Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 10, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | AIMFINITY INVESTMENT CORP. I | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001903464 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-41361 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1641561 | |
Entity Address, Address Line One | 221 W 9th St, PMB 235 | |
Entity Address, City or Town | Wilmington | |
Entity Address, State or Province | DE | |
Entity Address, Postal Zip Code | 19801 | |
City Area Code | (425) | |
Local Phone Number | 365-2933 | |
Entity Interactive Data Current | Yes | |
Units, consisting of one Class A ordinary share, $0.0001 par value, one Class 1 redeemable warrant and one-half of one Class 2 redeemable warrant | ||
Document Information Line Items | ||
Trading Symbol | AIMAU | |
Title of 12(b) Security | Units, consisting of one Class A ordinary share, $0.0001 par value, one Class 1 redeemable warrant and one-half of one Class 2 redeemable warrant | |
Security Exchange Name | NASDAQ | |
Class A ordinary shares, $0.0001 par value | ||
Document Information Line Items | ||
Trading Symbol | AIMA | |
Title of 12(b) Security | Class A ordinary shares, $0.0001 par value | |
Security Exchange Name | NASDAQ | |
Class 1 redeemable warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50 | ||
Document Information Line Items | ||
Trading Symbol | AIMAW | |
Title of 12(b) Security | Class 1 redeemable warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Security Exchange Name | NASDAQ | |
Class 2 redeemable warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50 | ||
Document Information Line Items | ||
Trading Symbol | AIMAW | |
Title of 12(b) Security | Class 2 redeemable warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Security Exchange Name | NASDAQ | |
New Units, consisting of one Class A ordinary share, $0.0001 par value, and one-half of one Class 2 redeemable warrant | ||
Document Information Line Items | ||
Trading Symbol | AIMBU | |
Title of 12(b) Security | New Units, consisting of one Class A ordinary share, $0.0001 par value, and one-half of one Class 2 redeemable warrant | |
Security Exchange Name | NASDAQ | |
Class A Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 8,542,000 | |
Class B Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 2,012,500 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 5,169 | $ 710,573 |
Prepaid expenses - current portion | 126,493 | 156,845 |
Total current assets | 131,662 | 867,418 |
Prepaid expenses - non-current portion | 13,070 | |
Cash held in Trust Account | 84,502,266 | 82,735,662 |
Total Assets | 84,633,928 | 83,616,150 |
Current liabilities: | ||
Accounts payable and accrued expenses | 248,024 | 812,249 |
Payable - related party | 125,658 | 13,749 |
Total Current Liabilities | 373,682 | 825,998 |
Deferred underwriters’ discount | 2,817,500 | 2,817,500 |
Total Liabilities | 3,191,182 | 3,643,498 |
Commitments and Contingencies | ||
Ordinary shares subject to possible redemption, 8,050,000 shares at redemption value of $10.50 and 10.28 per share as of June 30, 2023 and December 31, 2022, respectively | 84,502,266 | 82,735,662 |
Shareholders’ Deficit: | ||
Preference shares, $0.0001 par value, 1,000,000 shares authorized, none issued and outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (3,059,770) | (2,763,260) |
Total Shareholders’ Deficit | (3,059,520) | (2,763,010) |
Total Liabilities, Temporary Equity and Shareholders’ Deficit | 84,633,928 | 83,616,150 |
Class A Ordinary Shares | ||
Shareholders’ Deficit: | ||
Ordinary shares, value | 49 | 49 |
Class B Ordinary Shares | ||
Shareholders’ Deficit: | ||
Ordinary shares, value | $ 201 | $ 201 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Shares subject to possible redemption | 8,050,000 | 8,050,000 |
Temporary equity value per share (in Dollars per share) | $ 10.5 | $ 10.28 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 1,000,000 | 1,000,000 |
Preference shares, issued | ||
Preference shares, outstanding | ||
Ordinary shares, outstanding | 492,000 | |
Class A Ordinary Shares | ||
Shares subject to possible redemption | 8,050,000 | |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 200,000,000 | 200,000,000 |
Ordinary shares, issued | 492,000 | 492,000 |
Ordinary shares, outstanding | 492,000 | 492,000 |
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 20,000,000 | 20,000,000 |
Ordinary shares, issued | 2,012,500 | 2,012,500 |
Ordinary shares, outstanding | 2,012,500 | 2,012,500 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Formation and operating costs | $ 297,986 | $ 125,429 | $ 446,678 | $ 125,892 |
Loss from Operations | (297,986) | (125,429) | (446,678) | (125,892) |
Other income: | ||||
Interest earned on investment held in Trust Account | 938,373 | 1,766,604 | ||
Net Income (Loss) | $ 640,387 | $ (125,429) | $ 1,319,926 | $ (125,892) |
Basic weighted ordinary average shares outstanding, subject to possible redemption (in Shares) | 8,050,000 | 5,573,077 | 8,050,000 | 2,801,934 |
Basic net income per ordinary shares subject to possible redemption (in Dollars per share) | $ 0.09 | $ 0.42 | $ 0.18 | $ 1.25 |
Basic weighted average ordinary shares outstanding (in Shares) | 2,504,500 | 2,353,115 | 2,504,500 | 2,183,749 |
Basic net loss per ordinary share attributable to Aimfinity Investment LLC (in Dollars per share) | $ (0.03) | $ (1.05) | $ (0.04) | $ (1.66) |
Statements of Operations (Una_2
Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Diluted weighted ordinary average shares outstanding, subject to possible redemption | 8,050,000 | 5,573,077 | 8,050,000 | 2,801,934 |
