056,190 | |||
Non-redeemable Class A Ordinary Shares [Member] | ||||
Shareholders’ Deficit (Details) [Line Items] | ||||
Ordinary shares issued | 1,153,000 | |||
Ordinary shares outstanding | 1,153,000 | |||
Class B Ordinary Shares [Member] | ||||
Shareholders’ Deficit (Details) [Line Items] | ||||
Ordinary shares authorized | 50,000,000 | 50,000,000 | ||
Ordinary shares at par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Ordinary shares issued | 10,000,000 | 10,000,000 | ||
Ordinary shares outstanding | 10,000,000 | 10,000,000 | 10,005,000 |
Warrants (Details)
Warrants (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Warrants (Details) [Line Items] | ||
Warrant exercise price (in Dollars per share) | $ 11.5 | |
Warrant expiry period | 5 years | |
Warrant description | if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described under “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | |
Redemption of warrant, description | Redemption of warrants for cash: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ●if, and only if, the last reported sale price of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. | |
Private Placement Warrants [Member] | ||
Warrants (Details) [Line Items] | ||
Outstanding warrants | 15,000,000 | 15,000,000 |
Private Placement Warrants [Member] | ||
Warrants (Details) [Line Items] | ||
Outstanding warrants | 576,500 | 576,500 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of financial assets that are measured at fair value on a recurring basis - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Investments held in Trust Account: | ||
U.S. Treasury Securities | $ 42,139,444 | |
Investments held in Trust Account: | ||
Money Market investments | $ 308,661,515 | |
Level 1 [Member] | ||
Investments held in Trust Account: | ||
U.S. Treasury Securities | 42,139,444 | |
Investments held in Trust Account: | ||
Money Market investments | 308,661,515 | |
Level 2 [Member] | ||
Investments held in Trust Account: | ||
U.S. Treasury Securities | ||
Investments held in Trust Account: | ||
Money Market investments | ||
Level 3 [Member] | ||
Investments held in Trust Account: | ||
U.S. Treasury Securities | ||
Investments held in Trust Account: | ||
Money Market investments |
Subsequent Events (Details)
Subsequent Events (Details) - Forecast [Member] | 1 Months Ended |
May 17, 2023 USD ($) $ / shares | |
Subsequent Events (Details) [Line Items] | |
Aggregate principal amount | $ 2,500,000 |
Principal amount | $ 1,500,000 |
Units per share (in Dollars per share) | $ / shares | $ 10 |