Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 12, 2023 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Transition Report | false | |
Entity File Number | 001-41041 | |
Entity Registrant Name | DP CAP ACQUISITION CORP I | |
Entity Central Index Key | 0001857803 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 341 Newbury St | |
Entity Address, Address Line Two | 6th Floor | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02115 | |
City Area Code | 617 | |
Local Phone Number | 874-5152 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Units [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | DPCSU | |
Security Exchange Name | NASDAQ | |
Class A Ordinary Share [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A ordinary share, $0.0001 par value | |
Trading Symbol | DPCS | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Redeemable Public Warrants [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Redeemable public warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | DPCSW | |
Security Exchange Name | NASDAQ | |
Class B Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
ASSETS | ||
Cash | $ 842,353 | $ 946,299 |
Prepaid expenses | 198,350 | 208,548 |
Total current assets | 1,040,703 | 1,154,847 |
Investments held in Trust Account | 240,507,979 | 237,982,862 |
Total Assets | 241,548,682 | 239,137,709 |
Current liabilities: | ||
Accounts payable | 32,575 | 2,100 |
Accrued expenses | 545,761 | 333,092 |
Total current liabilities | 578,336 | 335,192 |
Deferred underwriting fees payable | 8,050,000 | 8,050,000 |
Convertible loan from related party | 4,600,000 | 4,600,000 |
Total liabilities | 13,228,336 | 12,985,192 |
Commitments and Contingencies (Note 6) | ||
Class A ordinary shares subject to possible redemption, 23,000,000 shares at $10.46 per share as of March 31, 2023 and $10.35 as of December 31, 2022 | 240,507,979 | 237,982,862 |
Shareholders' deficit | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (12,188,208) | (11,830,920) |
Total shareholders' deficit | (12,187,633) | (11,830,345) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 241,548,682 | 239,137,709 |
Class A Ordinary Shares [Member] | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption, 23,000,000 shares at $10.46 per share as of March 31, 2023 and $10.35 as of December 31, 2022 | 240,507,979 | 237,982,862 |
Shareholders' deficit | ||
Common stock - $0.0001 par value | 0 | 0 |
Class B Ordinary Shares [Member] | ||
Shareholders' deficit | ||
Common stock - $0.0001 par value | $ 575 | $ 575 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Shareholders' deficit | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A Ordinary Shares [Member] | ||
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS' DEFICIT | ||
Shares subject to possible redemption (in shares) | 23,000,000 | 23,000,000 |
Shares subject to possible redemption (in dollars per share) | $ 10.46 | $ 10.35 |
Shareholders' deficit | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Ordinary shares, shares issued (in shares) | 0 | 0 |
Ordinary shares, shares outstanding (in shares) | 0 | 0 |
Class B Ordinary Shares [Member] | ||
Shareholders' deficit | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued (in shares) | 5,750,000 | 5,750,000 |
Ordinary shares, shares outstanding (in shares) | 5,750,000 | 5,750,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
General and administrative expenses | $ 357,288 | $ 151,256 |
Loss from operations | (357,288) | (151,256) |
Earnings on investments held in Trust Account | 2,525,117 | 22,671 |
Net income (loss) | $ 2,167,829 | $ (128,585) |
Class A Ordinary Shares [Member] | ||
Weighted-average outstanding of shares, basic (in shares) | 23,000,000 | 23,000,000 |
Weighted-average outstanding of shares, diluted (in shares) | 23,000,000 | 23,000,000 |
Basic net income (loss) per share (in dollars per share) | $ 0.08 | $ 0 |
Diluted net income (loss) per share (in dollars per share) | $ 0.08 | $ 0 |
Class B Ordinary Shares [Member] | ||
Weighted-average outstanding of shares, basic (in shares) | 5,750,000 | 5,750,000 |
Weighted-average outstanding of shares, diluted (in shares) | 5,750,000 | 5,750,000 |
Basic net income (loss) per share (in dollars per share) | $ 0.08 | $ 0 |
Diluted net income (loss) per share (in dollars per share) | $ 0.08 | $ 0 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Common Stock [Member] Class A Ordinary Shares [Member] | Common Stock [Member] Class B Ordinary Shares [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2021 | $ 0 | $ 575 | $ 0 | $ (10,882,763) | $ (10,882,188) |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 5,750,000 | |||
Increase (Decrease) in Shareholders' Deficit [Roll Forward] | |||||
Net income (loss) | $ 0 | $ 0 | 0 | (128,585) | (128,585) |
Ending balance at Mar. 31, 2022 | $ 0 | $ 575 | 0 | (11,011,348) | (11,010,773) |
Ending balance (in shares) at Mar. 31, 2022 | 0 | 5,750,000 | |||
Beginning balance at Dec. 31, 2022 | $ 0 | $ 575 | 0 | (11,830,920) | (11,830,345) |
Beginning balance (in shares) at Dec. 31, 2022 | 0 | 5,750,000 | |||
Increase (Decrease) in Shareholders' Deficit [Roll Forward] | |||||
Net income (loss) | $ 0 | $ 0 | 0 | 2,167,829 | 2,167,829 |
Remeasurement of Class A ordinary shares to redemptive value | 0 | 0 | 0 | (2,525,117) | (2,525,117) |
Ending balance at Mar. 31, 2023 | $ 0 | $ 575 | $ 0 | $ (12,188,208) | $ (12,187,633) |
Ending balance (in shares) at Mar. 31, 2023 | 0 | 5,750,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ 2,167,829 | $ (128,585) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Earnings on investments held in Trust Account | (2,525,117) | (22,671) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 10,198 | 22,391 |
Accounts payable | 30,475 | (83,698) |
Accrued expenses | 212,669 | 56,650 |
Net cash used in operating activities | (103,946) | (155,913) |
Net decrease in cash | (103,946) | (155,913) |
Cash - beginning of period | 946,299 | 1,440,299 |
Cash - end of period | 842,353 | 1,284,386 |
Supplemental disclosure of noncash investing and financing activities: | ||
Remeasurement of Class A shares to redemption value | $ 2,525,117 | $ 0 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
Mar. 31, 2023 | |
ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS Organization and General DP Cap Acquisition Corp I (the “Company”) is a blank check company incorporated in the Cayman Islands on April 8, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of March 31, 2023, the Company had not commenced any operations. All activity for the period from April 8, 2021 (inception) through March 31, 2023 relates to the Company’s formation and the Public Offering (as defined below) and subsequent to the Public Offering, the search for a target for the Company’s Business Combination. The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. The Company will generate non-operating income in the form of earnings on investments held in Trust Account relating to the proceeds derived from the Public Offering on November 12, 2021 (“Public Offering” or “IPO”). The Company has selected December 31 as its fiscal year end. On November 12, 2021, the Company consummated its Public Offering of 23,000,000 units (the “Units”), which included the exercise in full of the underwriter’s option to purchase an additional 3,000,000 Units at the Public Offering price to cover over-allotments. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares ”), and one-half Simultaneously with the closing of the Public Offering, the Company completed the private sale of 4,733,333 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant (the “Private Placement”) to DP Investment Management Sponsor I LLC (the “Sponsor”) generating gross proceeds to the Company of $7,100,000, which is described in Note 4. Each Private Placement Warrant entitles the holder to purchase one Class A Ordinary Share at an exercise price of $11.50 per share. Simultaneously with the closing of the IPO, pursuant to the Sponsor’s promissory note (the “Sponsor Note”), the Sponsor loaned $ 4,600,000 1.50 Transaction costs, all of which were recognized prior to January 1, 2022 amounted to $13,148,152, including $8,050,000 in deferred underwriting fees, $4,600,000 in paid underwriting fees and $498,152 in other offering costs. Upon completion of the Public Offering, cash of $2,030,974 was held outside of the Trust Account (as defined below) for the payment of offering costs and for working capital purposes. Offering costs were allocated between the Class A Ordinary Shares, Public Warrants and Private warrants using the relative fair value method. A total of $234,600,000 ($10.20 per unit), which consisted of $225,400,000 of the net proceeds from the IPO, $4,600,000 of the proceeds of the sale of the Private Placement Warrants and $4,600,000 of the proceeds from a loan by the Sponsor under the Sponsor Loan, was placed in a U.S.-based Trust Account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the Trust Account (the “Trust Account”) that may be released to the Company to pay its taxes and winding up and dissolution expenses, the funds held in the Trust Account will not be released from the Trust Account until (i) the completion of the Company’s Business Combination, or (ii) the redemption of any of the Company’s public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of its obligation to provide holders of its Class A Ordinary Shares the right to have their shares redeemed in connection with the Company’s Business Combination or to redeem 100% of the Company’s public shares if it does not complete its Business Combination within 18 months from the closing of the IPO or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity, and (iii) the redemption of the Company’s public shares if it is unable to complete its Business Combination within 18 months from the closing of the IPO, subject to applicable law. See footnote 11 for further details. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in the Trust Account and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into a Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the Public Offering, management has agreed that an amount equal to at least $10.20 per Unit sold in the Public Offering, will be held in a Trust Account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States ‘‘government securities’’ within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company is required to provide the holders (the “Public Shareholders”) of the Company’s issued and outstanding Class A Ordinary Shares, par value $0.0001 per share, sold in the Public Offering (“Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholders meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially $10.20 per Public Share). Please refer to “Note 11 – Subsequent Events” for a discussion of an extension of the Combination Period and related shareholder redemption that took place subsequent to March 31, 2023. The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem its Public Shares irrespective of whether such Public Shareholder votes for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined below in Note 5) (“the initial shareholders”) have agreed to vote their Founder Shares and any Public Shares purchased during or after the Public Offering in favor of a Business Combination. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The A&R M&A provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The initial shareholders have agreed not to propose an amendment to the A&R M&A (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 18 months from the closing of the Public Offering (the “Combination Period”), which is May 12, 2023 (see discussion below regarding an extension of the Combination Period), the Company will (i) cease all operations except for the purpose of winding up; ten The initial shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period (see discussion below regarding an extension of the Combination Period). However, if the initial shareholders acquired Public Shares in or acquire Public Shares after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.20 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes. Such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account. Such liability will also not apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. As of March 31, 2023, the Company had not identified any Business Combination target. On May 10, 2023, the Company’s shareholders approved, by special resolution, the proposal to amend and restate the Company’s amended and restated memorandum and articles of association (the “Second A&R M&A”), to extend the date by which the Company must (1) consummate the Business Combination, (2) cease its operations except for the purpose of winding up if it fails to complete such Business Combination, and (3) redeem all of the Class A Ordinary Shares included as part of the Units sold in the Company’s IPO, from May 12, 2023 to November 12, 2023, with optional additional extensions of up to three times by an additional month each time, at the option of the Company’s board of directors, until February 12, 2024 (the “Extended Combination Period”). Liquidity and Going Concern In connection with the assessment of going concern considerations in accordance with the FASB ASC Subtopic 205-40, “Presentation of Financial Statements- Going Concern,” the Company has until November 12, 2023, with the option to extend up to February 12, 2024, to consummate a Business Combination. It is currently uncertain that the Company will be able to consummate a Business Combination by this time. If its Business Combination cannot be completed prior to November 12, 2023, with the option to extend up to The Company may need to raise additional funds from its Sponsor and/or third parties in order to meet the expenditures required for operating its business. If the Company’s estimate of the costs of undertaking in-depth due diligence and negotiating the Business Combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to a Business Combination. The Sponsor is not under any obligation to advance additional funds to, or to invest in, the Company. If the Company is unable to raise additional funds it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. If a Business Combination is not consummated by November 12, 2023, with the option to extend up to February 12, 2024 These condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated under the Securities Act. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the SEC on April 17, 2023. The accompanying condensed balance sheet as of December 31, 2022 has been derived from the audited financial statements included in the Annual Report on Form 10-K. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the period ending December 31, 2023 or for any future periods. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the economy 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 condensed financial statements. The condensed 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 in the Ukraine. As a result of this military 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 condensed financial statements. The specifi c impact, if any, Management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that we will be able to complete a Business Combination successfully. Use of Estimates The preparation of the condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. 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 condensed financial statements, which management considered in formulating its estimates, could change in the near term. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all highly-liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. The Company had no cash equivalents as of March 31, 2023 and December 31, 2022. Investments Held in Trust Account The Company’s investments consist of a portfolio of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, each 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 and are recognized at fair value. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Gains and losses resulting from the change in fair value of these securities are included in earnings on investments held in the Trust Account in the condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The reporting period, and for its non-financial assets and liabilities that are not re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. 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. Net Income (Loss) Per Ordinary Share The Company follows the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of Class A Ordinary Shares outstanding during the period. The Company has not considered the effect of the Public Warrants in the calculation of diluted income per share since the exercise of the warrants is contingent upon the occurrence of future events and, as of March 31, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could potentially be exercised or converted into ordinary shares and then share in the Company’s earnings. The Company’s condensed statements of operations include a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per ordinary share, basic and diluted, for ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income on earnings, by the weighted average number of ordinary shares subject to possible redemption outstanding over the period. Net income (loss) is allocated evenly on a pro rata basis between Class A Ordinary Shares and the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”) based on weighted average number of ordinary shares outstanding over the period. Remeasurement adjustments are not considered in the calculation as remeasurement adjustments do not result in carrying value in the excess of fair value . A reconciliation of net income (loss) per ordinary share is as follows: For The Three Months Ended March 31, 2023 For The Three Months Ended March 31, 2022 Class A Class B Class A Class B Allocation of net income (loss) $ 1,734,263 $ 433,566 $ (102,868 ) $ (25,717 ) Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000 Basic and diluted net income (loss) per share 0.08 0.08 0.00 0.00 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company had no net deferred tax assets as of March 31, 2023. ASC 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. There were no unrecognized tax benefits as of March 31,2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. T he Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands. The Company has reviewed for potential tax filing requirements and liabilities created by maintaining its principal office in the state of Massachusetts, United States, and has determined it has no resulting tax obligations. Warrants The Company accounts for the 16,233,333 warrants issued in connection with the IPO (the 11,500,000 Public Warrants and the 4,733,333 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity (“ASC 815-40” ) and ASC 480 ‘Distinguishing Liabilities from Equity.’ We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging”. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. Sponsor Loan When the Company issues convertible debt it first evaluates the balance sheet classification of the convertible instrument in its entirety to determine whether the instrument should be classified as a liability under ASC 480 and second whether the conversion feature should be accounted for separately from the host instrument. A conversion feature of a convertible debt instrument or certain convertible preferred stock would be separated from the convertible instrument and classified as a derivative liability if the conversion feature, were it a stand-alone instrument, meets the definition of an “embedded derivative” as defined in ASC 815. Generally, characteristics that require derivative treatment include, among others, when the conversion feature is not indexed to the Company’s equity, as defined in ASC 815-40, or when it must be settled either in cash or by issuing stock that is readily convertible to cash. When a conversion feature meets the definition of an embedded derivative, it would be separated from the host instrument and classified as a derivative liability carried on the balance sheet at fair value, with any changes in its fair value recognized currently in the statement of operations. The Sponsor Loan has a conversion feature that allows for converting the loan into warrants. The Company performed an evaluation as outlined and determined that it qualifies for exemption as an equity instrument and is not bifurcated. Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying condensed financial statements. |
PUBLIC OFFERING
PUBLIC OFFERING | 3 Months Ended |
Mar. 31, 2023 | |
PUBLIC OFFERING [Abstract] | |
PUBLIC OFFERING | NOTE 3 - Pursuant to the Public Offering, the Company offered 23,000,000 Units at a price of $10.00 per Unit, which included the exercise in full of the underwriter’s option to purchase an additional 3,000,000 Units at the Public Offering price to cover over-allotments. Each Unit consisted of one Class A Ordinary Share and one-half |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended |
Mar. 31, 2023 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT | NOTE 4 - PRIVATE PLACEMENT The Sponsor purchased an aggregate of 4,733,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, or approximately $7,100,000 in the aggregate in a private placement that occurred simultaneously with the closing of the Public Offering. Each Private Placement Warrant is exercisable for one Class A Ordinary Share at a price of $11.50 per share. $4,600,000 of the proceeds from the sale of the Private Placement Warrants to the Sponsor were added to the proceeds from the Public Offering to be held in the Trust Account. The remaining cash was deposited into the Company’s operating account for future working capital purposes. If the Company does not complete a Business Combination within the Extended Combination Period, the Private Placement Warrants will expire worthless. The Sponsor, as purchaser of the Private Placement Warrants, agreed, subject to limited exceptions, not to transfer, assign or sell any of the Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the Business Combination. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay any outstanding Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, any outstanding Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of funds held outside the Trust Account to repay any outstanding Working Capital Loans, but no funds held in the Trust Account would be used to repay any outstanding Working Capital Loans. Any outstanding Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of March 31, 2023, there were no Working Capital Loans outstanding. |