Diluted net income per ordinary shares subject to possible redemption | $ 0.09 | $ 0.42 | $ 0.18 | $ 1.25 |
Diluted weighted average ordinary shares outstanding | 2,504,500 | 2,353,115 | 2,504,500 | 2,183,749 |
Diluted net loss per ordinary share attributable to Aimfinity Investment LLC | $ (0.03) | $ (1.05) | $ (0.04) | $ (1.66) |
Statements of Changes in Shareh
Statements of Changes in Shareholders’ Equity (Deficit) (Unaudited) - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Preference Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 201 | $ 24,799 | $ (2,704) | $ 22,296 | ||
Balance (in Shares) at Dec. 31, 2021 | 2,012,500 | |||||
Net Income (Loss) | (463) | (463) | ||||
Balance at Mar. 31, 2022 | $ 201 | 24,799 | (3,167) | 21,833 | ||
Balance (in Shares) at Mar. 31, 2022 | 2,012,500 | |||||
Balance at Dec. 31, 2021 | $ 201 | 24,799 | (2,704) | 22,296 | ||
Balance (in Shares) at Dec. 31, 2021 | 2,012,500 | |||||
Net Income (Loss) | (125,892) | |||||
Balance at Jun. 30, 2022 | $ 49 | $ 201 | (1,911,453) | (1,911,203) | ||
Balance (in Shares) at Jun. 30, 2022 | 492,000 | 2,012,500 | ||||
Balance at Mar. 31, 2022 | $ 201 | 24,799 | (3,167) | 21,833 | ||
Balance (in Shares) at Mar. 31, 2022 | 2,012,500 | |||||
Sale of public units through public offering | $ 805 | 80,499,195 | 80,500,000 | |||
Sale of public units through public offering (in Shares) | 8,050,000 | |||||
Sale of private placement shares | $ 49 | 4,919,951 | 4,920,000 | |||
Sale of private placement shares (in Shares) | 492,000 | |||||
Underwriters’ discount | (4,427,500) | (4,427,500) | ||||
Other offering expenses | (690,107) | (690,107) | ||||
Reclassification of ordinary shares subject to redemption | $ (805) | (78,969,389) | (78,970,194) | |||
Reclassification of ordinary shares subject to redemption (in Shares) | (8,050,000) | |||||
Allocation of offering costs to ordinary shares subject to redemption | 5,020,353 | 5,020,353 | ||||
Accretion of carrying value to redemption value | (6,377,302) | (1,782,857) | (8,160,159) | |||
Net Income (Loss) | (125,429) | (125,429) | ||||
Balance at Jun. 30, 2022 | $ 49 | $ 201 | (1,911,453) | (1,911,203) | ||
Balance (in Shares) at Jun. 30, 2022 | 492,000 | 2,012,500 | ||||
Balance at Dec. 31, 2022 | $ 49 | $ 201 | (2,763,260) | (2,763,010) | ||
Balance (in Shares) at Dec. 31, 2022 | 492,000 | 2,012,500 | ||||
Settlement of deferred offering costs | 150,168 | 150,168 | ||||
Accretion of carrying value to redemption value | (828,231) | (828,231) | ||||
Net Income (Loss) | 679,539 | 679,539 | ||||
Balance at Mar. 31, 2023 | $ 49 | $ 201 | (2,761,784) | (2,761,534) | ||
Balance (in Shares) at Mar. 31, 2023 | 492,000 | 2,012,500 | ||||
Balance at Dec. 31, 2022 | $ 49 | $ 201 | (2,763,260) | (2,763,010) | ||
Balance (in Shares) at Dec. 31, 2022 | 492,000 | 2,012,500 | ||||
Net Income (Loss) | 1,319,926 | |||||
Balance at Jun. 30, 2023 | $ 49 | $ 201 | (3,059,770) | (3,059,520) | ||
Balance (in Shares) at Jun. 30, 2023 | 492,000 | 2,012,500 | ||||
Balance at Mar. 31, 2023 | $ 49 | $ 201 | (2,761,784) | (2,761,534) | ||
Balance (in Shares) at Mar. 31, 2023 | 492,000 | 2,012,500 | ||||
Accretion of carrying value to redemption value | (938,373) | (938,373) | ||||
Net Income (Loss) | 640,387 | 640,387 | ||||
Balance at Jun. 30, 2023 | $ 49 | $ 201 | $ (3,059,770) | $ (3,059,520) | ||
Balance (in Shares) at Jun. 30, 2023 | 492,000 | 2,012,500 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 1,319,926 | $ (125,892) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on investment held in Trust Account | (1,766,604) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 43,422 | (248,338) |
Accounts payable and accrued expense | (302,148) | 140,855 |
Net cash used in operating activities | (705,404) | (233,375) |
Cash Flows from Investing Activities: | ||
Purchase of investment held in trust account | (82,110,000) | |
Net cash used in investing activities | (82,110,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of public units through public offering | 80,500,000 | |
Proceeds from sale of private placement shares | 4,920,000 | |
Payment of underwriters’ discount | (1,610,000) | |
Payment of offering costs | (690,107) | |
Related party payable | 6,875 | |
Proceeds from issuance of promissory from founder | 351,150 | |
Repayment on promissory note to related party | (328,854) | |
Net cash provided by financing activities | 83,149,064 | |
Net Change in Cash | (705,404) | 805,689 |
Cash at beginning of period | 710,573 | |
Cash at end of period | 5,169 | 805,689 |
Supplemental Disclosure of Non-cash Financing Activities | ||
Reclassification of ordinary shares subject to redemption | 82,110,000 | |
Payable – related party paid expenses on behalf of the Company | 111,909 | |
Accretion of carrying value to redemption value | $ 1,766,604 |
Organization, Business Operatio
Organization, Business Operation | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Business Operation [Abstract] | |
