Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 10, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | ASPAC II Acquisition Corp. | ||
Document Type | 10-K/A | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 199,752,000 | ||
Amendment Flag | true | ||
Amendment Description | A SPAC II Acquisition Corp. (the “Company”) is filing this Amendment No. 1 (this “Form 10-K/A”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Original Form 10-K”), as originally filed with the Securities and Exchange Commission (the “SEC”) on March 13, 2023. We are filing this Form 10-K/A in response to a comment letter received from the SEC (the “Comment Letter”) in connection with its review of the Original Form 10-K. In response to the Comment Letter, changes and revisions have been made to the following items: “Part I – Item 1. Business ” and “Part I – Item 1A. Risk Factors.” We will also file certain exhibit with this Form 10-K/A. This Form 10-K/A includes new certifications as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, from our Chief Executive Officer and Chief Financial Officer, dated as of the date of filing of this Form 10-K/A.This Form 10-K/A reflects information as of the original filing date of the Original Form 10-K, does not reflect events occurring after that date and does not modify or update in any way disclosures made in the Original Form 10-K, except as specifically noted above. Among other things, forward-looking statements made in the Original Form 10-K have not been revised to reflect events, results, or developments that have occurred or facts that have become known to us after the date of the Original Form 10-K (other than as discussed above), and such forward-looking statements should be read in their historical context. Accordingly, this Amendment No. 1 should be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the filing of the Original Form 10-K. | ||
Entity Central Index Key | 0001876716 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-41372 | ||
Entity Incorporation, State or Country Code | D8 | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Address, Address Line One | 289 Beach Road | ||
Entity Address, Address Line Two | #03-01 | ||
Entity Address, Country | SG | ||
Entity Address, City or Town | Singapore | ||
Entity Address, Postal Zip Code | 199552 | ||
City Area Code | (65) | ||
Local Phone Number | 6818 5796 | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | Marcum Asia CPAs llp | ||
Auditor Location | New York, NY | ||
Auditor Firm ID | 5395 | ||
Units, each consisting of one Class A ordinary share, with no par value, one-half of one redeemable warrant and one right to receive one-tenth of one Class A ordinary share | |||
Document Information Line Items | |||
Trading Symbol | ASCBU | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, with no par value, one-half of one redeemable warrant | ||
Security Exchange Name | NASDAQ | ||
Class A Ordinary Shares | |||
Document Information Line Items | |||
Trading Symbol | ASCB | ||
Title of 12(b) Security | Class A Ordinary Shares | ||
Security Exchange Name | NASDAQ | ||
Warrants | |||
Document Information Line Items | |||
Trading Symbol | ASCBW | ||
Title of 12(b) Security | Warrants | ||
Security Exchange Name | NASDAQ | ||
Rights | |||
Document Information Line Items | |||
Trading Symbol | ASCBR | ||
Title of 12(b) Security | Rights | ||
Security Exchange Name | NASDAQ | ||
Class A Ordinary Shares | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 20,300,000 | ||
Class B Ordinary Shares | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 5,000,000 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 1,063,837 | |
Deferred offering costs | 101,932 | |
Prepaid expenses | 84,412 | 38,183 |
Total current assets | 1,148,249 | 140,115 |
Investments held in Trust Account | 206,356,227 | |
Total Assets | 207,504,476 | 140,115 |
Current liabilities: | ||
Accounts payable and accrued expenses | 21,316 | |
Promissory note – related party | 117,875 | |
Total current liabilities | 21,316 | 117,875 |
Deferred underwriting fee payable | 7,000,000 | |
Total Liabilities | 7,021,316 | 117,875 |
Commitments and Contingencies (Note 6) | ||
Class A ordinary shares subject to possible redemption, no par value; 20,000,000 shares at redemption value of $10.318 per share | 206,356,227 | |
Shareholders’ Equity (Deficit) | ||
Preference shares, no par value; 1,000,000 shares authorized; none issued and outstanding | ||
Class A ordinary shares, no par value; 500,000,000 shares authorized; 300,000 shares issued and outstanding as of December 31, 2022 (excluding 20,000,000 shares subject to possible redemption) and none issued and outstanding as of December 31, 2021 | ||
Class B ordinary shares, no par value; 50,000,000 shares authorized; 5,000,000 shares and 5,318,750 share issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | ||
Additional paid-in capital | 25,000 | |
Accumulated deficit | (5,873,067) | (2,760) |
Total Shareholders’ Equity (Deficit) | (5,873,067) | 22,240 |
Total Liabilities, Shares Subject to Redemption, and Shareholders’ Equity (Deficit) | $ 207,504,476 | $ 140,115 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Ordinary shares subject to possible redemption, shares at conversion value | 20,000,000 | 20,000,000 |
Ordinary shares subject to possible redemption, per share (in Dollars per share) | $ 10.318 | $ 10.318 |
Ordinary shares subject to possible redemption, par value (in Dollars per share) | ||
Preference shares, par value (in Dollars per share) | ||
Preference shares, shares authorized | 1,000,000 | 1,000,000 |
Preference shares, issued | ||
Preference shares, outstanding | ||
Class A Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | ||