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 On May 13, 2021, the Sponsor, along with certain funds controlled by Data Point Capital, acquired 5,750,000 25,000 25,000 no The Founder Shares will automatically convert into Class A Ordinary Shares on the first business day following the completion of the Business Combination, at a ratio such that the number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate on an as-converted basis, 20% one Sponsor Loan The Sponsor loaned the Company $ 4,600,000 1.50 10.20 4,600,000 |
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 Warrants and warrants that may be issued upon conversion of the Sponsor Loan and the Working Capital Loans, if any, (and any Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Sponsor Loan and the Working Capital Loans, if any), are entitled to registration rights pursuant to the registration rights agreement, dated as of November 8, 2021, by and among the Company, the Sponsor and the undersigned parties listed under holders thereto. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter was entitled to an underwriting discount of $0.20 per Unit, or in the aggregate $0.35 per Unit, or in the aggregate |
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 accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A Ordinary Shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. There are no Class A Ordinary Shares subject to mandatory redemption. At March 31, 2023, the Class A Ordinary Shares reflected in the condensed balance sheet are reconciled as follows: Gross proceeds $ 230,000,000 Less: Class A ordinary shares issuance costs (12,739,238 ) Fair value of Public Warrants at issuance (6,900,000 ) Plus: Accretion of carrying value to redemption value 24,239,238 Class A ordinary shares subject to possible redemption at December 31, 2021 234,600,000 Remeasurement of redemption value of Class A ordinary shares subject to possible redemption 3,382,862 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 237,982,862 Remeasurement of redemption value of Class A ordinary shares subject to possible redemption 2,525,117 Class A ordinary shares subject to possible redemption at March 31, 2023 $ 240,507,979 |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 3 Months Ended |
Mar. 31, 2023 | |
SHAREHOLDERS' DEFICIT [Abstract] | |
SHAREHOLDERS' DEFICIT | NOTE 8 - SHAREHOLDERS’ DEFICIT Preference Shares , there were no preference shares issued or outstanding. Class A Ordin — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of March , there were no Class A Ordinary Shares issued and outstanding, excluding 23,000,000 shares subject to possible redemption. Class B Ordinary Shares The Company is authorized to issue 20,000,000 Class B Ordinary Shares with a par value of $0.0001 per share. As of March , 5,750,000 Class B Ordinary Shares were issued and outstanding. Up to 750,000 of Founder Shares were subject to forfeiture in the event that the underwriter did not purchase additional Units to cover over-allotments. The underwriters’ over-allotment option was exercised in full on November 12, 2021 and forfeiture restrictions lapsed. Prior to the initial investment in the Company of $25,000 by the Sponsor along with certain funds controlled by Data Point Capital, we had no assets, tangible or intangible. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of Founder Shares issued. Holders of the Class A Ordinary Shares and holders of the Class B Ordinary Shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B Ordinary Shares shall have the right to vote on the election of the Company’s directors prior to the Business Combination. |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2023 | |
WARRANTS [Abstract] | |
WARRANTS | NOTE 9 - Public Warrants may only be exercised for a whole number of Class A Ordinary Shares. No fractional Public Warrants were or will be issued upon separation of the Units and only whole Public Warrants trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case 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 the Public Warrants is available and such Class A Ordinary Shares issuable upon exercise of the Public Warrants are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their Public Warrants on a cashless basis under certain circumstances as a result of the Company’s failure to have an effective registration statement by the 60th business day after the closing of the Business Combination). The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of its Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A Ordinary Shares issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s Business Combination and to maintain a current prospectus relating to those Class A Ordinary Shares until the Public Warrants expire or are redeemed. If the shares issuable upon exercise of the Public Warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their Public Warrants on a cashless basis. However, no Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any Class A Ordinary Shares to holders seeking to exercise their Public Warrants, unless the issuance of the Class A Ordinary The Public 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 Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Ordinary Shares (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of the Business Combination (net of redemptions) and (z) the volume weighted average trading price of Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described in the Public Warrant Agreement, dated November 8, 2021 by and between the Company and Continental Stock Transfer & Trust Company, under “Redemption of warrants for Class A Ordinary Shares” and “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, except that, (i) they will not be redeemable by the Company, (ii) they (including the Class A Ordinary Shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Business Combination, and (iii) are subject to registration rights. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 : ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if the last reported sale price of Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). The Company will not redeem the Public Warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Public Warrants. Accordingly, the Public Warrants may expire worthle ss. |
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 by level within the fair value hierarchy: As of March 31, 2023 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Trust Funds $ 240,507,979 $ — $ — As of December 31, 2022 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account $ 237,982,862 $ — $ — Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three month periods ended March 31, 2023 and 2022. |