Organization, Business Operation | Note 1 — Organization, Business Operation Aimfinity Investment Corp. I (the “Company”) is a organized blank check company incorporated as a Cayman Islands exempted company on July 26, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar Business Combination with one or more businesses (the “Business Combination”). The Company has selected December 31 as its fiscal year end. The Company is an early stage emerging growth company and, as such, the Company is subject to all of the risks associated with early stage emerging growth companies. As of June 30, 2023, the Company had not commenced any operations. The Company’s only activities from July 26, 2021 (inception) to June 30, 2023 were organizational activities, those necessary to prepare for the IPO, described below, and, after the IPO, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO (as defined below). The registration statement for the Company’s Initial Public Offering (“IPO”) became effective on April 25, 2022. On April 28, 2022 the Company consummated the IPO of 8,050,000 units (including 1,050,000 units issued upon the full exercise of the over-allotment option, the “Public Units”). Each unit consists of one share of the Company’s Class A ordinary share and one Class 1 public warrant and one-half of one Class 2 public warrant. Each whole warrant entitles the holder thereof to purchase one share of the Company’s Class A ordinary share at a price of $11.50 per share, and only whole warrants are exercisable. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $80,500,000 on April 28, 2022. Substantially concurrently with the closing of the IPO, the Company completed the private sale of 492,000 units (the “Private Placement Units”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $4,920,000. The Private Placement Unit are identical to the Public Units in the IPO, except that the holders have agreed not to transfer, assign or sell any of the Private Placement Units (except to certain permitted transferees) until 30 days after the completion of the Company’s initial Business Combination. Transaction costs amounted to $5,117,607, consisting of $4,427,500 of underwriting fees and $690,107 of other offering costs. As of June 30, 2023 and December 31, 2022, cash of $5,169 and $710,573 respectively, were held outside of the Trust Account (as defined below) and is available for working capital purposes. Following the closing of the IPO and the issuance and the sale of Private Placement Units on April 28, 2022, $82,110,000 ($10.20 per Public Unit) from the net proceeds of the sale of the Public Units in the IPO and the sale of Private Placement Units was placed in a trust account (the “Trust Account”) maintained by U.S. Bank, National Association as a trustee. The funds in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a 7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay the franchise and income taxes, if any, the effective memorandum and articles of association at the time and subject to the requirements of law and regulation, will provide that the proceeds from the IPO and the sale of the Private Placement Units held in the trust account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the Company’s public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any Class A ordinary shares properly tendered in connection with a shareholder vote to amend the Company’s effective amended and restated memorandum and articles of association at the time (A) to modify the substance or timing of the Company’s obligation to provide holders of the Company’s Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete the initial Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares, and (c) the redemption of the Company’s public shares if the Company has not consummated the Business Combination within the Combination Period, subject to applicable law. The Company’s initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding deferred underwriting commissions and interest income earned on the trust account that is released for working capital purposes or to pay taxes) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. Under the Company’s then-effective amended and restated memorandum and articles of association, the Company would have until July 28, 2023 (or January 28, 2024 if the Company extends the period of time to consummate an initial Business Combination) to consummate an initial Business Combination. On July 27, 2023, the Company held an extraordinary general meeting of shareholders (the “EGM”). At the EGM, the shareholders of the Company, by special resolution, approved the proposal to amend the Company’s then effective amended and restated memorandum and articles of association (the “Charter Amendment”) to (i) allow the Company until July 28, 2023 to consummate an initial Business Combination, and to (ii) elect to extend the period to consummate an initial Business Combination up to nine times, each by an additional one-month period, for a total of up to nine months to April 28, 2024, by depositing to the Company’s Trust Account the amount lesser of (i) $85,000 for each one-month extension or (ii) $0.04 for each Public Share for each one-month extension (the “Charter Amendment Proposal”). Under Cayman Islands law, the Charter Amendment took effect upon approval of the Charter Amendment Proposal by the shareholders at the EGM. On July 27, 2023, the Company also filed a second amended and restated memorandum and articles of association with the Registrar of Companies of the Cayman Islands. Pursuant to the Charter Amendment, the Company may, at the request of the sponsor of the Company’s IPO and by approval of the Company’s board of directors, elect to extend the period to consummate an initial Business Combination up to nine times, each by an additional one-month period (each, a “Monthly Extension”), for a total of up to six months to April 28, 2024, by depositing to the Trust Account $85,000 for each Monthly Extension. In connection with the votes to approve the Charter Amendment Proposal, 4,076,118 Public Shares of the Company were rendered for redemption. As of the date