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued | 300,000 | 300,000 |
Ordinary shares, shares outstanding | 300,000 | 300,000 |
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | ||
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued | 5,000,000 | 5,318,750 |
Ordinary shares, shares outstanding | 5,000,000 | 5,318,750 |
Statements of Operations
Statements of Operations - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
General and administrative expenses | $ 2,760 | $ 424,790 |
Loss from Operations | (2,760) | (424,790) |
Other income: | ||
Interest income | 2,867,339 | |
Income (loss) before income taxes | (2,760) | 2,442,549 |
Income taxes provision | ||
Net income (loss) | $ (2,760) | $ 2,442,549 |
Class A Ordinary Shares | ||
Other income: | ||
Basic weighted average shares outstanding (in Shares) | 13,347,945 | |
Basic net income per share (in Dollars per share) | $ 0 | $ 0.83 |
Class B Ordinary Shares | ||
Other income: | ||
Basic weighted average shares outstanding (in Shares) | 5,318,750 | 5,072,483 |
Basic net income per share (in Dollars per share) | $ 0 | $ (1.71) |
Statements of Operations (Paren
Statements of Operations (Parentheticals) - $ / shares | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Class A Ordinary Shares | ||
Diluted weighted average shares outstanding (in Shares) | 13,347,945 | |
Diluted net income per share | $ 0 | $ 0.83 |
Class B Ordinary Shares | ||
Diluted weighted average shares outstanding (in Shares) | 5,318,750 | 5,072,483 |
Diluted net income per share | $ 0 | $ (1.71) |
Statements of Changes in Shareh
Statements of Changes in Shareholders’ Equity (Deficit) - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional paid-in capital | Accumulated deficit | Total |
Balance at Jun. 28, 2021 | |||||
Balance (in Shares) at Jun. 28, 2021 | |||||
Issuance of Class B ordinary shares to Sponsor | 25,000 | 25,000 | |||
Issuance of Class B ordinary shares to Sponsor (in Shares) | 5,318,750 | ||||
Net income (loss) | (2,760) | (2,760) | |||
Balance at Dec. 31, 2021 | 25,000 | (2,760) | 22,240 | ||
Balance (in Shares) at Dec. 31, 2021 | 5,318,750 | ||||
Sale of public units in initial public offering | 200,000,000 | 200,000,000 | |||
Sale of public units in initial public offering (in Shares) | 20,000,000 | ||||
Sale of private placement warrants | 8,966,000 | 8,966,000 | |||
Issuance of Representative shares | |||||
Issuance of Representative shares (in Shares) | 300,000 | ||||
Forfeiture of Founder Shares | |||||
Forfeiture of Founder Shares (in Shares) | (318,750) | ||||
Over-allotment liability | (67,450) | 67,450 | |||
Underwriter commissions | (10,380,000) | (10,380,000) | |||
Offering costs | (567,629) | (567,629) | |||
Initial measurement of Class A ordinary shares subject to possible redemption | (184,432,550) | (184,432,550) | |||
Initial measurement of Class A ordinary shares subject to possible redemption (in Shares) | (20,000,000) | ||||
Allocation of offering costs to common stock subject to redemption | 12,109,128 | 12,109,128 | |||
Accretion of Class A ordinary shares to redemption value | (25,652,499) | (8,380,305) | (34,032,804) | ||
Net income (loss) | 2,442,549 | 2,442,549 | |||
Balance at Dec. 31, 2022 | $ (5,873,067) | $ (5,873,067) | |||
Balance (in Shares) at Dec. 31, 2022 | 300,000 | 5,000,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Statement of Cash Flows [Abstract] | ||
Net income (loss) | $ (2,760) | $ 2,442,549 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned in trust account | (2,856,227) | |
Change in operating assets and liabilities: | ||
Prepaid expenses and other assets | (46,229) | |
General and administrative expenses paid by related party | 2,760 | |
Accounts payable and accrued expenses | 21,316 | |
Net cash used in operating activities | (438,591) | |
Cash Flows from Investing Activities: | ||
Purchase of investment held in trust account | (203,500,000) | |
Net cash used in investing activities | (203,500,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of public units through public offering | 200,000,000 | |
Proceeds from sale of private placement warrants | 8,966,000 | |
Payment of underwriters’ commissions | (3,380,000) | |
Payment of offering costs | (465,697) | |
Payment of promissory note - related party | (117,875) | |
Net cash provided by financing activities | 205,002,428 | |
Net change in cash | 1,063,837 | |
Cash, beginning of the period | ||
Cash, end of the period | 1,063,837 | |
Supplemental Disclosure of Cash Flow Information: | ||
Deferred underwriting commission | 7,000,000 | |
Initial measurement of ordinary shares subject to possible redemption | 184,432,550 | |
Remeasurement of carrying value to redemption value | $ 34,032,804 |
Description of Organization and
Description of Organization and Business Operation | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operation | Note 1 – Description of Organization and Business Operation A SPAC II Acquisition Corp. (the “Company”) was incorporated in the British Virgin Islands on June 28, 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 (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. As of December 31, 2022, the Company had not commenced any operations. All activities for the period from June 28, 2021 (inception) through December 31, 2022, relate to the Company’s formation, the initial public offering (“IPO”) and its search of a Business Combination target as described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO (as defined below). The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s IPO became effective on May 2, 2022. On May 5, 2022, the Company consummated the IPO of 20,000,000 units (the “Units”), which includes the partial exercise of the over-allotment