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 after the balance sheet date through the date that the condensed financial statements were issued. On May 5, 2023, certain unaffiliated investors of the Company (the “Investors”) entered into non-redemption agreements (“Non-Redemption Agreements”) with the Sponsor, pursuant to which the Investors agreed to (i) not redeem an aggregate of up to 4,000,000 previously-held Class A Ordinary Shares (the “Investor Shares”) in connection with the Extension Proposal (as defined below) and (ii) vote the Investor Shares in favor of the Extension Proposal. In exchange for these commitments from the Investors, the Sponsor has agreed to transfer to the Investors (i) an aggregate of up to 1,000,000 Class B Ordinary Shares in connection with an extension until the Initial Extension Date (as defined below) and (ii) to the extent the Company’s board of directors agrees to further extend the date to consummate its Business Combination to the Secondary Extension Date (as defined below), an aggregate of up to 1,500,000 Class B Ordinary Shares, which includes the Class B Ordinary Shares referred to in clause (i), in each case, on or promptly after the consummation of the Business Combination. On May 10, 2023, the Company held an Extraordinary General Meeting of shareholders (the “Extraordinary General Meeting”) at which the Company’s shareholders voted to approve an amendment to the Company’s amended and restated memorandum and articles of association to extend the date by which the Company must (1) consummate its Business Combination, (2) cease its operations except for the purpose of winding up if it fails to complete such Business Combination, and (3) redeem all of the Class A Ordinary Shares included as part of the Units sold in the Public Offering, from May 12, 2023 to November 12, 2023 (the “Initial Extension Date”), with optional additional extensions of up to three times by an additional month each time, at the option of the Company’s board of directors, until February 12, 2024 (the “Secondary Extension Date” and such proposal, the “Extension Proposal”). In connection with the Extraordinary General Meeting, shareholders holding 18,940,598 Class A ordinary shares issued in the Company’s Public Offering exercised their right to redeem such shares at a per share redemption price of approximately $10.51. As a result, approximately $199.0 million will be removed from the Company’s Trust Account to pay such holders, and approximately $42.6 million will remain in the Trust Account. Following the redemptions, the Company will have 4,059,402 Class A Ordinary Shares with redemption rights outstanding. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated under the Securities Act. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the SEC on April 17, 2023. The accompanying condensed balance sheet as of December 31, 2022 has been derived from the audited financial statements included in the Annual Report on Form 10-K. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the period ending December 31, 2023 or for any future periods. |
Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the economy 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 condensed financial statements. The condensed 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 in the Ukraine. As a result of this military 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 condensed financial statements. The specifi c impact, if any, Management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that we will be able to complete a Business Combination successfully. |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. 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 condensed financial statements, which management considered in formulating its estimates, could change in the near term. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly-liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. 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 investments consist of a portfolio of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, each 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 and are recognized at fair value. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Gains and losses resulting from the change in fair value of these securities are included in earnings on investments held in the Trust Account in the condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The reporting period, and for its non-financial assets and liabilities that are not re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. 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. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company follows the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of Class A Ordinary Shares outstanding during the period. The Company has not considered the effect of the Public Warrants in the calculation of diluted income per share since the exercise of the warrants is contingent upon the occurrence of future events and, as of March 31, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could potentially be exercised or converted into ordinary shares and then share in the Company’s earnings. The Company’s condensed statements of operations include a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per ordinary share, basic and diluted, for ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income on earnings, by the weighted average number of ordinary shares subject to possible redemption outstanding over the period. Net income (loss) is allocated evenly on a pro rata basis between Class A Ordinary Shares and the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”) based on weighted average number of ordinary shares outstanding over the period. Remeasurement adjustments are not considered in the calculation as remeasurement adjustments do not result in carrying value in the excess of fair value . A reconciliation of net income (loss) per ordinary share is as follows: For The Three Months Ended March 31, 2023 For The Three Months Ended March 31, 2022 Class A Class B Class A Class B Allocation of net income (loss) $ 1,734,263 $ 433,566 $ (102,868 ) $ (25,717 ) Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000 Basic and diluted net income (loss) per share 0.08 0.08 0.00 0.00 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company had no net deferred tax assets as of March 31, 2023. ASC 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. There were no unrecognized tax benefits as of March 31,2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. T he Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands. The Company has reviewed for potential tax filing requirements and liabilities created by maintaining its principal office in the state of Massachusetts, United States, and has determined it has no resulting tax obligations. |
Warrants | Warrants The Company accounts for the 16,233,333 warrants issued in connection with the IPO (the 11,500,000 Public Warrants and the 4,733,333 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity (“ASC 815-40” ) and ASC 480 ‘Distinguishing Liabilities from Equity.’ We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging”. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. |