of this report on Form 10-Q, all such Public Shares are in the process of redemption by our transfer agent, VStock Transfer, LLC, which shall result in a total of 4,465,882 Class A ordinary shares (including 492,000 Class A ordinary shares underlying the Private Placement Units) remaining after the consummation of such process. On July 28, 2023, an aggregate of $85,000 was deposited into the Trust Account for the public stockholders, resulting in an extension of the period of time we have to consummate the initial Business Combination by one month from July 28, 2023 to August 28, 2023 (the “First Monthly Extension”). Under the Company’s currently effective second amended and restated memorandum and articles of association, the Company would now have until August 28, 2023 (or such later dates up to April 28, 2023, depending on the numbers of Monthly Extensions the Company seeks to extend) to consummate an initial Business Combination (the “Combination Period”). The Company will have the Combination Period to consummate the Business Combination, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no 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 the franchise and income taxes that were paid by the Company or are payable by the Company, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The founder shares are designated as Class B ordinary shares are identical to the Class A ordinary shares included in the units being sold in the IPO, and holders of founder shares have the same shareholder rights as public shareholders, except that: (a) the founder Class B ordinary shares will automatically convert into the Company’s Class A ordinary shares at the time of the initial Business Combination, (b) the founder shares are subject to certain transfer restrictions, as described in more detail below; (c) prior to the initial Business Combination, only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of the Company’s founder shares may remove a member of the board of directors for any reason; (d) in a vote to continue the Company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two thirds of the votes of all ordinary shares voted at a general meeting), holders of the Company’s founder shares have ten votes for every founder share and, as a result, the Company’s initial shareholders will be able to approve any such proposal without the vote of any other shareholder; (e) the Company’s sponsor and each member of the management team have entered into an agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares (ii) to waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the obligation to provide holders of the Company’s Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares; and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fail to consummate an initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame; and (f) the founder shares are entitled to registration rights. If the Company seek shareholder approval of the Company’s initial Business Combination, the Company will complete the initial Business Combination only if the Company obtains the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. In such case, the Company’s sponsor and each member of the management team have agreed to vote their founder shares and public shares in favor of the initial Business Combination. The founder shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, approximately 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the IPO, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement units issued to the Company’s sponsor, its affiliates or any member of the management team upon conversion of working capital loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. The sponsor, Aimifnity Investment LLC, has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s registered public accounting firm) 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 amounts in the trust account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.20 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the sponsor will not be responsible to the extent of any liability for such third party claims. Going Concern Consideration The Company expects to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unsuccessful in consummating an initial Business Combination within the prescribed period of time from the closing of the IPO, the requirement that the Company cease all operations, redeem the public shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern. The balance sheet does not include any adjustments that might result from the outcome of this uncertainty. Management has determined that the Company has funds that are sufficient to fund the working capital needs of the Company until the consummation of an initial Business Combination or the winding up of the Company as stipulated in the Company’s amended and restated memorandum and articles of association. The accompanying financial statement has been prepared inconformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern. |
Significant accounting policies
Significant accounting policies | 6 Months Ended |
Jun. 30, 2023 | |
Significant Accounting Policies [Line Items] | |
