| Summary of Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K 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”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and 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. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Marketable Securities Held in Trust Account Following the closing of the Initial Public Offering on January 18, 2022, an amount of $191,647,500 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants were placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 pre-initial Offering Costs Associated with the Initial Public Offering Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to shareholders’ equity or the statement of operations based on the relative value of the Public Warrants and the rights to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on January 18, 2022, offering costs totaling $11,447,015 were allocated to the Class A ordinary shares, Public Warrants and rights in the amounts of $10,392,952, $272,919 and $781,144, respectively. Net Income (Loss) Per Ordinary Share The statements of operations include a presentation of income (loss) per Class A redeemable ordinary shares and income (loss) per non-redeemable Class A and Class B ordinary shares following the two-class method of income per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable ordinary shares and non-redeemable Class A and Class B ordinary shares, the Company first considered the total income (loss) allocable to both sets of stock. 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 Class A ordinary shares subject to possible redemption was treated as dividends paid to the public shareholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using the total number of shares outstanding for each share class at each respective period, before and after redemptions and conversions, for the three and nine months ended September 30, 2023, reflective of the respective participation rights. The Company split the amount to be allocated using a ratio of non-redeemable The following tables reflect the calculation of basic and diluted net income (loss) per ordinary shares for the three and nine months ended September 30, 2023 (in dollars, except per share amounts):
For the
Net income $ 857,708
Remeasurement of temporary equity to redemption value (1,380,072
Net loss including remeasurement of temporary equity to redemption $ (522,364 )
For the Three Months Ended
Class A Class A Non-redeemable Class B Non-redeemable
Total number of shares as of September 30, 2023 4,772,187 4,743,749 1
Basic and diluted net income (loss) per share
Numerator:
Allocation of net loss including remeasurement of temporary (306,030 ) (201,572 (14,762 )
Deemed dividend for remeasurement of temporary equity to 1,380,072 — —
Total net income (loss) allocated by class $ 1,074,042 $ (201,572 ) $ (14,762 )
Denominator:
Weighted-average shares outstanding 8,786,025 4,073,437 670,313
Basic and diluted net income (loss) per share $ 0.12 $ (0.05 ) $ (0.02 )
For the
Net income $ 4,569,632
Remeasurement of temporary equity to redemption value (5,804,241 )
Net loss including remeasurement of temporary equity to redemption $ (1,234,609 )
For the Nine Months Ended
Class A Class A Non-redeemable Class B Non-redeemable
Total number of shares as of September 30, 2023 4,772,187 4,743,749 1
Basic and diluted net income (loss) per share
Numerator:
Allocation of net loss including remeasurement of temporary (875,826 ) (201,572 (157,211 )
Deemed dividend for remeasurement of temporary equity to 5,804,241 — —
Total net income (loss) allocated by class $ 4,928,415 $ (201,572 ) $ (157,211 )
Denominator:
Weighted-average shares outstanding 15,541,353 1,372,733 3,371,017
Basic and diluted net income (loss) per share $ 0.32 $ (0.15 ) $ (0.05 ) The
For the Three Months Ended September 30, 2022
Net income $ 818,936
Remeasurement of temporary equity to redemption value (1,013,450 )
Net loss including remeasurement of temporary equity to redemption value $ (194,514 )
For the Three Months Ended September 30, 2022
Class A Class B Non-redeemable
Basic and diluted net income per share:
Numerator:
Allocation of net loss including remeasurement of temporary equity $ (155,611 ) $ (38,903 )
Deemed dividend for remeasurement of temporary equity to redemption value 1,013,450 —
Allocation of net loss $ 857,839 $ (38,903 )
Denominator:
Weighted-average shares outstanding 18,975,000 4,743,750
Basic and diluted net income (loss) per share $ 0.05 $ (0.01 )
For the Nine Months Ended September 30, 2022
Net loss from beginning of year through date of initial public offering $ (2,644 )
Net income from date of initial public offering through September 30, 2022 521,857
Total net income for the nine months ended September 30, 2022 519,213
Remeasurement of temporary equity to redemption value (32,183,356 )
Net loss including remeasurement of temporary equity to redemption value $ (31,664,143 )
For the Nine Months Ended
Class A Redeemable Class B Non-redeemable
Basic and diluted net income per share:
Numerator:
Allocation of net loss from beginning of year through date of initial public offering based on ownership percentage $ — $ (2,644 )
Allocation of net loss date of initial public offering to September 30, 2022 based on ownership percentage 417,486 104,371
Less: remeasurement of temporary equity allocation based on ownership percentage (25,746,685 ) (6,436,671 )
Plus: remeasurement of temporary equity applicable to Class A redeemable shares 32,183,356 —
Allocation of net loss $ 6,854,157 $ (6,334,944 )
Denominator:
Weighted-average shares outstanding 17,793,407 4,743,750
Basic and diluted net income (loss) per share $ 0.39 $ (1.34 ) Fair value of Financial Instruments ASC Topic 820, Fair Value Measurement, defines fair value as the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants. Fair value measurements are classified on a three-tier hierarchy as follows:
• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as calculations derived from valuation techniques in which one or more significant inputs or significant value drivers are observable. In many cases, if 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 fair value of the Company’s assets and liabilities, which qualify as financial instruments approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash Warrants and Rights The Company accounts for the public and private warrants and rights as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Pursuant to the Company’s evaluation, the Company concluded that the public and private warrants and rights do not meet the criteria to be accounted for as liability under ASC 480. The Company further evaluated the public and private warrants and rights under “ASC 815-40, 815-40”) Ordinary Shares Subject to Possible Redemption Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and is 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. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. In connection with the shareholders’ vote at the Special meeting of shareholders held by the Company on June 29, 2023, 14,202,813 Class A ordinary shares were tendered for redemption for an aggregate value of $149,486,187 and distributed from the Trust Account on July 26, 2023. Accordingly, at September 30, 2023, 4,772,187 shares of Class A ordinary shares subject to possible redemption is presented, at redemption value equal to the amount held in the Trust Account, as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The Class A ordinary shares subject to possible redemption is reflected on the balance sheet at September 30, 2023 as follows:
Gross proceeds from initial public offering $ 189,750,000
Less:
Fair value allocated to public warrants (4,524,000)
Fair value allocated to rights (12,948,540)
Offering costs allocated to Class A ordinary shares subject to possible redemption (10,392,952)
Plus:
Re-measurement 32,883,377
Class A ordinary shares subject to possible redemption at redemption value at December 31, 2022 194,767,885
Re-measurement 2,105,252
Class A ordinary shares subject to possible redemption at redemption value at March 31, 2023 196,873,137
Re-measurement 2,318,917
Class A ordinary shares subject to possible redemption at redemption value at June 30, 2023 199,192,054
Shareholder redemption of Class A ordinary shares (149,486,187 )
Re-measurement 1,380,072
Class A ordinary shares subject to possible redemption at redemption value at September 30, 2023 51,085,939
The proceeds of the offering were allocated to the Class A ordinary shares and the Public Warrants and Rights based on their relative fair values. The Company recognizes changes in redemption value of Class A ordinary shares subject to possible redemption immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in paid-in Income taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability, method as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of September 30, 2023 or December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2023 or December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed Federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At September 30, 2023 and December 31, 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recent Accounting Pronouncements On January 1, 2023, the Company adopted ASU No. 2020-06, 470-20) 815-40). The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information. |