Sponsor Loan | Sponsor Loan When the Company issues convertible debt it first evaluates the balance sheet classification of the convertible instrument in its entirety to determine whether the instrument should be classified as a liability under ASC 480 and second whether the conversion feature should be accounted for separately from the host instrument. A conversion feature of a convertible debt instrument or certain convertible preferred stock would be separated from the convertible instrument and classified as a derivative liability if the conversion feature, were it a stand-alone instrument, meets the definition of an “embedded derivative” as defined in ASC 815. Generally, characteristics that require derivative treatment include, among others, when the conversion feature is not indexed to the Company’s equity, as defined in ASC 815-40, or when it must be settled either in cash or by issuing stock that is readily convertible to cash. When a conversion feature meets the definition of an embedded derivative, it would be separated from the host instrument and classified as a derivative liability carried on the balance sheet at fair value, with any changes in its fair value recognized currently in the statement of operations. The Sponsor Loan has a conversion feature that allows for converting the loan into warrants. The Company performed an evaluation as outlined and determined that it qualifies for exemption as an equity instrument and is not bifurcated. |
Recent Accounting Standards | Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Reconciliation of Net Income (Loss) Per Ordinary Share | A reconciliation of net income (loss) per ordinary share is as follows: For The Three Months Ended March 31, 2023 For The Three Months Ended March 31, 2022 Class A Class B Class A Class B Allocation of net income (loss) $ 1,734,263 $ 433,566 $ (102,868 ) $ (25,717 ) Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000 Basic and diluted net income (loss) per share 0.08 0.08 0.00 0.00 |
CLASS A ORDINARY SHARES SUBJE_2
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION [Abstract] | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | At March 31, 2023, the Class A Ordinary Shares reflected in the condensed balance sheet are reconciled as follows: Gross proceeds $ 230,000,000 Less: Class A ordinary shares issuance costs (12,739,238 ) Fair value of Public Warrants at issuance (6,900,000 ) Plus: Accretion of carrying value to redemption value 24,239,238 Class A ordinary shares subject to possible redemption at December 31, 2021 234,600,000 Remeasurement of redemption value of Class A ordinary shares subject to possible redemption 3,382,862 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 237,982,862 Remeasurement of redemption value of Class A ordinary shares subject to possible redemption 2,525,117 Class A ordinary shares subject to possible redemption at March 31, 2023 $ 240,507,979 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Financial Assets Measured at Fair Value on Recurring Basis | 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 by level within the fair value hierarchy: As of March 31, 2023 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Trust Funds $ 240,507,979 $ — $ — As of December 31, 2022 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account $ 237,982,862 $ — $ — |
ORGANIZATION AND BUSINESS OPE_2
ORGANIZATION AND BUSINESS OPERATIONS (Details) | 3 Months Ended | |||
Nov. 12, 2021 USD ($) Business $ / shares shares | Mar. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | |
Description of Organization and Business Operations [Abstract] | ||||
Underwriting commissions | $ 4,600,000 | |||
Cash held outside Trust Account | $ 842,353 | $ 946,299 | ||
Cash deposited in trust account | $ 234,600,000 | |||
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 10.2 | |||
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100% | |||
Period to complete Business Combination from closing of Initial Public Offering | 18 months | |||
Minimum [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Number of operating businesses included in Initial Business Combination | Business | 1 | |||
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination | 80% | |||
Post-transaction ownership percentage of the target business | 50% | |||
Percentage of Public Shares restricted from redeeming without prior consent | 15% | |||
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 10 days | |||
Maximum [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Amount of interest to pay dissolution expenses | $ 100,000 | |||
Sponsor [Member] | Sponsor Loan [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Proceeds from Sponsor | $ 4,600,000 | |||
Promissory note interest rate | 0% | |||
Cash deposited in trust account | $ 4,600,000 | |||
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 10.2 | |||
Private Placement Warrants [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Warrants issued (in shares) | shares | 4,733,333 | |||
Private Placement Warrants [Member] | Sponsor [Member] | Sponsor Loan [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Conversion price of warrant (in dollars per share) | $ / shares | $ 1.5 | |||
Class A Ordinary Shares [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Transaction costs | $ 12,739,238 | |||
Public Offering [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Units issued (in shares) | shares | 23,000,000 | |||
Share price (in dollars per share) | $ / shares | $ 10 | |||
Gross proceeds from initial public offering | $ 230,000,000 | |||
Warrants issued (in shares) | shares | 16,233,333 | |||
Transaction costs | $ 13,148,152 | |||
Deferred underwriting commissions | 8,050,000 | |||
Underwriting commissions | 4,600,000 | |||
Other offering costs | 498,152 | |||
Cash held outside Trust Account | 2,030,974 | |||
Cash deposited in trust account | $ 225,400,000 | |||
Sale price of unit (in dollars per share) | $ / shares | $ 10.2 | |||
Public Offering [Member] | Public Warrant [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Number of securities called by each Unit (in shares) | shares | 0.5 | |||
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.5 | |||
Public Offering [Member] | Class A Ordinary Shares [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Number of securities called by each Unit (in shares) | shares | 1 | |||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Number of shares issued upon exercise of warrant (in shares) | shares | 1 | |||
Over-Allotment Option [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Units issued (in shares) | shares | 3,000,000 | |||
Share price (in dollars per share) | $ / shares | $ 10 | |||
Private Placement [Member] | Private Placement Warrants [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Exercise price of warrant (in dollars per share) | $ / shares | 11.5 | |||
Share price (in dollars per share) | $ / shares | $ 1.5 | |||
Warrants issued (in shares) | shares | 4,733,333 | |||
Gross proceeds from private placement | $ 7,100,000 | |||
Cash deposited in trust account | $ 4,600,000 | |||
Private Placement [Member] | Class A Ordinary Shares [Member] | Private Placement Warrants [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Number of shares issued upon exercise of warrant (in shares) | shares | 1 | |||