Significant accounting policies | Note 2 — Significant accounting policies Basis of Presentation The accompanying unaudited financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of results to be expected for any other interim period or for the full year. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on April 17, 2023. Emerging Growth Company Status 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 The Company’s Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statement, 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 growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of 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 statement, 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. The Company had $5,169 and $710,573 in cash as of June 30, 2023 and December 31, 2022, respectively. The Company had no cash equivalents as of June 30, 2023 or December 31, 2022. Investments held in Trust Account As of June 30, 2023, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. Deferred Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs – SEC Materials” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Deferred offering costs consist of underwriting, legal, accounting and other expenses (including underwriting discounts and commissions) incurred through the balance sheet date that are directly related to the IPO and was charged to shareholder’s equity upon the completion of the IPO on April 28, 2022. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Ordinary Shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. (See Note 8). Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as stockholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, ordinary shares subject to possible redemption are presented at redemption value of $10.50 and $10.28 per share, respectively, as temporary equity, outside of the stockholders’ 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 Ordinary Shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero. Net income (loss) Per Ordinary Share The Company complies with the accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per redeemable and non- redeemable ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding between the redeemable and non-redeemable shares during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 262,500 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Notes 5 and 7). 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 dividends paid. The Company then allocated the undistributed income (loss) based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Subsequent measurement adjustments recorded pursuant to ASC 480-10-S99-3A related to redeemable shares are treated in the same manner as dividends on non-redeemable shares. Class A ordinary shares are redeemable at a price determined by the Trust Account held by the Company. This redemption price is not considered a redemption at fair value. Accordingly, the adjustments to the carrying amount are reflected in the Earnings Per Share (“EPS”) using the two-class method. The Company has elected to apply the two-class method by treating the entire periodic adjustment to the carrying amount of the Class A ordinary shares subject to possible redemption like a dividend. Based on the above, any remeasurement of redemption value of the Class A ordinary shares subject to possible redemption is considered to be dividends aid to the Public Shareholders. Warrants issued are contingently exercisable (i.e., on the later of 30 days after the completion of the initial Business Combination or 15 months from the closing of the IPO). For EPS purpose, the warrants are anti-dilutive since they would generally not be reflected in basic or diluted EPS until the contingency is resolved. As of June 30, 2023, the Company did not have any other 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 income (loss) per ordinary share is the same as basic earnings per ordinary share for the period presented. The net income (loss) per share presented in the statement of operations is based on the following: For the Three For the Three For the Six For the Six Ended Ended Ended Ended June 30, June 30, June 30, June 30, Net income (loss) $ 640,387 $ (125,429 ) $ 1,319,926 $ (125,892 ) Accretion of carrying value to redemption value (938,373 ) - (1,766,604 ) - Net loss including accretion of carrying value of Redemption value $ (297,986 ) $ (125,429 ) $ (446,678 ) $ (125,892 ) For the Three For the Three June 30, 2023 June 30, 2022 Non- Non- Redeemable Redeemable Redeemable Redeemable Common Common Common Common Stock Stock Stock Stock Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including carrying value to redemption value $ (227,276 ) $ (70,710 ) $ (5,825,776 ) $ (2,459,812 ) Accretion of carrying value to redemption value 938,373 - 8,160,159 - Allocation of net income/(loss) $ 711,097 $ (70,710 ) $ 2,334,383 $ (2,459,812 ) Denominators: Weighted-average shares outstanding 8,050,000 2,504,500 5,573,077 2,353,115 Basic and diluted net income/ (loss) per share $ 0.09 $ (0.03 ) $ 0.42 $ (1.05 ) For the Six For the Six June 30, 2023 June 30, 2022 Non- Non- Redeemable Redeemable Redeemable Redeemable Common Common Common Common Stock Stock Stock Stock Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including carrying value to redemption value $ (340,685 ) $ (105,993 ) $ (4,656,728 ) $ (3,629,323 ) Accretion of carrying value to redemption value 1,766,604 - 8,160,159 - Allocation of net income/(loss) $ 1,425,919 $ (105,993 ) $ 3,503,431 $ (3,629,323 ) Denominators: Weighted-average shares outstanding 8,050,000 2,504,500 2,801,934 2,183,749 Basic and diluted net income/ (loss) per share $ 0.18 $ (0.04 ) $ 1.25 $ (1.66 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. As of June 30, 2023 and December 31, 2022, approximately $0 and $460,573, respectively, was over the Federal Deposit Insurance Corporation (FDIC) limit. Fair Value of Financial Instruments ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: ● Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. ● L evel 2 - . ● Level 3 - V aluations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. 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 June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement. |