option of 1,500,000 Units granted to the underwriters. The Units were sold at an offering price of $10.00 per unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with A SPAC II (Holdings) Corp., the Company’s sponsor, of 8,966,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, generating total proceeds of $8,966,000. Transaction costs amounted to $13,150,218, consisting of $3,380,000 of underwriting fees, $7,000,000 of deferred underwriting fees (payable only upon completion of a Business Combination), $567,629 of other offering costs and $2,202,589 fair value of the 300,000 representative shares considered as part of the transaction costs. As of December 31, 2022, cash of $1,063,837 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes. The Company also issued 300,000 shares of Class A ordinary shares (the “Representative Shares”) to Maxim Group LLC, (“Maxim”), the representative of the underwriters, as part of representative compensation, the fair value of which is $2,202,589. The Representative Shares are identical to the public shares except that Maxim has agreed not to transfer, assign or sell any such representative shares until the completion of the Company’s initial Business Combination. The Representative Shares are deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales in this offering pursuant to FINRA Rule 5110(e)(1). In addition, the representatives have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account (as defined below) with respect to such shares if the Company fails to complete its initial Business Combination within 15 months of the closing of the IPO (or 21 months, if the Company extends the time to complete a Business Combination). Upon the closing of the IPO on May 5, 2022, $203,500,000 ($10.175 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Placement was placed in a trust account (the “Trust Account”) maintained by Continental Stock Transfer& Trust as a trustee and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company will provide the holders of the outstanding Class A ordinary shares sold with the Units (the “Public Shares”) sold in the IPO (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.175 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480 “Distinguishing Liabilities from Equity” (“ASC 480”) Subtopic 10-S99, redemption provisions not solely within the control of a company require Class A Ordinary Shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., Public Warrants and Public Rights), the initial carrying value of Class A Ordinary Shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20 “Debt with Conversion and other Options”. The Class A Ordinary Shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions in connection with our initial business combination cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. The Company’s sponsor, officers and directors (the “Initial Shareholder”) has agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 15 months from the closing of the IPO (the “Combination Period”) (or up to 21 months from the closing of this offering if the Company extends the period of time to consummate a Business Combination), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under British Virgin Islands law to provide for claims of creditors and the requirements of other applicable law. The Initial Shareholder have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor 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. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (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 will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration As of December 31, 2022, the Company had cash of $1,063,837 and a working capital of $1,126,933. The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. The Company may need to obtain additional financing either to complete its Business Combination or because it becomes obligated to redeem a significant number of public shares upon consummation of its Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period (by August 5, 2023), the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such additional condition also raise substantial doubt about the Company’s ability to continue as a going concern. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic which continues to spread throughout the United States and the world. As of the date the financial statements were issued, there was considerable uncertainty around the expected duration of this pandemic. Management continues to evaluate the impact of the COVID-19 pandemic and the Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on identifying a target company for a Business Combination, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying audited financial statements are presented in U.S. Dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. The accompanying audited financial statements should be read in conjunction with the Company’s prospectus for its IPO as filed with the SEC on May 3, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on May 12, 2022. Emerging Growth Company The Company is an “emerging growth company” as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Cash Held in Trust Account As of December 31, 2022, $ 206,356,227 were held in cash in the Trust Account. The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities. The estimated fair value of investments held in the Trust Account is determined using available market information. 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. The Company had $1,063,837 and none in cash as of December 31, 2022 and December 31, 2021, respectively. The Company did not have any cash equivalents for both periods. 