Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Mar. 28, 2023 | |
Document and Entity Information | ||
Document Type | 10-K | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2022 | |
Entity File Number | 001-40945 | |
Entity Registrant Name | PEGASUS DIGITAL MOBILITY ACQUISITION CORP. | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1596591 | |
Entity Address, Address Line One | 71 Fort Street | |
Entity Address, Address Line Two | Grand Cayman | |
Entity Address, City or Town | George Town | |
Entity Address State Or Province | KY | |
Entity Address, Postal Zip Code | KY1-1106 | |
City Area Code | 345 | |
Local Phone Number | 769-4000 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001861541 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false | |
Transition Report | false | |
Auditor Name | BDO USA, LLP | |
Auditor Firm ID | 243 | |
Auditor Location | New York | |
Entity Public Float | $ 227,250,000 | |
ICFR Auditor Attestation Flag | false | |
Units, each consisting of one Class A Ordinary Share and one-half of one redeemable Warrant | ||
Document and Entity Information | ||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share and one-half of one redeemable Warrant | |
Trading Symbol | PGSS.U | |
Security Exchange Name | NYSE | |
Redeemable Warrants, each exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share | ||
Document and Entity Information | ||
Title of 12(b) Security | Redeemable Warrants, each exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share | |
Trading Symbol | PGSS.WS | |
Security Exchange Name | NYSE | |
Class A Ordinary Shares, par value $0.0001 per share | ||
Document and Entity Information | ||
Title of 12(b) Security | Class A Ordinary Shares, par value $0.0001 per share | |
Trading Symbol | PGSS | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 22,500,000 | |
Class B ordinary shares | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 5,625,000 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 428,967 | $ 1,031,397 |
Prepaid expenses - current | 61,381 | 722,726 |
Total current assets | 490,348 | 1,754,123 |
Non-current assets: | ||
Prepaid expenses - non-current | 50,701 | |
Marketable Securities held in Trust Account | 230,595,291 | 227,262,051 |
Total non-current assets | 230,595,291 | 227,312,752 |
Total Assets | 231,085,639 | 229,066,875 |
Current liabilities: | ||
Accounts payable | 297,739 | 2,119 |
Accrued expenses | 469,749 | 193,300 |
Due to related party | 200,530 | 42,776 |
Total current liabilities | 968,018 | 238,195 |
Non-current liabilities: | ||
Warrant liabilities | 498,623 | 11,048,250 |
Deferred underwriting commissions | 7,875,000 | 7,875,000 |
Total non-current liabilities | 8,373,623 | 18,923,250 |
Total Liabilities | 9,341,641 | 19,161,445 |
Commitments and Contingencies | ||
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | ||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,625,000 shares issued and outstanding | 563 | 563 |
Accumulated deficit | (8,851,856) | (17,357,184) |
Total Shareholders' Deficit | (8,851,293) | (17,356,621) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 231,085,639 | 229,066,875 |
Class A ordinary shares subject to redemption | ||
Non-current liabilities: | ||
Class A ordinary shares subject to possible redemption, 22,500,000 shares at redemption value of $10.25 and $10.10 per share as of December 31, 2022 and 2021, respectively | $ 230,595,291 | $ 227,262,051 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value, per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A ordinary shares | ||
Common shares, par value, per share | $ 0.0001 | |
Common shares, shares authorized | 200,000,000 | |
Common shares, shares issued | 22,500,000 | 22,500,000 |
Common shares, shares outstanding | 22,500,000 | 22,500,000 |
Class A ordinary shares subject to redemption | ||
Common stock subject to possible redemption, outstanding (in shares) | 22,500,000 | 22,500,000 |
Temporary equity, redemption price per share | $ 10.25 | $ 10.10 |
Class B ordinary shares | ||
Common shares, par value, per share | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 |
Common shares, shares issued | 5,625,000 | 5,625,000 |
Common shares, shares outstanding | 5,625,000 | 5,625,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Formation and operating costs | $ 36,530 | |
Administrative expenses - related party | 32,139 | $ 168,000 |
Administrative expenses - other | 10,951 | 80,537 |
Listing fee amortization expense | 16,495 | 85,000 |
Legal and accounting expenses | 483,900 | 997,828 |
Insurance expense | 128,702 | 712,934 |
Operating expenses | 708,717 | 2,044,299 |
Loss from operations | (708,717) | (2,044,299) |
Other income (expense): | ||
Realized gain on marketable securities held in Trust Account | 12,051 | 964,584 |
Interest and dividend income on marketable securities held in Trust Account | 1,630,191 | |
Unrealized gain on marketable securities held in Trust Account | 738,465 | |
Offering costs allocated to warrants | 520,432 | |
Change in fair value of warrant liability | 3,570,000 | 10,549,627 |
Total other income, net | 3,061,619 | 13,882,867 |
Net income | 2,352,902 | 11,838,568 |
Class A ordinary shares subject to redemption | ||
Other income (expense): | ||
Net income | $ 8,471,802 | $ 10,137,502 |
Weighted average ordinary shares outstanding, basic | 5,324,910 | 22,500,000 |
Weighted average ordinary shares outstanding, diluted | 5,324,910 | 22,500,000 |
Basic net income (loss) per share | $ 1.59 | $ 0.45 |
Diluted net income (loss) per share | $ 1.59 | $ 0.45 |
Class B ordinary shares | ||
Other income (expense): | ||
Net income | $ (6,118,900) | $ 1,701,066 |
Weighted average ordinary shares outstanding, basic | 5,279,783 | 5,625,000 |
Weighted average ordinary shares outstanding, diluted | 5,279,783 | 5,625,000 |
Basic net income (loss) per share | $ (1.16) | $ 0.30 |
Diluted net income (loss) per share | $ (1.16) | $ 0.30 |
STATEMENTS OF CHANGES IN CLASS
STATEMENTS OF CHANGES IN CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT - USD ($) | Class A Ordinary Shares Subject To Redemption [Member] Common Stock | Class A Ordinary Shares Subject To Redemption [Member] Accumulated Deficit | Class A Ordinary Shares Subject To Redemption [Member] | Common Class B [Member] Common Stock | Common Class B [Member] | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Mar. 29, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Balance at the beginning (in shares) at Mar. 29, 2021 | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Class B ordinary shares issued to Sponsor | $ 563 | 24,437 | 25,000 | ||||||
Class B ordinary shares issued to sponsor (in shares) | 5,625,000 | ||||||||
Sale of Units through public offering net of issuance costs | $ 194,399,258 | ||||||||
Sale of Units through public offering net of issuance costs (in shares) | 22,500,000 | ||||||||
Excess of cash received over the fair value of the Private Placement Warrants | 2,632,500 | 2,632,500 | |||||||
Excess of fair value of Anchor Shares sold over the purchase price | 9,784,020 | 9,784,020 | |||||||
Settlement of Private Placement Warrant liabilities due to the transfer of these warrants to directors and officers | 711,750 | 711,750 | |||||||
Accretion of Class A ordinary shares to redemption amount | $ 32,862,793 | $ (32,862,793) | $ (32,862,793) | (12,440,957) | (20,421,836) | (32,862,793) | |||
Net income | 0 | $ 8,471,802 | $ 0 | $ (6,118,900) | $ 0 | 2,352,902 | 2,352,902 | ||
Balance at the end at Dec. 31, 2021 | $ 227,262,051 | $ 563 | (17,357,184) | (17,356,621) | |||||
Balance at the end (in shares) at Dec. 31, 2021 | 22,500,000 | 5,625,000 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Sale of Units through public offering net of issuance costs (in shares) | 22,500,000 | ||||||||
Accretion of Class A ordinary shares to redemption amount | $ 3,333,240 | $ (3,333,240) | $ (3,333,240) | (3,333,240) | (3,333,240) | ||||
Net income | $ 10,137,502 | $ 1,701,066 | 11,838,568 | 11,838,568 | |||||
Balance at the end at Dec. 31, 2022 | $ 230,595,291 | $ 563 | $ (8,851,856) | $ (8,851,293) | |||||
Balance at the end (in shares) at Dec. 31, 2022 | 22,500,000 | 5,625,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income | $ 2,352,902 | $ 11,838,568 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Unrealized gain on marketable securities held in Trust Account | (738,465) | |
Realized gain on marketable securities held in Trust Account | (12,051) | (964,584) |
Offering costs allocated to warrants | (520,432) | |
Unrealized gain on fair value changes of warrants | (3,570,000) | (10,549,627) |
Changes in current assets and current liabilities: | ||
Prepaid expenses | (773,427) | 712,046 |
Due to related party | 42,776 | 157,754 |
Accounts payable and accrued expenses | 78,419 | 572,069 |
Net cash used in operating activities | (1,360,949) | 1,027,761 |
Cash Flows from Investing Activities: | ||
Proceeds from redemption and sale of marketable securities held in Trust Account | 516,492,651 | |
Purchase and reinvestment of marketable securities held in Trust Account | (227,250,000) | (518,122,842) |
Net cash used in investing activities | (227,250,000) | (1,630,191) |
Cash Flows from Financing Activities: | ||
Proceeds from initial public offering | 220,500,000 | |
Proceeds from private placement warrants | 9,750,000 | |
Proceeds from issuance of founder shares | 25,000 | |
Proceeds from promissory note | 212,710 | |
Payment on promissory note | (212,710) | |
Payment of offering costs | (632,654) | |
Net cash provided by financing activities | 229,642,346 | |
Net Change in Cash | 1,031,397 | (602,430) |
Cash - Beginning | 0 | 1,031,397 |
Cash-Ending | 1,031,397 | 428,967 |
Supplemental Disclosure of Non-cash Financing Activities: | ||
Accretion of Class A ordinary shares subject to possible redemption | $ 3,333,240 | |
Accrued offering costs | 117,000 | |
Deferred underwriting commissions | 7,875,000 | |
Settlement of Private Placement Warrants liability | $ 711,750 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Business Operations | |