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.5 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income (Loss) Per Ordinary Share (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Class A [Member] | |||
Net Loss Per Ordinary Share [Abstract] | |||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Reconciliation of Net Income (Loss) Per Ordinary Share [Abstract] | |||
Allocation of net income (loss) | $ 1,734,263 | $ (102,868) | |
Basic weighted-average shares outstanding (in shares) | 23,000,000 | 23,000,000 | |
Diluted weighted-average shares outstanding (in shares) | 23,000,000 | 23,000,000 | |
Basic net income (loss) per share (in dollars per share) | $ 0.08 | $ 0 | |
Diluted net income (loss) per share (in dollars per share) | 0.08 | $ 0 | |
Class B [Member] | |||
Net Loss Per Ordinary Share [Abstract] | |||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Reconciliation of Net Income (Loss) Per Ordinary Share [Abstract] | |||
Allocation of net income (loss) | $ 433,566 | $ (25,717) | |
Basic weighted-average shares outstanding (in shares) | 5,750,000 | 5,750,000 | |
Diluted weighted-average shares outstanding (in shares) | 5,750,000 | 5,750,000 | |
Basic net income (loss) per share (in dollars per share) | $ 0.08 | $ 0 | |
Diluted net income (loss) per share (in dollars per share) | $ 0.08 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Income Taxes [Abstract] | |
Net deferred tax assets | $ 0 |
Unrecognized tax benefits | 0 |
Accrued interest and penalties | 0 |
Income tax provision | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Warrants (Details) | Nov. 12, 2021 shares |
Public Warrants [Member] | |
Warrants [Abstract] | |
Warrants issued (in shares) | 11,500,000 |
Private Placement Warrants [Member] | |
Warrants [Abstract] | |
Warrants issued (in shares) | 4,733,333 |
Public Offering [Member] | |
Warrants [Abstract] | |
Warrants issued (in shares) | 16,233,333 |
PUBLIC OFFERING (Details)
PUBLIC OFFERING (Details) - $ / shares | Nov. 12, 2021 | Mar. 31, 2023 |
Public Warrants [Member] | ||
Public Offering [Abstract] | ||
Exercise price of warrant (in dollars per share) | $ 11.5 | |
Public Offering [Member] | ||
Public Offering [Abstract] | ||
Units issued (in shares) | 23,000,000 | |
Unit price (in dollars per share) | $ 10 | |
Public Offering [Member] | Public Warrants [Member] | ||
Public Offering [Abstract] | ||
Number of securities called by each unit (in shares) | 0.50 | |
Exercise price of warrant (in dollars per share) | $ 11.5 | |
Public Offering [Member] | Class A Ordinary Share [Member] | ||
Public Offering [Abstract] | ||
Number of securities called by each unit (in shares) | 1 | |
Number of shares issued upon exercise of warrant (in shares) | 1 | |
Over-Allotment Option [Member] | ||
Public Offering [Abstract] | ||
Units issued (in shares) | 3,000,000 | |
Unit price (in dollars per share) | $ 10 | |
Private Placement [Member] | Private Placement Warrants [Member] | ||
Public Offering [Abstract] | ||
Unit price (in dollars per share) | 1.5 | |
Exercise price of warrant (in dollars per share) | $ 11.5 | |
Private Placement [Member] | Class A Ordinary Share [Member] | Private Placement Warrants [Member] | ||
Public Offering [Abstract] | ||
Number of shares issued upon exercise of warrant (in shares) | 1 | |
Exercise price of warrant (in dollars per share) | $ 11.5 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | 3 Months Ended | |
Nov. 12, 2021 | Mar. 31, 2023 | |
Private Placement Warrants [Abstract] | ||
Cash deposited in trust account | $ 234,600,000 | |
Working Capital Loans [Member] | ||
Private Placement Warrants [Abstract] | ||
Loans outstanding | $ 0 | |
Working Capital Loans [Member] | Sponsor or Affiliate of Sponsor or Certain of Officers and Directors [Member] | ||
Private Placement Warrants [Abstract] | ||
Conversion price of warrant (in dollars per share) | $ 1.5 | |
Working Capital Loans [Member] | Sponsor or Affiliate of Sponsor or Certain of Officers and Directors [Member] | Maximum [Member] | ||
Private Placement Warrants [Abstract] | ||
Loans that can be converted into Warrants at lenders' discretion | $ 1,500,000 | |
Private Placement Warrants [Member] | ||
Private Placement Warrants [Abstract] | ||
Warrants issued (in shares) | 4,733,333 | |
Private Placement [Member] | Private Placement Warrants [Member] | ||
Private Placement Warrants [Abstract] | ||
Warrants issued (in shares) | 4,733,333 | |
Share price (in dollars per share) | $ 1.5 | |
Gross proceeds from issuance of warrants | $ 7,100,000 | |
Exercise price of warrant (in dollars per share) | $ 11.5 | |
Cash deposited in trust account | $ 4,600,000 | |
Number of trading days | 30 days | |
Private Placement [Member] | Private Placement Warrants [Member] | Class A Ordinary Shares [Member] | ||
Private Placement Warrants [Abstract] | ||
Number of shares issued upon exercise of warrant (in shares) | 1 | |
Exercise price of warrant (in dollars per share) | $ 11.5 |
RELATED PARTY TRANSACTIONS, Fou
RELATED PARTY TRANSACTIONS, Founder Shares (Details) | 3 Months Ended | ||
May 13, 2021 USD ($) shares | Mar. 31, 2023 USD ($) shares | Apr. 30, 2021 shares | |
Class A Ordinary Shares [Member] | Minimum [Member] | |||
Founder Shares [Abstract] | |||
Stock conversion basis at time of business combination | 1 | ||
Sponsor [Member] | Class A Ordinary Shares [Member] | |||
Founder Shares [Abstract] | |||
Ownership interest, as converted percentage | 20% | ||
Sponsor [Member] | Class B Ordinary Shares [Member] | |||
Founder Shares [Abstract] | |||
Number of shares issued (in shares) | 5,750,000 | ||
Proceeds from issuance of ordinary share | $ | $ 25,000 | $ 25,000 | |
Number of shares subject to forfeiture (in shares) | 0 | ||
Sponsor [Member] | Class B Ordinary Shares [Member] | Maximum [Member] | |||
Founder Shares [Abstract] | |||
Number of shares subject to forfeiture (in shares) | 750,000 | 750,000 |
RELATED PARTY TRANSACTIONS, Spo
RELATED PARTY TRANSACTIONS, Sponsor Loan (Details) - USD ($) | 3 Months Ended | ||
Nov. 12, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |||
Cash deposited in Trust Account per Unit (in dollars per share) | $ 10.2 | ||
Sponsor [Member] | Sponsor Loan [Member] | |||
Related Party Transactions [Abstract] | |||
Proceeds from Sponsor | $ 4,600,000 | ||
Loans that can be converted into Warrants at lenders' discretion | $ 1,500,000 | ||
Cash deposited in Trust Account per Unit (in dollars per share) | $ 10.2 | ||
Loans outstanding | $ 4,600,000 | $ 4,600,000 | |
Sponsor [Member] | Sponsor Loan [Member] | Private Placement Warrants [Member] | |||
Related Party Transactions [Abstract] | |||
Conversion price of warrant (in dollars per share) | $ 1.5 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Nov. 12, 2021 | Mar. 31, 2023 | Dec. 31, 2022 |
Underwriting Agreement [Abstract] | |||
Payments for underwriting discount per unit (in dollars per share) | $ 0.2 | ||
Payments for underwriting discount | $ 4,600,000 | ||
Deferred underwriting fee per unit (in dollars per share) | $ 0.35 | ||
Deferred underwriting fees payable | $ 8,050,000 | $ 8,050,000 | $ 8,050,000 |
CLASS A ORDINARY SHARES SUBJE_3
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common Stock Subject to Possible Redemption [Abstract] | |||
Gross proceeds | $ 230,000,000 | ||
Remeasurement of carrying value to redemption value | 24,239,238 | ||
Class A ordinary shares subject to possible redemption | $ 240,507,979 | $ 237,982,862 | |