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 Corporation limit. As of December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022, shares of common stock subject to possible redemption are presented at redemption value of $10.318 per share as temporary equity, outside of the shareholders’ equity 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 common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of shares of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument 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 quarterly period end date while the instruments are outstanding. As discussed in Note 7, the Company determined that upon further review of the warrant agreement, management concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The condensed statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of December 31,2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The net income (loss) per share presented in the unaudited condensed statement of operations is based on the following: For the Period from June 28, 2021 (Inception) through For the year ended December 31, December 31, 2022 2021 Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (22,891,161 ) $ (8,699,094 ) $ — $ (2,760 ) Accretion of ordinary shares subject to possible redemption to redemption value 34,032,804 — — — Allocation of net income (loss) 11,141,643 (8,699,094 ) — (2,760 ) Denominator: Basic and diluted weighted average shares outstanding 13,347,945 5,072,483 — 5,318,750 Basic and diluted net loss per ordinary share $ 0.83 $ (1.71 ) $ — $ (0.00 ) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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. The Company’s management determined that the British Virgin Islands is the Company’s only major tax jurisdiction. The Company is not currently 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 by the Government of the British Virgin Islands. In accordance with British Virgin Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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) (“ASU 2020-06”) 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 for the Company 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. The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Regulated Operations [Abstract] | |
Initial Public Offering | Note 3 – Initial Public Offering Pursuant to the IPO on May 5, 2022, the Company sold 20,000,000 Units at a price of $10.00 per Unit. Each Unit and consists of one Class A Ordinary Share, one-half of one redeemable warrant (“Public Warrant”), and one right to receive one-tenth (1/10) of one Class A ordinary share at the closing of the Company’s Business Combination (“Public Right”). All of the 20,000,000 Public Shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation, or in connection with the Company’s liquidation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of December 31, 2022, the Class A Ordinary share reflected on the balance sheet are reconciled in the following table. Gross proceeds from IPO $ 200,000,000 Less: Proceeds allocated to Public Warrants and Public Rights (15,500,000 ) Proceeds allocate to over-allotment liability (67,450 ) Class A ordinary shares issuance cost (12,109,127 ) Plus: Remeasurement of carrying value to redemption value 34,032,804 Class A Ordinary shares subject to possible redemption $ 206,356,227 |
Private Placement Warrants
Private Placement Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Private Placement Warrants [Abstract] | |
Private Placement Warrants | Note 4 – Private Placement Warrants Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 8,966,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $8,966,000. The Private Placement Warrants are identical to the Public Warrants sold in the IPO, except with respect to certain registration rights and transfer restrictions. The proceeds from the Private Placement Warrants were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will expire worthless. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 – Related Party Transactions Founder Shares On June 28, 2021, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B Ordinary Shares, with no par value (“Class B Ordinary Shares”) for an aggregate price of $25,000. On March 24, 2022, the Company cancelled 431,250 of such founder shares for no consideration, resulting in 5,318,750 founder shares remaining outstanding (of which an aggregate of up to 693,750 shares are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter). The Initial Shareholders have agreed to forfeit up to 693,750 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the IPO. As a result of the underwriter’s partial exercise of the over-allotment option on May 5, 2022, 318,750 shares of Class B ordinary share were forfeited for no consideration on May 6, 2022. The Initial Shareholders will agree, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) six months after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Promissory Note - Related Party On July 8, 2021, the Sponsor agreed to loan the Company an aggregate of up to $400,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable on the earlier of March 31, 2022 or the completion of the IPO. The amount was subsequently repaid on May 10, 2022. As of December 31, 2022, there were no borrowings outstanding under the Note. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,150,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2022, there were no Working Capital Loans outstanding. |
Commitments & Contingencies