Investment Held in Trust Accoun
Investment Held in Trust Account | 6 Months Ended |
Jun. 30, 2023 | |
Investment Held in Trust Account [Line Items] | |
Investment Held in Trust Account | Note 3 — Investment Held in Trust Account As of June 30, 2023 and December 31, 2022, assets held in the Trust Account were comprised of $84,502,266 and $82,735,662, respectively, in money market funds which are invested in U.S. Treasury Securities. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level June 30, December 31, Assets: Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 84,502,266 $ 82,735,662 Total 1 $ 84,502,266 $ 82,735,662 |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2023 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 4 — Initial Public Offering Pursuant to the IPO on April 28, 2022, the Company sold 8,050,000 Public Units at $10.00 per Public Unit, generating gross proceeds of $80,500,000. Each Public Unit consists of one Public Share and one Class 1 Warrant and one-half of one Class 2 Warrant. The Company will not issue fractional shares. As a result, the warrants must be exercised in multiples of one whole warrant. Each whole warrant entitles the holder thereof to purchase one share of the Company’s Public Share at a price of $11.50 per share, and only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO, and will (except for Class 2 Warrants embedded in the Public Shares that are redeemed prior to the consummation of the initial Business Combination, which Class 2 Warrants will be forfeited and cancelled upon redemption of such shares) expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. As a result, if the public shareholders redeem their Public Shares prior to the consummation of the initial Business Combination, the embedded Class 2 Warrants will be forfeited and cancelled. The Class 1 and Class 2 warrants have similar terms, except that the Class 1 Warrants separated and began separately trading on the 52nd day following the effective date of the IPO. The New Units resulting from such separation (each such New Unit consisting of one Class A ordinary share and one-half of one Class 2 Warrant) will not separate into Class A ordinary shares and redeemable warrants until consummation of the initial Business Combination. All of the 8,050,000 public shares sold as part of the Public 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 effective amended and restated certificate of incorporation at the time, or in connection with the Company’s liquidation. In accordance with the Securities and Exchange Commission (the “SEC”) and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480- The Company’s redeemable Class A ordinary shares is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. 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 June 30, 2023 and December 31, 2022, the amounts of ordinary shares reflected on the balance sheet are reconciled in the following table. Gross proceeds $ 80,500,000 Less: Proceeds allocated to Class 1 public warrants (1,529,806 ) Offering costs of public shares (5,020,353 ) Plus: Accretion of carrying value to redemption value 8,785,821 Ordinary shares subject to possible redemption, December 31, 2022 82,735,662 Plus: Accretion of carrying value to redemption value 1,766,604 Ordinary shares subject to possible redemption, June 30, 2023 $ 84,502,266 |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2023 | |
Private Placement [Abstract] | |
Private Placement | Note 5 — Private Placement Simultaneously with the closing of the IPO, the Company completed the private placement of 492,000 Private Placement Units to the Company’s sponsor, Aimfinity Investment LLC, at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $4,920,000. Each Private Placement Unit consists of one Class A ordinary share, one Class 1 Warrant and one-half of one Class 2 Warrant. The sponsor will be permitted to transfer the Private Placement Units held by them to certain permitted transferees, including the Company’s officers and directors and other persons or entities affiliated with or related to it or them, but the transferees receiving such securities will be subject to the same agreements with respect to such securities as the founders. Otherwise, these Private Placement Units will not, subject to certain limited exceptions, be transferable or saleable until 30 days after the completion of the Company’s Business Combination. The warrants included in the Private Placement Units will not be transferable, assignable or saleable until 30 days after the completion of the Company’s initial Business Combination (except as described herein). Otherwise, the warrants have terms and provisions that are identical to those of the warrants being sold as part of the Units in the IPO, including as to exercise price, exercisability and exercise period. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 — Related Party Transactions Founder Shares On December 4, 2021 the Sponsor acquired 2,875,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.009 per share. On March 18, 2022, the sponsor surrendered to the Company for cancellation 862,500 founder shares for no consideration, resulting in the Company’s initial shareholders holding an aggregate of 2,012,500 Class B ordinary shares, or approximately $0.012 per share. As of June 30, 2023 and December 31, 2022, there were 2,012,500 founder shares issued and outstanding. On March 29, 2022, the sponsor transferred 20,000 founder shares to the Chief Financial Officer of the Company and 60,000 founder shares to certain members of the board of directors. If the officer and director nominee do not become an officer or director of the Company at the time of the Company’s initial public offering, is removed from office as director, or voluntarily resigns his position with the Company before a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination involving the Company (“the Triggering Event”), all of such shares shall be returned to sponsor. Further, considering that in case the Business Combination does not occur these awards will be forfeited, it was deemed that the above terms result in the vesting provision whereby the share awards would vest only upon the consummation of a Business Combination or change of control event. As a result, any compensation expense in relation to these grants will be recognized at the Triggering Event. As a result, the Company recorded no compensation expense for the three and six months ended June 30, 2023. The fair value of the founder shares on the grant date was approximately $1.37 per share. The valuation performed by the Company determined the fair value of the shares on the date of grant by applying a discount based upon a) the probability of a successful IPO, b) the probability of a successful Business Combination, and c) the lack of marketability of the Founder Shares. The aggregate grant date fair value of the awards amounted to approximately $111,774. As of June 30, 2023, the Company determined that a Business Combination is not considered probable, and therefore, no stock-based compensation expense has been recognized. Total unrecognized compensation expense related to unvested founder shares at June 30, 2023 amounted to approximately $111,744 and is expected to be recognized upon the Triggering Event. The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares at the time of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, approximately 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the IPO, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement units issued to the Company’s sponsor, its affiliates or any member of the management team upon conversion of working capital loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. With certain limited exceptions, The Company’s sponsor and each member of the management team have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their ordinary shares for cash, securities or other property. The Company refers to such transfer restrictions throughout this prospectus as the lock-up. Any permitted transferees would be subject to the same restrictions and other agreements of the Company’s sponsor and directors and executive officers with respect to any founder shares. Promissory Note — Related Party On December 4, 2021, the sponsor has agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and is due at the earlier of (1) June 30, 2022 or (2) the date on which the Company consummates an initial public offering of its securities. The outstanding balance of $328,854 under the Promissory Note was repaid at the closing of the IPO on April 29, 2022. Payable – Related Party The Company entered an office lease agreement with Regus. The lease term is one year from December 2021 and December 2022 at $3,332 per month. The leased office was not occupied by the Company until May 1, 2022 after the Company completed the IPO. The sponsor make the payments for rent and is reimbursed the amounts from the Company. In March 2023, the lease agreement was terminated. The Sponsor is providing rent at no cost to the Company. During the six months June 30, 2023, one of the Company’s shareholders paid $111,999 for certain operating expenses on behalf of the Company. As of June 30, 2023 and December 31, 2022, the Company had $125,658 and $13,749, respectively, payable to the sponsor. This payable is non-interest bearing, unsecured and is due on demand. Working Capital Loans In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the sponsor or an affiliate of the sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. Any such loans would be on an interest-free basis and would be repaid only from funds held outside the trust account or from funds released to the Company upon completion of the Company’s initial Business Combination. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit, at the option of the lender. The units would be identical to the private placement units issued to the sponsor. The Company does not expect to seek loans from parties other than the sponsor or an affiliate of the sponsor as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Company’s trust account. As of June 30, 2023 and December 31, 2022, the Company had no borrowings under the working capital loans. |
Commitments & Contingencies