Organization and Business Operations | Note 1 - Organization and Business Operations Pegasus Digital Mobility Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on March 30, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses or assets (the “Business Combination”). The Company has not selected any Business Combination target. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from March 30, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (“IPO”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of gains/losses on marketable securities (net), dividends and interest on cash held in Trust Account from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Pegasus Digital Mobility Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”). Financing The registration statement for the Company’s IPO was declared effective by the SEC on October 21, 2021 (the “Effective Date”). On October 26, 2021, the Company consummated the IPO of 20,000,000 units at $10.00 per unit (a “Unit”), generating gross proceeds to the Company of $200,000,000. Each Unit consists of one Class A ordinary share and one-half Simultaneously with the consummation of the IPO, the Company consummated the sale of 9,000,000 warrants (the “Private Placement Warrants”), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds to the Company of $9,000,000. Depending on the extent to which the underwriters’ over-allotment option was exercised, the Sponsor agreed to purchase an additional 900,000 Private Placement Warrants. On November 4, 2021, the underwriters partially exercised the over-allotment option and, on November 8, 2021, purchased 2,500,000 Units, generating aggregate gross proceeds of $25,000,000. On November 8, 2021, simultaneously with the sale of the over-allotment Units, the Company consummated the private sale of an additional 750,000 Private Placement Warrants, generating gross proceeds to the Company of $750,000. For the period March 30, 2021 (inception) through December 31, 2021, transaction costs amounted to $13,124,654 consisting of $4,500,000 of underwriting discounts, $7,875,000 of deferred underwriting commissions and $749,654 of other offering costs. Offering costs associated with the sale of the warrants was $520,432 and was expensed for the period March 30, 2021 (inception) through December 31, 2021. Prior to the IPO, qualified institutional buyers or institutional accredited investors (the “Anchor Investors”) expressed to the Company an interest in purchasing Units in the IPO in exchange for the Sponsor agreeing to sell the Anchor Investors Class B ordinary shares, par value $0.0001 (“Founder Shares”). Upon close of the IPO, the Anchor Investors received 1,375,000 Founder Shares (“Anchor Shares”) from the Sponsor. The fair value of the Anchor Shares was treated as an issuance cost of the offering which was allocated to the Class A ordinary shares and Public Warrants. On November 4, 2021, the Sponsor transferred an aggregate of 843,750 Class B ordinary shares to the Company’s officers and independent directors (see Note 6). On December 6, 2021, 125,000 of the Class B ordinary shares were forfeited by the Sponsor as a result of the underwriters’ partial exercise of the over-allotment option and the expiration of the over-allotment option. All shares and per-share amounts have been retroactively restated to reflect the forfeiture of the 125,000 Class B ordinary shares. Trust Account Following the closing of the IPO on October 26, 2021, $202,000,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and portion of the sale of the Private Placement Warrants was deposited into a trust account (“Trust Account”) and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act that invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (a) the completion of its initial Business Combination, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (i) to modify the substance or timing of its obligation to redeem 100% of its public shares if the Company does not complete its initial Business Combination within 18 months from the closing of the IPO, which is extendable at the Sponsor’s option up to 21 months as describe above (the “Combination Period”) or (ii) with respect to any other provisions relating to shareholders’ rights or pre-initial Business Combination activity; and (c) the redemption of its public shares if the Company is unable to complete its Business Combination within the Combination Period, subject to applicable law. Initial Business Combination The initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions held in the Trust Account). However, the Company will only complete such Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. On January 23, 2023, the Company issued a non-convertible unsecured promissory note (the “Extension Note”) in the principal amount of $2,250,000 to the Sponsor (see Note 10). The Sponsor deposited the funds into the Trust Account. The Extension Note was issued in connection with the decision by the Company’s board of directors to exercise the first extension option in accordance with the Company’s amended and restated memorandum and articles of association and to extend the date by which the Company must consummate a business combination transaction from January 26, 2023 to April 26, 2023 (i.e., for a period of time ending 18 months after the consummation of the IPO). The Extension Note bears no interest and is repayable in full upon the consummation of a business combination by the Company. If the Company does not consummate a business combination, the Extension Note will not be repaid and all amounts owed under the Extension Note will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account. The Company will have until 18 months from the closing of the IPO to consummate the initial Business Combination. If the Company anticipates that it may not be able to consummate the initial Business Combination within 18 months, the Company may, by resolution of its board of directors at the option of the Sponsor, extend the period of time the Company will have to consummate an initial Business Combination one more time by an additional three months, subject to the Sponsor contributing $0.10 per unit to the Trust Account (as defined below). The Company’s shareholders will not be entitled to vote on, or redeem their shares in connection with, any such extension. Pursuant to the terms of the amended and restated memorandum and articles of association, in order to extend the period of time to consummate an initial Business Combination in such a manner, the Sponsor must deposit $2,250,000 into the Trust Account on or prior to the date of the applicable deadline, for such three-month extension. The Sponsor has the option to accelerate its deposit at any time following the closing of the IPO and prior to the consummation of the initial Business Combination with the same effect of extending the time the Company will have to consummate an initial Business Combination by three months. Following the closing of the over-allotment option, on November 8, 2021, $25,250,000 ($10.10 per Unit) from the net proceeds of the sale of the over-allotment Units and a portion of the sale of the Private Placement Warrants sold simultaneously with the over-allotment Units was deposited into the Trust Account. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (1) in connection with a general meeting called to approve the Business Combination or (2) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Company will also provide its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of its initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two The ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity”, and subsequently accreted to redemption value. In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The initial shareholders, directors, officers and advisors have agreed to waive: (i) their redemption rights with respect to any Founder Shares and public shares held by them, as applicable, in connection with the completion of the Company’s initial Business Combination; (ii) their redemption rights with respect to any Founder Shares and public shares held by them in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating the rights of holders of the Class A ordinary shares; and (iii) their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete its initial Business Combination within the Combination Period or during any extended time that the Company has to consummate a Business Combination beyond the Combination Period as a result of a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (an “Extension Period”) (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame) and (4) vote their Founder Shares and any public shares purchased during or after the IPO in favor of the Company’s initial Business Combination. Each of the Anchor Investors has entered into an investment agreement with the Company pursuant to which they have agreed that any Founder Shares held by them are (i) not entitled to redemption rights in connection with the completion of our initial Business Combination or in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association and (ii) not entitled to liquidating distributions from the Trust Account with respect to any Founder Shares the Anchor Investor holds in the event the Company fails to complete its initial Business Combination within the Combination Period or during any Extension Period. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.10 per public share or (2) such 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 the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations Liquidity and Going Concern As of December 31, 2022, the Company had $428,967 of cash and a working capital deficit of $477,670. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the current liquidity conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date that the financial statements were issued. These 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. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined below). As of December 31, 2022 and 2021, there were no amounts outstanding under any Working Capital Loans. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on market conditions, along with the ongoing conflict between Russia and Ukraine, and resulting market volatility and has concluded that while it is reasonably possible that these events could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. The ongoing conflict in Ukraine—along with the responses of the governments of the United States, European Union (“EU”) member states, the United Kingdom, and other nations—have the potential to materially adversely affect a potential target business’s operations or assets in—or (direct or indirect) dealings with parties organized or located within—Ukraine, Russia, and Belarus. Due to recent geopolitical developments, the United States, EU, United Kingdom, and other nations have announced or threatened new sanctions and export restrictions targeting Russian and Belarusian individuals and entities, as well as disputed territories within Ukraine. Russia and its allies may respond with countermeasures, which could further restrict the target business’s operations in or related to the foregoing countries. It is unclear how long existing restrictions (and countermeasures) will remain in place or whether new restrictions (or countermeasures) may be imposed. Any of the foregoing could have a material adverse impact on a potential target business’s financial condition, results of operations, or prospects. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2 - Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, the Company is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statement, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period. Use of Estimates The preparation of financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Critical accounting estimates and assumptions are utilized in determining the values of the warrant liability, Class A ordinary shares subject to possible redemption, and net income (loss) per ordinary share. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents. As of December 31, 2022 and 2021, the Company had no cash equivalents. Investments held in Trust Account Trading securities in the Trust Account were invested in U.S. Treasury Securities and marketable securities which are reported at fair value. The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in marketable securities held in the Trust Account and recorded to net income each period. The estimated fair values of the investments held in the Trust Account are determined using available market information. Share Based Compensation The Company accounts for the transfer of Founder Shares to the Company’s officers and independent directors in accordance with ASC Topic 718, “Compensation-Stock Compensation”. The awards have a performance condition that requires the consummation of an initial business combination to fully vest. As the performance condition is not probable, and will likely not become probable until the consummation of an initial business combination, the Company will defer recognition of the compensation costs until the consummation of an initial business combination. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage. The Company has not experienced losses on these accounts. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC Topic 480. Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity (deficit). The Company’s Class A ordinary shares contain certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, 22,500,000 Class A ordinary shares subject to possible redemption are presented as, at redemption value, as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. For the twelve months ended December 31, 2022, the Company recorded accretion of $3,333,240, which was recorded within accumulated deficit. For the period March 30, 2021 (inception) through December 31, 2021, the Company recorded accretion of $32,862,793, $12,440,957 of which was recorded as a reduction to additional paid-in capital and $20,421,836 of which was included as additional accumulated deficit. Offering Costs associated with the Initial Public Offering Offering costs consist principally of professional and registration fees that are related to the IPO. Upon the completion of the IPO, the offering costs were allocated between the Company’s Class A ordinary shares and the public warrants. The costs allocated to the public warrants amounting to $520,432 were recognized in other expenses and those related to the Company’s Class A ordinary shares amounting to $12,604,222 were charged against the carrying value of the Class A ordinary shares. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, other than the warrant liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Derivative Financial Instruments The Company accounts for derivative financial instruments in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. Warrants The Company accounts for the Public Warrants and Private Placement Warrants as liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC Topic 480 and ASC Topic 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC Topic 480, meet the definition of a liability pursuant to ASC Topic 480, and whether the warrants meet all of the requirements for equity classification under ASC Topic 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, 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 while the warrants are outstanding. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the shareholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, as such, the warrants must be recorded as derivative liability. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statement of operations. 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. ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s balance sheet. Net Income (Loss) per Ordinary Share The statement of operations includes a presentation of income (loss) per Class A redeemable public share and income (loss) per founder non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the public Class A redeemable shares and founder non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the Class A ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. The Company has not included the Public Warrants and the Private Placement Warrants in the calculation of diluted loss per share since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 80% for the Class A redeemable public shares and 20% for the founder non-redeemable shares for the year ended December 31, 2022, reflective of the respective participation rights. The Company split the amount to be allocated using a ratio of 81% for the Class A redeemable public shares and 19% for the founder non-redeemable shares for the period from March 30, 2021 (inception) through December 31, 2021, reflective of the respective participation rights. The earnings per share presented in the statements of operations for the year ended December 31, 2022 is based on the following: Twelve Months Ended December 31, 2022 Net income $ 11,838,568 Accretion of temporary equity to redemption value (3,333,240) Net income including accretion of temporary equity to redemption value $ 8,505,328 Twelve Months Ended December 31, 2022 Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity $ 6,804,262 $ 1,701,066 Allocation of accretion of temporary equity to redemption value 3,333,240 — Allocation of net income $ 10,137,502 $ 1,701,066 Denominator: Weighted-average shares outstanding 22,500,000 5,625,000 Basic and diluted net income per share $ 0.45 $ 0.30 The earnings per share presented in the statement of operations for the period from March 30, 2021 (inception) through December 31, 2021 is based on the following: For the period from March 30, 2021 (Inception) through December 31, 2021 Net income $ 2,352,902 Accretion of temporary equity to redemption value (32,862,793) Net loss including accretion of temporary equity to redemption value $ (30,509,891) For the period from March 30, 2021 (Inception) through December 31, 2021 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net income (loss) including accretion of temporary equity $ (24,390,991) $ (6,118,900) Allocation of accretion of temporary equity to redemption value 32,862,793 — Allocation of net income (loss) $ 8,471,802 $ (6,118,900) Denominator: Weighted-average shares outstanding 5,324,910 5,279,783 Basic and diluted net income (loss) per share $ 1.59 $ (1.16) In connection with the underwriters’ partial exercise of their over-allotment option on November 8, 2021, 625,000 Founder Shares were no longer subject to forfeiture and the Founder Shares were retroactively adjusted. Recent Accounting Pronouncements In August 2020, FASB issued ASU 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)” to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Initial Public Offering | |
Initial Public Offering | Note 3-Initial Public Offering On October 26, 2021, the Company sold 20,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one On November 4, 2021, the underwriters partially exercised the over-allotment option, and, on November 8, 2021, purchased 2,500,000 Units, generating aggregate gross proceeds of $25,000,000. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2022 | |
Private Placement | |
Private Placement | Note 4-Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 9,000,000 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $9,000,000 in the aggregate, in a private placement. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination. The Sponsor, as well as its permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis. On November 8, 2021, simultaneously with the sale of the over-allotment Units, the Company consummated the private sale of an additional 750,000 Private Placement Warrants, generating gross proceeds to the Company of $750,000 for the period from March 30, 2021 (inception) through December 31, 2021. Offering costs associated with the sale of the Private Placement Warrants was $520,432 and was expensed for the period March 30, 2021 (inception) through December 31, 2021. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. A portion of the proceeds from the Private Placement Warrants in the amount of $2,250,000 was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the public shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless. The Private Placement Warrants are identical to the Public Warrants, except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by the Company (except in certain redemption scenarios when the price per Class A ordinary share equals or exceeds $10.00 (as adjusted)); (2) they (including the Class A ordinary shares issuable upon exercise of Private Placement Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Company’s initial Business Combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) are entitled to registration rights. |
Derivative Financial instrument
Derivative Financial instruments | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Financial instruments | |