Commitments & Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 6 – Commitments & Contingencies Registration & Shareholder Rights The holders of the Founder Shares, the Private Placement Warrants, and any warrants that may be issued in payment of Working Capital Loans (and all underlying securities) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO requiring the Company to register such securities for resale. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities. The holders of the majority of the Founders Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these ordinary shares are to be released from escrow. The holders of a majority of the Private Placement Warrants and securities issued in payment of Working Capital Loans can elect to exercise these registration rights at any time commencing on the date that the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding the foregoing, the underwriter may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years, respectively, after the effective date of the IPO and may not exercise its demand rights on more than one occasion. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted Maxim, the representative of the underwriters a 45-day option from the date of the prospectus to purchase up to 2,775,000 additional Units to cover over-allotments, if any, at IPO price less the underwriting discounts and commissions. On May 5, 2022, simultaneously with the closing of the IPO, the underwriter partially exercised its over-allotment option to purchase 1,500,000 Units, generating gross proceeds to the Company of $15,000,000. The underwriters were paid a cash underwriting discount of $0.169 per unit, or $ 3,380,000 (including the partial exercise of over-allotment option) upon the closing of the IPO. In addition, the underwriters will be entitled to a deferred commission of $0.35 per unit, or $6,475,000 (or $7,446,250 if the underwriters’ over-allotment option is exercised in full), which will be paid upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. Representative’s Class A Ordinary Shares The Company issued to Maxim and/or its designees, 300,000 Class A ordinary shares including 22,500 shares as a result of partial exercise of the underwriters’ over-allotment option at the closing of the IPO. The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales in this offering pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part except to any underwriter and selected dealer participating in the offering and their officers, partners, registered persons or affiliates. The representative’s ordinary shares are measured at fair value upon the issue date. The Company used both Monte Carlo model and Probability-Weighted Expected Return Method that values the representative shares. Key inputs into the Monte Carlo model were (i) risk-free rate of 2.14%, (ii) volatility of 2.1%, (iii) estimated term of 1.10 years, resulting in the fair value of the 300,000 representative shares of approximately $2,202,589 or $7.34 per share. |
Shareholders_ Equity
Shareholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders’ Equity | Note 7 – Shareholders’ Equity Ordinary shares Preference shares Class A Ordinary shares Class B Ordinary Shares Holders of Class A Ordinary Shares and Class B Ordinary Shares will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A Ordinary Shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Proposed Public Offering and related to the closing of the initial Business Combination, the ratio at which Class B Ordinary Shares shall convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, on an as-converted basis, 20.0% of the sum of the total number of all Ordinary Shares outstanding upon the completion of the IPO (excluding the Private Placement Warrants purchased by the Sponsor) plus all Class A Ordinary Shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination. Holders of Founder Shares may also elect to convert their Class B Ordinary Shares into an equal number of shares of Class A Ordinary Shares, subject to adjustment as provided above, at any time. Warrants Redemption of warrants when the price per ordinary shares equals or exceeds $16.50 Once the Warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): in whole and not in part; ● at a price of $0.01 per Warrant; ● upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the “30-day redemption period”; and ● if, and only if, the last reported sale price (the “closing price”) of our ordinary shares equals or exceeds $16.50 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the Warrants as described above unless an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those ordinary shares is available throughout the 30-day redemption period. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share splits, share capitalization, share dividends, reorganizations, recapitalizations and the like. However, the Warrants will not be adjusted for issuances of Class A ordinary shares at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the Warrants may expire worthless. In addition, if the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of ordinary shares (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 Initial Shareholders or their affiliates, without taking into account any Founder Shares held by them 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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates 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 greater of (i) the Market Value or (ii) the Newly Issued Price, and the $16.50 share redemption trigger price described below under “Description of Securities — Redeemable Warrants” will be adjusted (to the nearest cent) to be equal to 165% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Rights The Company will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the British Virgin Islands General Corporation Law. As a result, the holders of the Public Rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Rights will not receive any of such funds with respect to their Public Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire and become worthless. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 – Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Quoted Significant Significant December 31, Active Observable Unobservable 2022 (Level 1) (Level 2) (Level 3) Assets Marketable securities held in trust account $ 206,356,227 $ 206,356,227 — — The following table presents information about the Company’s equity instrument that are measured at fair value on a non-recurring basis as of May 5, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: May 5, 2022 Level Equity instrument: Representative shares $ 2,202,589 3 The Company used several models (i.e., Monte Carlo, PWERM and Finnerty) to value the Representative Shares granted to Maxim. Key inputs into the Monte Carlo model were (i) risk-free rate of 2.14%, (ii) volatility of 2.1%, (iii) estimated term of 1.10 years, resulting in the fair value of the 300,000 representative shares being approximately $2,202,589 or $7.34 per share. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 – Subsequent Events In accordance with ASC 855, “Subsequent Events”, the Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying audited financial statements are presented in U.S. Dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. The accompanying audited financial statements should be read in conjunction with the Company’s prospectus for its IPO as filed with the SEC on May 3, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on May 12, 2022. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company” as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Cash Held in Trust Account | Cash Held in Trust Account As of December 31, 2022, $ 206,356,227 were held in cash in the Trust Account. The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities. The estimated fair value of investments held in the Trust Account is determined using available market information. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,063,837 and none in cash as of December 31, 2022 and December 31, 2021, respectively. The Company did not have any cash equivalents for both periods. |
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 Corporation limit. As of December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022, shares of common stock subject to possible redemption are presented at redemption value of $10.318 per share as temporary equity, outside of the shareholders’ equity 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 common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of shares of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. |
Warrant Instruments | Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument 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 quarterly period end date while the instruments are outstanding. As discussed in Note 7, the Company determined that upon further review of the warrant agreement, management concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The condensed statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of December 31,2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The net income (loss) per share presented in the unaudited condensed statement of operations is based on the following: For the Period from June 28, 2021 (Inception) through For the year ended December 31, December 31, 2022 2021 Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (22,891,161 ) $ (8,699,094 ) $ — $ (2,760 ) Accretion of ordinary shares subject to possible redemption to redemption value 34,032,804 — — — Allocation of net income (loss) 11,141,643 (8,699,094 ) — (2,760 ) Denominator: Basic and diluted weighted average shares outstanding 13,347,945 5,072,483 — 5,318,750 Basic and diluted net loss per ordinary share $ 0.83 $ (1.71 ) $ — $ (0.00 ) |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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. The Company’s management determined that the British Virgin Islands is the Company’s only major tax jurisdiction. The Company is not currently 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 by the Government of the British Virgin Islands. In accordance with British Virgin Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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) (“ASU 2020-06”) 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 for the Company 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. The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net income | For the Period from June 28, 2021 (Inception) through For the year ended December 31, December 31, 2022 2021 Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (22,891,161 ) $ (8,699,094 ) $ — $ (2,760 ) Accretion of ordinary shares subject to possible redemption to redemption value 34,032,804 — — — Allocation of net income (loss) 11,141,643 (8,699,094 ) — (2,760 ) Denominator: Basic and diluted weighted average shares outstanding 13,347,945 5,072,483 — 5,318,750 Basic and diluted net loss per ordinary share $ 0.83 $ (1.71 ) $ — $ (0.00 ) |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Regulated Operations [Abstract] | |
Schedule of class A ordinary share | Gross proceeds from IPO $ 200,000,000 Less: Proceeds allocated to Public Warrants and Public Rights (15,500,000 ) Proceeds allocate to over-allotment liability (67,450 ) Class A ordinary shares issuance cost (12,109,127 ) Plus: Remeasurement of carrying value to redemption value 34,032,804 Class A Ordinary shares subject to possible redemption $ 206,356,227 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value on a non-recurring basis and indicates the fair value hierarchy of the valuation inputs | Quoted Significant Significant December 31, Active Observable Unobservable 2022 (Level 1) (Level 2) (Level 3) Assets Marketable securities held in trust account $ 206,356,227 $ 206,356,227 — — |