Remeasurement of redemption value of Class A ordinary shares subject to possible redemption | $ 2,525,117 | 3,382,862 | |
Public Warrants [Member] | |||
Common Stock Subject to Possible Redemption [Abstract] | |||
Fair value of Public Warrants at issuance | (6,900,000) | ||
Class A Ordinary Share [Member] | |||
Temporary Equity, Other Disclosure [Abstract] | |||
Ordinary shares subject to mandatory redemption, shares outstanding (in shares) | 0 | ||
Common Stock Subject to Possible Redemption [Abstract] | |||
Class A ordinary shares issuance costs | (12,739,238) | ||
Class A ordinary shares subject to possible redemption | $ 240,507,979 | $ 237,982,862 | $ 234,600,000 |
SHAREHOLDERS' DEFICIT (Details)
SHAREHOLDERS' DEFICIT (Details) - USD ($) | 3 Months Ended | |||
May 13, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Apr. 30, 2021 | |
Stockholders' Deficit [Abstract] | ||||
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 | ||
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preference shares, shares issued (in shares) | 0 | 0 | ||
Preference shares, shares outstanding (in shares) | 0 | 0 | ||
Class A Ordinary Shares [Member] | ||||
Stockholders' Deficit [Abstract] | ||||
Ordinary shares, shares authorized (in shares) | 200,000,000 | 200,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, shares issued (in shares) | 0 | 0 | ||
Ordinary shares, shares outstanding (in shares) | 0 | 0 | ||
Shares subject to possible redemption (in shares) | 23,000,000 | 23,000,000 | ||
Class B Ordinary Shares [Member] | ||||
Stockholders' Deficit [Abstract] | ||||
Ordinary shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, shares issued (in shares) | 5,750,000 | 5,750,000 | ||
Ordinary shares, shares outstanding (in shares) | 5,750,000 | 5,750,000 | ||
Class B Ordinary Shares [Member] | Sponsor [Member] | ||||
Stockholders' Deficit [Abstract] | ||||
Number of shares subject to forfeiture (in shares) | 0 | |||
Proceeds from issuance of ordinary share | $ 25,000 | $ 25,000 | ||
Class B Ordinary Shares [Member] | Sponsor [Member] | Maximum [Member] | ||||
Stockholders' Deficit [Abstract] | ||||
Number of shares subject to forfeiture (in shares) | 750,000 | 750,000 |
WARRANTS (Details)
WARRANTS (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Nov. 12, 2021 | |
Public Warrants [Member] | ||
Warrants [Abstract] | ||
Period to exercise warrants after Business Combination | 30 days | |
Period to exercise warrants after closing of Initial Public Offering | 12 months | |
Period for registration statement to become effective | 60 days | |
Number of days to file registration statement | 20 days | |
Exercise price of warrant (in dollars per share) | $ 11.5 | |
Expiration period of warrants | 5 years | |
Private Placement Warrants [Member] | ||
Warrants [Abstract] | ||
Limitation period to transfer, assign or sell warrants | 30 days | |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | ||
Warrants [Abstract] | ||
Percentage multiplier | 180% | |
Warrant redemption price (in dollars per share) | $ 0.01 | |
Number of trading days | 20 days | |
Class of warrant or right redemption period | 30 days | |
Threshold consecutive trading days | 30 days | |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Notice period to redeem warrants | 30 days | |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Ordinary Share [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 18 | |
Public Offering [Member] | Public Warrants [Member] | ||
Warrants [Abstract] | ||
Exercise price of warrant (in dollars per share) | $ 11.5 | |
Additional Offering [Member] | ||
Warrants [Abstract] | ||
Percentage of aggregate gross proceeds of issuance available for funding of business combination | 60% | |
Percentage multiplier | 115% | |
Additional Offering [Member] | Maximum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 9.2 | |
Additional Offering [Member] | Class A Ordinary Share [Member] | ||
Warrants [Abstract] | ||
Trading day period to calculate volume weighted average trading price | 20 days |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Assets [Abstract] | |||
Transfers in into Level 3 | $ 0 | $ 0 | |
Transfers out of Level 3 | 0 | $ 0 | |
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | |||
Assets [Abstract] | |||
Marketable securities held in Trust Account | $ 237,982,862 | ||
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Assets [Abstract] | |||
Marketable securities held in Trust Account | 0 | ||
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | |||
Assets [Abstract] | |||
Marketable securities held in Trust Account | $ 0 | ||
U.S. Treasury Trust Funds [Member] | Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | |||
Assets [Abstract] | |||
Marketable securities held in Trust Account | 240,507,979 | ||
U.S. Treasury Trust Funds [Member] | Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Assets [Abstract] | |||
Marketable securities held in Trust Account | 0 | ||
U.S. Treasury Trust Funds [Member] | Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | |||
Assets [Abstract] | |||
Marketable securities held in Trust Account | $ 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | 3 Months Ended | ||||
May 10, 2023 USD ($) $ / shares shares | May 05, 2023 shares | May 13, 2021 shares | Mar. 31, 2023 USD ($) ExtensionOption $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Non-Redemption Agreements [Abstract] | |||||
Remaining cash in trust account | $ | $ 240,507,979 | $ 237,982,862 | |||
Class A Ordinary Shares [Member] | |||||
Non-Redemption Agreements [Abstract] | |||||
Redemption price per share ( in dollars per share) | $ / shares | $ 10.46 | $ 10.35 | |||
Ordinary shares subject to mandatory redemption, shares outstanding (in shares) | 23,000,000 | 23,000,000 | |||
Investor [Member] | Class B Ordinary Shares [Member] | |||||
Non-Redemption Agreements [Abstract] | |||||
Shares of common stock, shares issued (in shares) | 5,750,000 | ||||
Maximum [Member] | |||||
Non-Redemption Agreements [Abstract] | |||||
Number of times to extend period to consummate Business Combination | ExtensionOption | 3 | ||||
Subsequent Event [Member] | |||||
Non-Redemption Agreements [Abstract] | |||||
Cash withdrawn from trust account | $ | $ 199,000,000 | ||||
Remaining cash in trust account | $ | $ 42,600,000 | ||||
Subsequent Event [Member] | Class A Ordinary Shares [Member] | |||||
Non-Redemption Agreements [Abstract] | |||||
Number of shares subject to mandatory redemption issued (in shares) | 18,940,598 | ||||
Redemption price per share ( in dollars per share) | $ / shares | $ 10.51 | ||||
Ordinary shares subject to mandatory redemption, shares outstanding (in shares) | 4,059,402 | ||||
Subsequent Event [Member] | Maximum [Member] | Investor [Member] | Class A Ordinary Shares [Member] | |||||
Non-Redemption Agreements [Abstract] | |||||
Number of shares of common stock not to be redeemed (in shares) | 4,000,000 | ||||
Subsequent Event [Member] | Maximum [Member] | Investor [Member] | Class B Ordinary Shares [Member] | |||||
Non-Redemption Agreements [Abstract] | |||||
Shares of common stock, shares issued (in shares) | 1,000,000 | ||||
Subsequent Event [Member] | Director [Member] | Maximum [Member] | Class B Ordinary Shares [Member] | |||||
Non-Redemption Agreements [Abstract] | |||||
Shares of common stock, shares issued (in shares) | 1,500,000 |