Derivative Financial instruments | Note 5-Derivative Financial instruments Warrants On December 31, 2022 and 2021, 21,000,000 warrants were outstanding (11,250,000 Public Warrants and 9,750,000 Private Placement Warrants). Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination and 12 months from the closing of the IPO and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If any such registration statement has not been declared effective by the 60th business day following the closing of the initial Business Combination, holders of the warrants will have the right, during the period beginning on the 61st business day after the closing of the initial Business Combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the Company fails to have maintained an effective registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, to exercise such warrants on a “cashless basis.” Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they do not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but will use the Company’s commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In the case of a cashless exercise, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361 Class A ordinary shares per warrant. The “fair market value” as used in the preceding sentence shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. 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 not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant). Redemption of w arrants when the price per Class A ordinary share equals or exceeds $10.00 ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined above); ● if, and only if, the Reference Value (as defined above under “—Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 ”) equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant); and ● if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants. If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A ordinary shares and upon completion of such offer, the offeror owns beneficially more than 50% of the outstanding Class A ordinary shares, the holder of the warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such warrant had been exercised, accepted such offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to the offer. If less than 70% of the consideration receivable by the holders of the Class A ordinary shares in the applicable event is payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an established over-the-counter market, and if the holder of the warrant properly exercises the warrant within thirty The Company accounts for the Public Warrants and Private Placement Warrants as liabilities in accordance with the guidance contained in ASC Topic 815-40, “Derivatives and Hedging—Contracts in Entity’s Own Equity”. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the shareholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, as such, the warrants must be recorded as derivative liability. Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC Topic 815-40, and thus the Private Placement Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | Note 6 - Related Party Transactions Working Capital Loans In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Company’s Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to the Sponsor. The terms of the Working Capital Loans, if any, have not been determined and no written agreements exist with respect to the Working Capital Loans. The Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Company’s Trust Account. As of December 31, 2022 and 2021, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement The Company entered into an Administrative Services Agreement pursuant to which it will pay an affiliate of the Sponsor a total of $14,000 per month for office space and administrative and support services. The agreement was effective upon the Company’s IPO and terminates upon completion of the initial Business Combination or its liquidation, the Company will cease paying these monthly fees. As of December 31, 2022 and 2021, the Company incurred and accrued for $168,000 and $32,139, respectively, under the Administrative Services Agreement as due to related party on the balance sheet and as administrative expenses – related party in the statements of operations. Payables to Related Parties The due to related party balance in 2022 consists of administrative fees incurred, but not yet paid, through December 31, 2022 and a payable to the Sponsor for amounts paid on its behalf. The due to related party balance in 2021 consisted of administrative fees incurred, but not yet paid, through December 31, 2021 and a legal fee payment made by an affiliate on behalf of the Company. As of December 31, 2022 and 2021, the Company had a due to related party payable of $200,530 and $42,776, respectively. Founder Shares On April 16, 2021, the Sponsor paid $25,000 in consideration for 5,750,000 Founder Shares. Up to 750,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. Upon close of the IPO, the Anchor Investors received 1,375,000 Founder Shares from the Sponsor. On November 4, 2021, the Sponsor transferred an aggregate of 843,750 Class B ordinary shares to the Company’s officers and independent directors. On December 6, 2021, 125,000 of the Class B ordinary shares were forfeited by the Sponsor as a result of the underwriters’ partial exercise of the over-allotment option and the expiration of the over-allotment option. All shares and per-share amounts have been retroactively restated to reflect the forfeiture of the 125,000 Class B ordinary shares. Promissory Note-Related Party On April 16, 2021, the Sponsor agreed to loan the Company up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of the IPO. The Company borrowed $212,710 under the $300,000 promissory note with its Sponsor. The loan was non-interest bearing, unsecured, and due at the earlier of April 30, 2022 or the closing of the IPO. The loan was fully repaid on October 26, 2021 and the Company is not able to borrow additional amounts under the promissory note since the date of repayment. |
Commitments & Contingencies
Commitments & Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments & Contingencies | |
Commitments & Contingencies | Note 7 - Commitments & Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued on conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed in connection with the IPO requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statement filed subsequent to the Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. 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 statement. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the IPO to purchase up to an additional 3,000,000 units to cover over-allotments, if any. On October 26, 2021, the Company paid a cash underwriting discount of 2.0% per Unit, or $4,000,000. Additionally, the underwriters will be entitled to a deferred underwriting commission of 3.5% of the gross proceeds of the IPO totaling $7,000,000 upon the completion of the Company’s initial Business Combination. On November 4, 2021, the underwriters partially exercised the over-allotment option and, on November 8, 2021, purchased 2,500,000 Units, generating aggregate gross proceeds of $25,000,000, and the Company incurred $500,000 in cash underwriting discounts and $875,000 in deferred underwriting commissions. |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2022 | |
Shareholders' Equity (Deficit) | |
Shareholders' Equity (Deficit) | Note 8 – Shareholders’ Equity (Deficit) Preference shares Class A ordinary shares Class B ordinary shares outstanding On December 6, 2021, 125,000 of the Class B ordinary shares were forfeited by the Sponsor as a result of the underwriters’ partial exercise of the over-allotment option and the expiration of the over-allotment option. As of December 31, 2022 and 2021, there were 5,625,000 Class B ordinary shares issued and outstanding. The sales or transfers of the Class B ordinary shares and Private Placement Warrants to the Company’s officers and independent directors, as described above, is within the scope of ASC Topic 718, “Compensation-Stock Compensation”. Under ASC 718, stock-based compensation associated with equity classified awards is measured at fair value upon the grant date. These Private Placement Warrants, which have originally been recorded as a derivative liability, have been settled on the November 4, 2021 grant date. The settlement of the $711,750 derivative liability was recorded in accumulated deficit in the accompanying balance sheet. The Class B ordinary shares and Private Placement Warrants were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to those is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Class B ordinary shares granted times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of those shares. As of December 31, 2022 and 2021, the Company determined that a Business Combination is not probable and therefore, no stock-based compensation expense has been recognized. The unrecognized stock-based compensation expense as of December 31, 2022 was $6,719,250. The Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each ordinary share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law; provided, that, prior to the initial Business Combination, holders of the Class B ordinary shares will have the right to appoint all of the Company’s directors and remove members of the board of directors for any reason, and holders of the Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the IPO and related to the closing of the initial Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of the IPO plus all Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with the initial Business Combination, including but not limited to a private placement of equity or debt. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | Note 9 - Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Quoted Significant Significant Prices In Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: Marketable Securities held in Trust Account $ 230,595,291 $ 230,595,291 Liabilities: Warrant liabilities – Public Warrants $ 280,125 $ 280,125 $ — $ — Warrant liabilities – Private Placement Warrants 218,498 — 218,498 — Total Liabilities $ 498,623 $ 280,125 $ 218,498 $ — Quoted Significant Significant Prices In Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Assets: Marketable Securities held in Trust Account – Money Market Funds $ 112,628,152 $ 112,628,152 – US Treasuries 114,633,899 114,633,899 — — Total Assets $ 227,262,051 $ 227,262,051 $ — $ — Liabilities: Warrant liabilities – Public Warrants $ 6,300,000 $ 6,300,000 $ — $ — Warrant liabilities – Private Placement Warrants 4,748,250 — — 4,748,250 Total Liabilities $ 11,048,250 $ 6,300,000 $ — $ 4,748,250 Transfers between Levels 1, 2 and 3 are recognized at the end of the reporting period. The Public Warrants are publicly traded and as such are classified as Level 1. The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a binomial model are assumptions related to expected stock-price volatility, expected term, dividend yield and risk-free interest rate. The Company estimates the volatility of its Class A ordinary shares based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining term of the Private Placement Warrants. The expected term of the Private Placement Warrants is simulated based on management assumptions regarding the timing and likelihood of completing a Business Combination. The dividend rate is based on the historical rate, which the Company anticipates will remain at zero. The Company transferred the Private Placement Warrants from Level 3 to Level 2 during the year ended December 31, 2022, as the inputs significant to the valuation became observable as they are benchmarked to those used for the Public Warrants. The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our liabilities classified as Level 3: Warrant Liability Fair value at March 30, 2021 (inception) $ — Initial classification of Public Warrant and Private Placement Warrant liability at October 26, 2021 15,330,000 Transfer of Public Warrant liability to Level 1 (6,300,000) Settlement of Private Placement Warrant liabilities due to the transfer of these warrants to directors and officers (Note 8) (711,750) Change in fair value (3,570,000) Derivative warrant liabilities as of December 31, 2021 4,748,250 Change in fair value (360,750) Transfer of Private Placement warrant liability to Level 2 (4,387,500) Derivative warrant liabilities as of December 31, 2022 $ — The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021: Inputs December 31, 2022 December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 10.28 $ 9.81 Volatility 0.0 % 11.0 % Expected term of the warrants 5 years 5 years Risk-free rate 4.35 % 1.23 % Dividend yield 0.0 % 0.0 % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | |
Subsequent Events | Note 10-Subsequent Events On January 23, 2023, the Company issued the Extension Note in the principal amount of $2,250,000 to the Sponsor. The Sponsor deposited the funds into the Trust Account. The Extension Note was issued in connection with the decision by the Company’s board of directors to exercise the first extension option in accordance with the Company’s amended and restated memorandum and articles of association and to extend the date by which the Company must consummate a business combination transaction from January 26, 2023 to April 26, 2023 (i.e., for a period of time ending 18 months after the consummation of the IPO). The Extension Note bears no interest and is repayable in full upon the consummation of a business combination by the Company. If the Company does not consummate a business combination, the Extension Note will not be repaid and all amounts owed under the Extension Note will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account. On March 15, 2023, the Company issued a non-convertible unsecured promissory note in the principal amount of $1,100,000 to the Sponsor to provide the Company additional working capital. The promissory note is non-interest bearing and repayable in full upon the consummation of a business combination by the Company. On March 15, 2023, the Company agreed to amend and restate certain provisions of the Extension Note to align the terms with the $1,100,000 promissory note issued on March 15, 2023. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, the Company is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statement, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period. |
Use of Estimates | Use of Estimates The preparation of financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Critical accounting estimates and assumptions are utilized in determining the values of the warrant liability, Class A ordinary shares subject to possible redemption, and net income (loss) per ordinary share. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents. As of December 31, 2022 and 2021, the Company had no cash equivalents. |
Investments held in Trust Account | Investments held in Trust Account Trading securities in the Trust Account were invested in U.S. Treasury Securities and marketable securities which are reported at fair value. The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in marketable securities held in the Trust Account and recorded to net income each period. The estimated fair values of the investments held in the Trust Account are determined using available market information. |
Share Based Compensation | Share Based Compensation The Company accounts for the transfer of Founder Shares to the Company’s officers and independent directors in accordance with ASC Topic 718, “Compensation-Stock Compensation”. The awards have a performance condition that requires the consummation of an initial business combination to fully vest. As the performance condition is not probable, and will likely not become probable until the consummation of an initial business combination, the Company will defer recognition of the compensation costs until the consummation of an initial business combination. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage. The Company has not experienced losses on these accounts. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC Topic 480. Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity (deficit). The Company’s Class A ordinary shares contain certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, 22,500,000 Class A ordinary shares subject to possible redemption are presented as, at redemption value, as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. For the twelve months ended December 31, 2022, the Company recorded accretion of $3,333,240, which was recorded within accumulated deficit. For the period March 30, 2021 (inception) through December 31, 2021, the Company recorded accretion of $32,862,793, $12,440,957 of which was recorded as a reduction to additional paid-in capital and $20,421,836 of which was included as additional accumulated deficit. |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering Offering costs consist principally of professional and registration fees that are related to the IPO. Upon the completion of the IPO, the offering costs were allocated between the Company’s Class A ordinary shares and the public warrants. The costs allocated to the public warrants amounting to $520,432 were recognized in other expenses and those related to the Company’s Class A ordinary shares amounting to $12,604,222 were charged against the carrying value of the Class A ordinary shares. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, other than the warrant liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. |
Derivative Financial Instruments | Derivative Financial Instruments The Company accounts for derivative financial instruments in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. |
Warrants | Warrants The Company accounts for the Public Warrants and Private Placement Warrants as liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC Topic 480 and ASC Topic 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC Topic 480, meet the definition of a liability pursuant to ASC Topic 480, and whether the warrants meet all of the requirements for equity classification under ASC Topic 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, 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 while the warrants are outstanding. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the shareholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, as such, the warrants must be recorded as derivative liability. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statement of operations. |
Income Taxes | 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. ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s balance sheet. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The statement of operations includes a presentation of income (loss) per Class A redeemable public share and income (loss) per founder non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the public Class A redeemable shares and founder non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the Class A ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. The Company has not included the Public Warrants and the Private Placement Warrants in the calculation of diluted loss per share since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 80% for the Class A redeemable public shares and 20% for the founder non-redeemable shares for the year ended December 31, 2022, reflective of the respective participation rights. The Company split the amount to be allocated using a ratio of 81% for the Class A redeemable public shares and 19% for the founder non-redeemable shares for the period from March 30, 2021 (inception) through December 31, 2021, reflective of the respective participation rights. The earnings per share presented in the statements of operations for the year ended December 31, 2022 is based on the following: Twelve Months Ended December 31, 2022 Net income $ 11,838,568 Accretion of temporary equity to redemption value (3,333,240) Net income including accretion of temporary equity to redemption value $ 8,505,328 Twelve Months Ended December 31, 2022 Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity $ 6,804,262 $ 1,701,066 Allocation of accretion of temporary equity to redemption value 3,333,240 — Allocation of net income $ 10,137,502 $ 1,701,066 Denominator: Weighted-average shares outstanding 22,500,000 5,625,000 Basic and diluted net income per share $ 0.45 $ 0.30 The earnings per share presented in the statement of operations for the period from March 30, 2021 (inception) through December 31, 2021 is based on the following: For the period from March 30, 2021 (Inception) through December 31, 2021 Net income $ 2,352,902 Accretion of temporary equity to redemption value (32,862,793) Net loss including accretion of temporary equity to redemption value $ (30,509,891) For the period from March 30, 2021 (Inception) through December 31, 2021 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net income (loss) including accretion of temporary equity $ (24,390,991) $ (6,118,900) Allocation of accretion of temporary equity to redemption value 32,862,793 — Allocation of net income (loss) $ 8,471,802 $ (6,118,900) Denominator: Weighted-average shares outstanding 5,324,910 5,279,783 Basic and diluted net income (loss) per share $ 1.59 $ (1.16) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, FASB issued ASU 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)” to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies | |
Schedule of reconciliation of net income (loss) used in earnings per share | Twelve Months Ended December 31, 2022 Net income $ 11,838,568 Accretion of temporary equity to redemption value (3,333,240) Net income including accretion of temporary equity to redemption value $ 8,505,328 For the period from March 30, 2021 (Inception) through December 31, 2021 Net income $ 2,352,902 Accretion of temporary equity to redemption value (32,862,793) Net loss including accretion of temporary equity to redemption value $ (30,509,891) |
Schedule of reconciliation of earnings per share | Twelve Months Ended December 31, 2022 Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity $ 6,804,262 $ 1,701,066 Allocation of accretion of temporary equity to redemption value 3,333,240 — Allocation of net income $ 10,137,502 $ 1,701,066 Denominator: Weighted-average shares outstanding 22,500,000 5,625,000 Basic and diluted net income per share $ 0.45 $ 0.30 For the period from March 30, 2021 (Inception) through December 31, 2021 Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net income (loss) including accretion of temporary equity $ (24,390,991) $ (6,118,900) Allocation of accretion of temporary equity to redemption value 32,862,793 — Allocation of net income (loss) $ 8,471,802 $ (6,118,900) Denominator: Weighted-average shares outstanding 5,324,910 5,279,783 Basic and diluted net income (loss) per share $ 1.59 $ (1.16) |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value of Financial Instruments | |
Schedule of fair value, assets and liabilities measured on recurring basis | Quoted Significant Significant Prices In Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: Marketable Securities held in Trust Account $ 230,595,291 $ 230,595,291 Liabilities: Warrant liabilities – Public Warrants $ 280,125 $ 280,125 $ — $ — Warrant liabilities – Private Placement Warrants 218,498 — 218,498 — Total Liabilities $ 498,623 $ 280,125 $ 218,498 $ — Quoted Significant Significant Prices In Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Assets: Marketable Securities held in Trust Account – Money Market Funds $ 112,628,152 $ 112,628,152 – US Treasuries 114,633,899 114,633,899 — — Total Assets $ 227,262,051 $ 227,262,051 $ — $ — Liabilities: Warrant liabilities – Public Warrants $ 6,300,000 $ 6,300,000 $ — $ — Warrant liabilities – Private Placement Warrants 4,748,250 — — 4,748,250 Total Liabilities $ 11,048,250 $ 6,300,000 $ — $ 4,748,250 |
Schedule of reconciliation of changes in fair value of warrant liability classified as level 3 | Warrant Liability Fair value at March 30, 2021 (inception) $ — Initial classification of Public Warrant and Private Placement Warrant liability at October 26, 2021 15,330,000 Transfer of Public Warrant liability to Level 1 (6,300,000) Settlement of Private Placement Warrant liabilities due to the transfer of these warrants to directors and officers (Note 8) (711,750) Change in fair value (3,570,000) Derivative warrant liabilities as of December 31, 2021 4,748,250 Change in fair value (360,750) Transfer of Private Placement warrant liability to Level 2 (4,387,500) Derivative warrant liabilities as of December 31, 2022 $ — |
Schedule of quantitative information regarding level 3 fair value measurement inputs | Inputs December 31, 2022 December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 10.28 $ 9.81 Volatility 0.0 % 11.0 % Expected term of the warrants 5 years 5 years Risk-free rate 4.35 % 1.23 % Dividend yield 0.0 % 0.0 % |
Organization and Business Ope_2
Organization and Business Operations (Details) | 9 Months Ended | 12 Months Ended | ||||||||
Jan. 23, 2023 USD ($) | Dec. 06, 2021 shares | Nov. 08, 2021 USD ($) $ / shares shares | Nov. 04, 2021 $ / shares shares | Oct. 26, 2021 USD ($) $ / shares shares | Mar. 31, 2021 $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2022 USD ($) item $ / shares shares | Mar. 15, 2023 USD ($) | |
Organization and Business Operations | ||||||||||
Condition for future business combination number of businesses minimum | item | 1 | |||||||||
Proceeds from private placement warrants | $ 9,750,000 | |||||||||
Loans from working capital | $ 0 | 0 | $ 0 | |||||||
Proceeds from IPO deposited in trust account | $ 202,000,000 | |||||||||
Per share amount contributed into trust account | $ / shares | $ 10.10 | |||||||||
Threshold number of months to complete business combination | 18 months | |||||||||
Threshold number of months to extend business combination period | 3 months | |||||||||
Offering costs allocated to warrants | 520,432 | |||||||||
Cash | $ 1,031,397 | $ 1,031,397 | $ 428,967 | |||||||
Working capital deficit | $ 477,670 | |||||||||
Condition for future business combination, number of times to extend combination period | item | 1 | |||||||||
Percentage of fair market value | 80% | |||||||||
Percentage of Business combination | 50% | |||||||||
Non-convertible unsecured promissory note | Subsequent event | ||||||||||
Organization and Business Operations | ||||||||||
Principal amount | $ 2,250,000 | $ 1,100,000 | ||||||||
Term for completing business combination after the consummation of the IPO | 18 months | |||||||||
Interest on debt | $ 0 | |||||||||
Underwriting Agreement | ||||||||||
Organization and Business Operations | ||||||||||
Threshold number of days from IPO for underwriters to purchase additional units | 45 days | |||||||||
Class A ordinary shares | ||||||||||
Organization and Business Operations | ||||||||||
Common shares, par value, per share | $ / shares | $ 0.0001 | |||||||||
Class A ordinary shares subject to redemption | ||||||||||
Organization and Business Operations | ||||||||||
Number of units sold | shares | 22,500,000 | 22,500,000 | 22,500,000 | |||||||
Threshold business days for redemption of public shares | 2 days | |||||||||
Maximum net interest to pay dissolution expenses | $ 100,000 | |||||||||
Minimum net tangible assets on redemption of temporary equity | $ 5,000,001 | |||||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||||||||
Class B ordinary shares | ||||||||||
Organization and Business Operations | ||||||||||
Common shares, par value, per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Units Issued to Sponsor During Period, Shares, New Issues | shares | 125,000 | |||||||||
Private Placement Warrants | ||||||||||
Organization and Business Operations | ||||||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||||||||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 185 days | |||||||||
Redemption of Shares Calculated Based On Number Of Business Days Prior To Consummation Of Business Combination | 185 days | |||||||||
Private Placement Warrants | Minimum | ||||||||||
Organization and Business Operations | ||||||||||
Threshold number of months to complete business combination | 18 months | |||||||||
Private Placement Warrants | Maximum | ||||||||||
Organization and Business Operations | ||||||||||
Threshold number of months to complete business combination | 21 months | |||||||||
Public Warrants | Class A ordinary shares | ||||||||||
Organization and Business Operations | ||||||||||
Number of shares issuable per warrant | shares | 1 | 1 | ||||||||
Exercise price of warrants | $ / shares | $ 11.50 | $ 11.50 | ||||||||
IPO | ||||||||||
Organization and Business Operations | ||||||||||
Transaction costs | $ 13,124,654 | $ 13,124,654 | ||||||||
Underwriting fees | $ 4,000,000 | 4,500,000 | 4,500,000 | |||||||
Deferred underwriting fee payable | $ 7,000,000 | 7,875,000 | 7,875,000 | |||||||
Other offering costs | $ 749,654 | 749,654 | ||||||||
IPO | Class A ordinary shares | ||||||||||
Organization and Business Operations | ||||||||||
Number of shares issuable per warrant | shares | 1 | |||||||||
IPO | Class A ordinary shares subject to redemption | ||||||||||
Organization and Business Operations | ||||||||||
Number of units sold | shares | 20,000,000 | |||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||
Proceeds from issuance of units | $ 200,000,000 | |||||||||
IPO | Private Placement Warrants | ||||||||||
Organization and Business Operations | ||||||||||
Offering costs allocated to warrants | 520,432 | |||||||||
IPO | Public Warrants | ||||||||||
Organization and Business Operations | ||||||||||
Number of warrants in a unit | shares | 0.5 | |||||||||
Number of shares issuable per warrant | shares | 1 | |||||||||
Exercise price of warrants | $ / shares | $ 11.50 | |||||||||
Offering costs allocated to warrants | 520,432 | |||||||||
Over-allotment option | ||||||||||
Organization and Business Operations | ||||||||||
Number of units sold | shares | 3,000,000 | |||||||||
Over-allotment option | Class A ordinary shares subject to redemption | ||||||||||
Organization and Business Operations | ||||||||||
Number of units sold | shares | 2,500,000 | |||||||||
Sale of Units through public offering net of issuance costs | $ 25,000,000 | |||||||||
Over-allotment option | Private Placement Warrants | ||||||||||
Organization and Business Operations | ||||||||||
Number of warrants issued | shares | 750,000 | |||||||||
Proceeds from private placement warrants | $ 750,000 | $ 750,000 | ||||||||
Proceeds from IPO deposited in trust account | $ 25,250,000 | |||||||||
Per share amount contributed into trust account | $ / shares | $ 10.10 | |||||||||
Sponsor | ||||||||||
Organization and Business Operations | ||||||||||
Amount to be deposited into trust account per business combination extension | $ 2,250,000 | |||||||||
Per share amount contributed into trust account | $ / shares | $ 0.10 | |||||||||
Threshold share price for sponsor liability to company | $ / shares | $ 10.10 | |||||||||
Sponsor | Class B ordinary shares | ||||||||||
Organization and Business Operations | ||||||||||
Purchase price, per unit | $ / shares | $ 0.004 | |||||||||
Units transferred by sponsor to company during period, shares | shares | 843,750 | |||||||||