Schedule of fair value on a non-recurring basis and indicates the fair value hierarchy of the valuation inputs | May 5, 2022 Level Equity instrument: Representative shares $ 2,202,589 3 |
Description of Organization a_2
Description of Organization and Business Operation (Details) | 12 Months Ended | |
May 05, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Description of Organization and Business Operation (Details) [Line Items] | ||
Number of business combination | 1 | |
Share price, per share (in Dollars per share) | $ / shares | $ 9.2 | |
Transaction costs | $ 13,150,218 | |
Underwriting fees | 3,380,000 | |
Deferred underwriting fees | 7,000,000 | |
Other offering costs | 567,629 | |
Fair value | $ 2,202,589 | |
Representative shares (in Shares) | shares | 300,000 | |
cash in trust account | $ 1,063,837 | |
Trust account per public share (in Dollars per share) | $ / shares | $ 10.175 | |
Net tangible assets least | $ 5,000,001 | |
Percentage of redeem public shares | 100% | |
Interest dissolution expenses | $ 50,000 | |
Initially held in trust account, per share (in Dollars per share) | $ / shares | $ 10 | |
Working capital deficit | $ 1,063,837 | |
Working capital | $ 1,126,933 | |
Initial Public Offering [Member] | ||
Description of Organization and Business Operation (Details) [Line Items] | ||
Initial public offering (in Shares) | shares | 20,000,000 | |
Share price, per share (in Dollars per share) | $ / shares | $ 10 | |
Generating gross proceeds | $ 200,000,000 | |
Amount of net proceeds from sale of units | $ 203,500,000 | |
Net proceeds per share (in Dollars per share) | $ / shares | $ 10.175 | |
Over-Allotment Option [Member] | ||
Description of Organization and Business Operation (Details) [Line Items] | ||
Granted units to underwriters (in Shares) | shares | 1,500,000 | |
Private Placement Warrants [Member] | ||
Description of Organization and Business Operation (Details) [Line Items] | ||
Warrants shares (in Shares) | shares | 8,966,000 | |
Price per share (in Dollars per share) | $ / shares | $ 1 | |
Generating total proceeds | $ 8,966,000 | |
Class A Ordinary Shares [Member] | ||
Description of Organization and Business Operation (Details) [Line Items] | ||
Share price, per share (in Dollars per share) | $ / shares | $ 11.5 | |
Representative shares (in Shares) | shares | 300,000 | |
Maxim Group LLC [Member] | ||
Description of Organization and Business Operation (Details) [Line Items] | ||
Fair value | $ 2,202,589 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Cash in the trust account | $ 206,356,227 | |
Cash | $ 1,063,837 | $ 1,063,837 |
Temporary equity in redemption value per share (in Dollars per share) | $ 10.318 | |
Additional paid in capital | $ 0 | |
Unrecognized tax benefits | 12 months |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Redeemable shares [Member] | ||
Numerator: | ||
Allocation of net loss | $ (22,891,161) | |
Accretion of ordinary shares subject to possible redemption to redemption value | 34,032,804 | |
Allocation of net income (loss) | $ 11,141,643 | |
Denominator: | ||
Basic and diluted weighted average shares outstanding (in Shares) | 13,347,945 | |
Basic and diluted net loss per ordinary share (in Dollars per share) | $ 0.83 | |
Non-redeemable shares [Member] | ||
Numerator: | ||
Allocation of net loss | $ (2,760) | $ (8,699,094) |
Accretion of ordinary shares subject to possible redemption to redemption value | ||
Allocation of net income (loss) | $ (2,760) | $ (8,699,094) |
Denominator: | ||
Basic and diluted weighted average shares outstanding (in Shares) | 5,318,750 | 5,072,483 |
Basic and diluted net loss per ordinary share (in Dollars per share) | $ 0 | $ (1.71) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (Parentheticals) - $ / shares | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Redeemable shares [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (Parentheticals) [Line Items] | ||
Diluted weighted average shares outstanding | 13,347,945 | |
Diluted net loss per ordinary share | $ 0.83 | |
Non-redeemable shares [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (Parentheticals) [Line Items] | ||
Diluted weighted average shares outstanding | 5,318,750 | 5,072,483 |
Diluted net loss per ordinary share | $ 0 | $ (1.71) |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | May 05, 2022 | Dec. 31, 2022 |
IPO [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Shares issued | 20,000,000 | |
Sale of stock, description | Each Unit and consists of one Class A Ordinary Share, one-half of one redeemable warrant (“Public Warrant”), and one right to receive one-tenth (1/10) of one Class A ordinary share at the closing of the Company’s Business Combination (“Public Right”). | |
Public shares | 20,000,000 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Shares issued price per share (in Dollars per share) | $ 10 |
Initial Public Offering (Deta_2
Initial Public Offering (Details) - Schedule of class A ordinary share | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule of Class A Ordinary Share [Abstract] | |
Gross proceeds from IPO | $ 200,000,000 |
Less: | |
Proceeds allocated to Public Warrants and Public Rights | (15,500,000) |
Proceeds allocate to over-allotment liability | (67,450) |
Class A ordinary shares issuance cost | (12,109,127) |
Plus: | |
Remeasurement of carrying value to redemption value | 34,032,804 |
Class A Ordinary shares subject to possible redemption | $ 206,356,227 |
Private Placement Warrants (Det
Private Placement Warrants (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Private Placement Warrants [Abstract] | |
Aggregate purchase shares | shares | 8,966,000 |
Per share price | $ / shares | $ 1 |
Aggregate purchase price | $ | $ 8,966,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
May 05, 2022 | Jul. 08, 2021 | Jun. 28, 2021 | Mar. 24, 2022 | Dec. 31, 2022 | |
Related Party Transactions (Details) [Line Items] | |||||
Founder shares | 431,250 | ||||
Founder shares outstanding | 5,318,750 | ||||
Shares subject to forfeiture | 693,750 | ||||
Founder shares over-allotment | 693,750 | ||||
Issued and outstanding shares after the IPO percentage | 20% | ||||
Shares of class B ordinary share were forfeited | 318,750 | ||||
Class A ordinary shares equals or exceeds per share (in Dollars per share) | $ 12 | ||||
Aggregate to cover expenses related to the IPO (in Dollars) | $ 400,000 | ||||
Working capital loans (in Dollars) | $ 1,150,000 | ||||
Price per warrant (in Dollars per share) | $ 1 | ||||
Founder Shares [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Purchase share | 5,750,000 | ||||
Founder shares aggregate price (in Dollars) | $ 25,000 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) - USD ($) | 12 Months Ended | |
May 05, 2022 | Dec. 31, 2022 | |
Commitments & Contingencies (Details) [Line Items] | ||
Underwriting discount, per share | $ 0.169 | |
Cash underwriting discount | $ 3,380,000 | |
Deferred underwriting commission, per share | $ 0.35 | |
Deferred commission | $ 6,475,000 | |
Exercised underwriters over-allotment option | $ 7,446,250 | |
Partial exercise shares | 22,500 | |
Risk-free rate | 2.14% | |
Volatility rate | 2.10% | |
Estimated term | 1 year 1 month 6 days | |
Shares of representative shares | 300,000 | |
Amount of representative share | $ 2,202,589 | |
Price per share | $ 7.34 | |
Over-Allotment Option [Member] | ||
Commitments & Contingencies (Details) [Line Items] | ||
Additional units purchased. | 2,775,000 | |
Purchase units | 1,500,000 | |
Generating gross proceeds | $ 15,000,000 | |
Class A Ordinary Shares [Member] | ||
Commitments & Contingencies (Details) [Line Items] | ||
Shares of representative shares | 300,000 | |
Maxim Group LLC [Member] | ||
Commitments & Contingencies (Details) [Line Items] | ||
Amount of representative share | $ 2,202,589 | |
Maxim Group LLC [Member] | Class A Ordinary Shares [Member] | ||
Commitments & Contingencies (Details) [Line Items] | ||
Issued shares | 300,000 |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - $ / shares | 1 Months Ended | 12 Months Ended | ||
May 05, 2022 | Mar. 24, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Shareholders’ Equity (Details) [Line Items] | ||||
Shares authorized | 1,000,000 | 1,000,000 | ||
Founder shares | 431,250 | |||
Founder shares outstanding | 5,318,750 | |||
Shares subject to forfeiture | 693,750 | |||
Over-allotment option | 318,750 | |||
Issued and outstanding percentage | 20% | |||
Issued price, per share (in Dollars per share) | $ 9.2 | |||
Warrants outstanding | 8,966,000 | |||
Public warrants | 5 years | |||
Ordinary price, per share (in Dollars per share) | $ 16.5 | |||
Redemption of warrants, description | in whole and not in part; ● at a price of $0.01 per Warrant; ● upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the “30-day redemption period”; and ● if, and only if, the last reported sale price (the “closing price”) of our ordinary shares equals or exceeds $16.50 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. | |||
Aggregate gross proceeds, percentage | 60% | |||
Market price per share (in Dollars per share) | $ 9.2 | |||
Exercise price warrants, percentage | 115% | |||
Redemption trigger price, per share (in Dollars per share) | $ 16.5 | |||
Higher market value, percentage | 165% | |||
Class A ordinary share [Member] | ||||
Shareholders’ Equity (Details) [Line Items] | ||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Shares outstanding | 20,300,000 | |||
Subject to possible redemption | 20,000,000 | |||
Ordinary shares, shares outstanding | 300,000 | 300,000 | ||
Issued price, per share (in Dollars per share) | $ 11.5 | |||
Class B Ordinary Shares [Member] | ||||
Shareholders’ Equity (Details) [Line Items] | ||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | ||
Ordinary shares, shares outstanding | 5,000,000 | 5,318,750 | ||
Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | ||||
Shareholders’ Equity (Details) [Line Items] | ||||
Ordinary shares, shares outstanding | 5,000,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Fair Value Disclosures [Abstract] | |
Risk-free rate of interest | 2.14% |
Expected volatility | 2.10% |
Estimated term | 1 year 1 month 6 days |
Shares of representative shares (in Shares) | shares | 300,000 |
Amount of representative share (in Dollars) | $ | $ 2,202,589 |
Fair value per share (in Dollars per share) | $ / shares | $ 7.34 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis and indicates the fair value hierarchy of the valuation inputs | Dec. 31, 2022 USD ($) |
Assets | |
Marketable securities held in trust account | $ 206,356,227 |
Quoted Prices in Active Markets (Level 1) [Member] | |
Assets | |
Marketable securities held in trust account | 206,356,227 |
Significant Other Observable Inputs (Level 2) [Member] | |
Assets | |
Marketable securities held in trust account | |
Significant Other Unobservable Inputs (Level 3) [Member] | |
Assets | |
Marketable securities held in trust account |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of fair value on a non-recurring basis and indicates the fair value hierarchy of the valuation inputs | May 05, 2022 USD ($) |
Fair Value, Inputs, Level 3 [Member] | |
Equity instrument: | |
Representative shares | $ 2,202,589 |