Units forfeited by sponsor during period, shares | shares | 125,000 | |||||||||
Sponsor | Private Placement Warrants | Class A ordinary shares | ||||||||||
Organization and Business Operations | ||||||||||
Number of warrants issued | shares | 9,000,000 | |||||||||
Price of warrant | $ / shares | $ 1 | |||||||||
Number of shares issuable per warrant | shares | 1 | |||||||||
Exercise price of warrants | $ / shares | $ 11.50 | |||||||||
Proceeds from private placement warrants | $ 9,000,000 | |||||||||
Warrants subscribed but unissued | shares | 900,000 | |||||||||
Anchor Investors | Class B ordinary shares | ||||||||||
Organization and Business Operations | ||||||||||
Number of units sold | shares | 1,375,000 | |||||||||
Common shares, par value, per share | $ / shares | $ 0.0001 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Nov. 08, 2021 | Oct. 26, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Significant Accounting Policies | ||||||
Cash equivalents | $ 0 | $ 0 | $ 0 | $ 0 | ||
Maximum maturity of securities held in trust account | 185 days | |||||
Offering costs allocated to warrants | 520,432 | |||||
Unrecognized tax benefits | 0 | 0 | 0 | $ 0 | ||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | 0 | 0 | 0 | ||
Net income | 2,352,902 | 11,838,568 | ||||
Accretion of Class A ordinary shares to redemption amount | (32,862,793) | (3,333,240) | ||||
Net income including accretion of temporary equity to redemption value | (30,509,891) | 8,505,328 | ||||
Common Stock | ||||||
Significant Accounting Policies | ||||||
Accretion of Class A ordinary shares to redemption amount | (32,862,793) | |||||
Accumulated Deficit | ||||||
Significant Accounting Policies | ||||||
Net income | 2,352,902 | 11,838,568 | ||||
Accretion of Class A ordinary shares to redemption amount | (20,421,836) | $ (3,333,240) | ||||
IPO | ||||||
Significant Accounting Policies | ||||||
Transaction Costs | $ 13,124,654 | 13,124,654 | ||||
Private Placement Warrants | IPO | ||||||
Significant Accounting Policies | ||||||
Offering costs allocated to warrants | 520,432 | |||||
Public Warrants | IPO | ||||||
Significant Accounting Policies | ||||||
Offering costs allocated to warrants | $ 520,432 | |||||
Common Class A [Member] | ||||||
Significant Accounting Policies | ||||||
Percentage of net income (loss) allocated to share classes | 81% | 80% | ||||
Common Class A [Member] | Public Warrants | IPO | ||||||
Significant Accounting Policies | ||||||
Other expenses | $ 12,604,222 | |||||
Class A ordinary shares subject to redemption | ||||||
Significant Accounting Policies | ||||||
Sale of Units through public offering net of issuance costs (in shares) | 22,500,000 | 22,500,000 | 22,500,000 | |||
Net income | $ 8,471,802 | $ 10,137,502 | ||||
Accretion of Class A ordinary shares to redemption amount | (32,862,793) | (3,333,240) | ||||
Net income including accretion of temporary equity to redemption value | $ (24,390,991) | $ 6,804,262 | ||||
Weighted average shares outstanding, basic | 5,324,910 | 22,500,000 | ||||
Weighted average shares outstanding, diluted | 5,324,910 | 22,500,000 | ||||
Basic net income (loss) per share | $ 1.59 | $ 0.45 | ||||
Diluted net income (loss) per share | $ 1.59 | $ 0.45 | ||||
Class A ordinary shares subject to redemption | Common Stock | ||||||
Significant Accounting Policies | ||||||
Sale of Units through public offering net of issuance costs (in shares) | 22,500,000 | |||||
Net income | $ 0 | |||||
Accretion of Class A ordinary shares to redemption amount | 32,862,793 | $ 3,333,240 | ||||
Class A ordinary shares subject to redemption | Accumulated Deficit | ||||||
Significant Accounting Policies | ||||||
Accretion of Class A ordinary shares to redemption amount | (3,333,240) | |||||
Class A ordinary shares subject to redemption | IPO | ||||||
Significant Accounting Policies | ||||||
Sale of Units through public offering net of issuance costs (in shares) | 20,000,000 | |||||
Class B ordinary shares | ||||||
Significant Accounting Policies | ||||||
Units Issued to Sponsor During Period, Shares, New Issues | 125,000 | |||||
Net income | (6,118,900) | 1,701,066 | ||||
Net income including accretion of temporary equity to redemption value | $ (6,118,900) | $ 1,701,066 | ||||
Percentage of net income (loss) allocated to share classes | 19% | 20% | ||||
Weighted average shares outstanding, basic | 5,279,783 | 5,625,000 | ||||
Weighted average shares outstanding, diluted | 5,279,783 | 5,625,000 | ||||
Basic net income (loss) per share | $ (1.16) | $ 0.30 | ||||
Diluted net income (loss) per share | $ (1.16) | $ 0.30 | ||||
Class B ordinary shares | Common Stock | ||||||
Significant Accounting Policies | ||||||
Net income | $ 0 | |||||
Founder shares | Class B ordinary shares | ||||||
Significant Accounting Policies | ||||||
Units Issued to Sponsor During Period, Shares, New Issues | 625,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Nov. 08, 2021 | Oct. 26, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class A ordinary shares subject to redemption | |||||
Initial Public Offering / Private Placement | |||||
Number of units sold | 22,500,000 | 22,500,000 | 22,500,000 | ||
Public Warrants | Class A ordinary shares | |||||
Initial Public Offering / Private Placement | |||||
Number of shares issuable per warrant | 1 | 1 | |||
Exercise price of warrants | $ 11.50 | $ 11.50 | |||
IPO | Class A ordinary shares | |||||
Initial Public Offering / Private Placement | |||||
Number of shares in a unit | 1 | ||||
Number of shares issuable per warrant | 1 | ||||
IPO | Class A ordinary shares subject to redemption | |||||
Initial Public Offering / Private Placement | |||||
Number of units sold | 20,000,000 | ||||
Purchase price, per unit | $ 10 | ||||
IPO | Public Warrants | |||||
Initial Public Offering / Private Placement | |||||
Number of warrants in a unit | 0.5 | ||||
Number of shares issuable per warrant | 1 | ||||
Exercise price of warrants | $ 11.50 | ||||
Over-allotment option | |||||
Initial Public Offering / Private Placement | |||||
Number of units sold | 3,000,000 | ||||
Over-allotment option | Class A ordinary shares subject to redemption | |||||
Initial Public Offering / Private Placement | |||||
Number of units sold | 2,500,000 | ||||
Sale of Units through public offering net of issuance costs | $ 25,000,000 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Nov. 08, 2021 | Oct. 26, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Initial Public Offering / Private Placement | ||||
Proceeds from private placement warrants | $ 9,750,000 | |||
Offering costs allocated to warrants | 520,432 | |||
Private Placement Warrants | ||||
Initial Public Offering / Private Placement | ||||
Proceeds from issuance of warrants deposited in trust | $ 2,250,000 | |||
IPO | Class A ordinary shares | ||||
Initial Public Offering / Private Placement | ||||
Number of shares per warrant | 1 | |||
IPO | Private Placement Warrants | ||||
Initial Public Offering / Private Placement | ||||
Offering costs allocated to warrants | 520,432 | |||
Over-allotment option | Private Placement Warrants | ||||
Initial Public Offering / Private Placement | ||||
Number of warrants issued | 750,000 | |||
Proceeds from private placement warrants | $ 750,000 | $ 750,000 | ||
Sponsor | Private Placement Warrants | Class A ordinary shares | ||||
Initial Public Offering / Private Placement | ||||
Number of warrants issued | 9,000,000 | |||
Number of shares per warrant | 1 | |||
Exercise price of warrant | $ 11.50 | |||
Price of warrants | $ 1 | |||
Proceeds from private placement warrants | $ 9,000,000 | |||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |||
Threshold share price of Class A shares to redeem warrants | $ 10 |
Derivative Financial instrume_2
Derivative Financial instruments (Details) | 12 Months Ended | |||
Dec. 31, 2022 D $ / shares shares | Dec. 31, 2021 shares | Oct. 26, 2021 $ / shares shares | Mar. 31, 2021 shares | |
Warrants | ||||
Warrants outstanding | shares | 21,000,000 | 21,000,000 | 21,000,000 | |
Private Placement Warrants | ||||
Warrants | ||||
Warrants outstanding | shares | 9,750,000 | 9,750,000 | 9,750,000 | |
Public Warrants | ||||
Warrants | ||||
Warrants outstanding | shares | 11,250,000 | 11,250,000 | 11,250,000 | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |||
Public warrants exercisable term from the closing of the initial public offering | 12 months | |||
Public Warrants expiration term | 5 years | |||
Maximum period after business combination in which to file registration statement | 15 days | |||
Period of time within which registration statement is expected to become effective | 60 days | |||
Number of trading days on which fair market value of shares is reported | D | 10 | |||
Public Warrants | Class A ordinary shares | ||||
Warrants | ||||
Number of shares issuable per warrant | shares | 1 | 1 | ||
Exercise price of warrants | $ 11.50 | $ 11.50 | ||
Percentage of gross proceeds on total equity proceeds | 60% | |||
Threshold trading days determining volume weighted average price | 20 days | |||
Threshold share price to trigger warrant price adjustment | $ 9.20 | |||
Warrant exercise price adjustment multiple | 0.361 | |||
Threshold consecutive trading days for redemption of public warrants | 30 days | |||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115% | |||
Percentage on outstanding shares of holders upon completion of offer | 50% | |||
Threshold of consideration received in the form of common equity of target company | 70% | |||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||||
Warrants | ||||
Threshold consecutive trading days for redemption of public warrants | 30 days | |||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180% | |||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |||
Redemption price per public warrant (in dollars per share) | $ 0.01 | |||
Minimum threshold written notice period for redemption of public warrants | 30 days | |||
Threshold trading days for redemption of public warrants | 20 days | |||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||||
Warrants | ||||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |||
Redemption price per public warrant (in dollars per share) | $ 0.10 | |||
Minimum threshold written notice period for redemption of public warrants | 30 days |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 2 Months Ended | 9 Months Ended | |||
Apr. 16, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Mar. 31, 2021 | |
Related Party Transactions | |||||
Due to related party | $ 42,776 | $ 42,776 | $ 200,530 | ||
Loan from related party | 212,710 | ||||
Administrative Support Agreement | |||||
Related Party Transactions | |||||
Expenses per month | 14,000 | ||||
Due to related party | 32,139 | 32,139 | 168,000 | ||
Related Party Loans | |||||
Related Party Transactions | |||||
Due to related party | 42,776 | 42,776 | 200,530 | ||
Promissory Note with Related Party | |||||
Related Party Transactions | |||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||
Loan from related party | $ 212,710 | ||||
Working capital loans warrant | Related Party Loans | |||||
Related Party Transactions | |||||
Loan conversion agreement warrant | $ 1,500,000 | ||||
Price of warrant | $ 1 | ||||
Outstanding balance of related party note | $ 0 | $ 0 | $ 0 | $ 0 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | 9 Months Ended | ||||
Dec. 06, 2021 | Nov. 04, 2021 | Oct. 26, 2021 | Apr. 16, 2021 | Dec. 31, 2021 | |
Related Party Transactions | |||||
Class B ordinary shares issued to Sponsor | $ 25,000 | ||||
Class B ordinary shares | |||||
Related Party Transactions | |||||
Shares subject to forfeiture | 750,000 | ||||
Sponsor | Class B ordinary shares | |||||
Related Party Transactions | |||||
Units transferred by sponsor to company during period, shares | 843,750 | ||||
Units forfeited by sponsor during period, shares | 125,000 | ||||
Anchor Investors | Class B ordinary shares | |||||
Related Party Transactions | |||||
Sale of Units through public offering net of issuance costs (in shares) | 1,375,000 | ||||
Founder shares | Sponsor | Class B ordinary shares | |||||
Related Party Transactions | |||||
Consideration received | $ 25,000 | ||||
Class B ordinary shares issued to sponsor (in shares) | 5,750,000 | ||||
Shares subject to forfeiture | 750,000 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | 9 Months Ended | 12 Months Ended | |||
Nov. 08, 2021 USD ($) shares | Oct. 26, 2021 USD ($) shares | Mar. 31, 2021 shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2022 item shares | |
Commitments & Contingencies | |||||
Maximum number of demands for registration of securities | item | 3 | ||||
Underwriting Agreement | |||||
Commitments & Contingencies | |||||
Threshold number of days from IPO for underwriters to purchase additional units | 45 days | ||||
Class A ordinary shares subject to redemption | |||||
Commitments & Contingencies | |||||
Number of units sold | shares | 22,500,000 | 22,500,000 | 22,500,000 | ||
IPO | |||||
Commitments & Contingencies | |||||
Percentage of cash underwriting discount | 2% | ||||
Percentage of deferred underwriting commission | 3.50% | ||||
Deferred underwriting commission | $ 7,000,000 | $ 7,875,000 | |||
Cash underwriting discount | $ 4,000,000 | $ 4,500,000 | |||
IPO | Class A ordinary shares subject to redemption | |||||
Commitments & Contingencies | |||||
Number of units sold | shares | 20,000,000 | ||||
Over Allotment | |||||
Commitments & Contingencies | |||||
Deferred underwriting commission | $ 875,000 | ||||
Cash underwriting discount | $ 500,000 | ||||
Over Allotment | Class A ordinary shares subject to redemption | |||||
Commitments & Contingencies | |||||
Threshold number of days from IPO for underwriters to purchase additional units | 45 days | ||||
Number of units sold | shares | 2,500,000 | ||||
Sale of Units through public offering net of issuance costs | $ 25,000,000 | ||||
Underwriters option to purchase (in shares) | shares | 3,000,000 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) (Details) | 9 Months Ended | 12 Months Ended | |||||
Dec. 06, 2021 shares | Nov. 04, 2021 USD ($) $ / shares shares | Oct. 26, 2021 $ / shares shares | Mar. 31, 2021 $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) Vote $ / shares shares | |
Shareholders' Equity (Deficit) | |||||||
Preferred shares, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | |||
Preferred stock, par value, per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred shares, shares issued | 0 | 0 | 0 | 0 | |||
Preferred shares, shares outstanding | 0 | 0 | 0 | 0 | |||
Percentage of ownership, initial shareholders | 20% | ||||||
Settlement of Private Placement Warrant liabilities due to the transfer of these warrants to directors and officers | $ | $ 711,750 | ||||||
Unrecognized stock-based compensation expense | $ | $ 6,719,250 | ||||||
Ratio to be applied to the stock in a conversion | 20 | ||||||
Private Placement Warrants | |||||||
Shareholders' Equity (Deficit) | |||||||
Settlement of Private Placement Warrant liabilities due to the transfer of these warrants to directors and officers | $ | $ 711,750 | ||||||
Private Placement Warrants | Sponsor | |||||||
Shareholders' Equity (Deficit) | |||||||
Warrants transferred by sponsor to company during period, shares | 975,000 | ||||||
Class A ordinary shares | |||||||
Shareholders' Equity (Deficit) | |||||||
Common shares, shares authorized (in shares) | 200,000,000 | ||||||
Common shares, par value, per share | $ / shares | $ 0.0001 | ||||||
Common shares, shares issued (in shares) | 22,500,000 | 22,500,000 | 22,500,000 | 22,500,000 | |||
Common shares, shares outstanding (in shares) | 22,500,000 | 22,500,000 | 22,500,000 | 22,500,000 | |||
Common shares, votes per share | Vote | 1 | ||||||
Class A ordinary shares subject to redemption | |||||||
Shareholders' Equity (Deficit) | |||||||
Temporary equity, shares outstanding | 22,500,000 | 22,500,000 | 22,500,000 | 22,500,000 | |||
Sale of Units through public offering net of issuance costs (in shares) | 22,500,000 | 22,500,000 | 22,500,000 | ||||
Class B ordinary shares | |||||||
Shareholders' Equity (Deficit) | |||||||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||
Common shares, par value, per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common shares, shares issued (in shares) | 5,750,000 | 5,625,000 | 5,625,000 | 5,625,000 | 5,625,000 | ||
Common shares, shares outstanding (in shares) | 5,750,000 | 5,625,000 | 5,625,000 | 5,625,000 | 5,625,000 | ||
Shares subject to forfeiture | 750,000 | ||||||
Common shares, votes per share | Vote | 1 | ||||||
Number of class A common stock issued upon conversion of each share (in shares) | 1 | ||||||
Class B ordinary shares | Sponsor | |||||||
Shareholders' Equity (Deficit) | |||||||
Units transferred by sponsor to company during period, shares | 843,750 | ||||||
Purchase price, per unit | $ / shares | $ 0.004 | ||||||
Units forfeited by sponsor during period, shares | 125,000 | ||||||
Class B ordinary shares | Anchor Investors | |||||||
Shareholders' Equity (Deficit) | |||||||
Common shares, par value, per share | $ / shares | $ 0.0001 | ||||||
Sale of Units through public offering net of issuance costs (in shares) | 1,375,000 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Nov. 04, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Mar. 29, 2021 | |
Assets: | ||||
Marketable Securities held in Trust Account | $ 227,262,051 | $ 230,595,291 | ||
Liabilities | ||||
Settlement of Private Placement Warrant liabilities due to the transfer of these warrants to directors and officers | 711,750 | |||
Derivative warrant liabilities | 11,048,250 | 498,623 | ||
Unrealized gain on fair value changes of warrants | (3,570,000) | (10,549,627) | ||
Private Placement Warrants | ||||
Liabilities | ||||
Settlement of Private Placement Warrant liabilities due to the transfer of these warrants to directors and officers | $ 711,750 | |||
Derivative warrant liabilities | 4,748,250 | 280,125 | ||
Public Warrants | ||||
Liabilities | ||||
Derivative warrant liabilities | 6,300,000 | 218,498 | ||
- Money Market Funds | ||||
Assets: | ||||
Marketable Securities held in Trust Account | 112,628,152 | |||
- US Treasuries | ||||
Assets: | ||||
Marketable Securities held in Trust Account | 114,633,899 | |||
Level 1 | ||||
Assets: | ||||
Marketable Securities held in Trust Account | 227,262,051 | 230,595,291 | ||
Liabilities | ||||
Derivative warrant liabilities | 6,300,000 | 280,125 | ||
Level 1 | Private Placement Warrants | ||||
Liabilities | ||||
Derivative warrant liabilities | 280,125 | |||
Level 1 | Public Warrants | ||||
Liabilities | ||||
Derivative warrant liabilities | 6,300,000 | |||
Level 1 | - Money Market Funds | ||||
Assets: | ||||
Marketable Securities held in Trust Account | 112,628,152 | |||
Level 1 | - US Treasuries | ||||
Assets: | ||||
Marketable Securities held in Trust Account | 114,633,899 | |||
Level 2 | ||||
Liabilities | ||||
Derivative warrant liabilities | 218,498 | |||
Level 2 | Public Warrants | ||||
Liabilities | ||||
Derivative warrant liabilities | 218,498 | |||
Level 3 | ||||
Liabilities | ||||
Initial classification of Public Warrant and Private Placement Warrant liability at October 26, 2021 | 15,330,000 | |||
Transfer of Public Warrant liability to Level 1 | (6,300,000) | |||
Settlement of Private Placement Warrant liabilities due to the transfer of these warrants to directors and officers | (711,750) | |||
Derivative warrant liabilities | 4,748,250 | $ 0 | ||
Unrealized gain on fair value changes of warrants | (3,570,000) | (360,750) | ||
Transfer of Private Placement warrant liability to Level 2 | $ (4,387,500) | |||
Level 3 | Private Placement Warrants | ||||
Liabilities | ||||
Derivative warrant liabilities | $ 4,748,250 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Level 3 Measurements Inputs (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Exercise price | ||
Fair Value of Financial Instruments | ||
Fair Value Measurements, Share Price | $ 11.50 | $ 11.50 |
Stock price | ||
Fair Value of Financial Instruments | ||
Fair Value Measurements, Share Price | $ 10.28 | $ 9.81 |
Volatility | ||
Fair Value of Financial Instruments | ||
Fair Value Measurement, Rate | 0% | 0.11% |
Expected term of the warrants | ||
Fair Value of Financial Instruments | ||
Fair Value Measurement, Term | 5 years | 5 years |
Risk-free rate | ||
Fair Value of Financial Instruments | ||
Fair Value Measurement, Rate | 0.0435% | 0.0123% |
Dividend yield | ||
Fair Value of Financial Instruments | ||
Fair Value Measurement, Rate | 0% | 0% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent event - Non-convertible unsecured promissory note - USD ($) | Jan. 23, 2023 | Mar. 15, 2023 |
Subsequent Events | ||
Principal amount | $ 2,250,000 | $ 1,100,000 |
Term for completing business combination after the consummation of the IPO | 18 months | |
Interest on debt | $ 0 |