Commitments & Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments & Contingencies | Note 7 — Commitments & Contingencies Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statement. The financial statement do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights The holders of the founder shares, private placement shares and private placement warrants, including any of those issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the private placement warrants that may be issued upon conversion of working capital loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the IPO the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statement filed after the completion of the initial Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the founder shares, and (ii) in the case of the Private Placement Units and the respective Class A ordinary shares underlying such units, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statement. In addition, pursuant to the registration and shareholder rights agreement, the Company’s sponsor, upon and following consummation of an initial Business Combination, will be entitled to nominate three individuals for appointment to the Company’s board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement. Underwriters Agreement The underwriters are entitled to underwriting discounts of (i) $0.20 per Public Unit, or $1,610,000 in the aggregate, paid at the closing of the IPO and(ii) a deferred underwriting discount of $0.35 per Public Unit, or approximately $2,817,500 in the aggregate, upon the consummation of the Company’s initial Business Combination. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Shareholders' (Deficit) Equity
Shareholders' (Deficit) Equity | 6 Months Ended |
Jun. 30, 2023 | |
Shareholders’ (Deficit) Equity [Abstract] | |
Shareholders' (Deficit) Equity | Note 8 — Shareholders’ (Deficit) Equity Preference Shares no Class A Ordinary Shares Class B Ordinary Shares Public shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s effective amended and restated memorandum and articles of association at the time, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by the Company’s shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of the Company’s ordinary shares that are voted, and pursuant to the amended and restated memorandum and articles of association; such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. The Company’s board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed in each year. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50% of the shares voted for the appointment of directors can appoint all of the directors. The shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. Prior to the initial Business Combination, (i) only holders of the Company’s founder shares will have the right to vote on the appointment of directors and (ii) in a vote to continue the Company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two thirds of the votes of all ordinary shares voted at a general meeting), holders of the Company’s Class B ordinary shares will have ten votes for every Class B ordinary share and holders of the Company’s Class A ordinary shares will have one vote for every Class A ordinary share. These provisions of the Company’s amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than 90% of the Company’s ordinary shares who attend and vote at the Company’s general meeting which shall include the affirmative vote of a simple majority of the Company’s Class B ordinary shares. Holders of the Company’s Public Shares will not be entitled to vote on the appointment of directors prior to the initial Business Combination. In addition, prior to the completion of an initial Business Combination, holders of a majority of the Company’s founder shares may remove a member of the board of directors for any reason. In connection with the initial Business Combination, the Company may enter into a shareholders agreement or other arrangements with the shareholders of the target with respect to voting and other corporate governance matters following completion of the initial Business Combination. Warrants As of June 30, 2023 and December 31, 2022, 8,542,000 Class 1 Warrants and 4,271,000 Class 2 Warrants are outstanding (including 492,000 Class 1 Warrants and 246,000 Class 2 Warrants underlying the Private Placement Units). The Company will account for warrants as equity instruments in accordance with ASC 815, Derivatives and Hedging, based on the specific terms of the warrant agreement. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at the Company’s option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, and the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value. The “fair market value” as used in this paragraph means the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of warrants when the price per Class A ordinary share equals or exceeds $16.50. Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A 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 “-Warrants-Public Shareholders’ Warrants-Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders). In addition, if (x) The Company issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Company’s sponsor or its affiliates, without taking into account any founder shares held by the Company’s sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial 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 the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the higher of the Market Value and the Newly Issued Price. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date when the financial statements were issued. Based on this review, management identified the following subsequent events that are required disclosure in the financial statements. Under the Company’s then-effective amended and restated memorandum and articles of association, the Company would have until July 28, 2023 (or January 28, 2024 if the Company extends the period of time to consummate an initial Business Combination) to consummate an initial Business Combination. On July 27, 2023, the Company held an extraordinary general meeting of shareholders, or the “EGM”. At the EGM, the shareholders of the Company, by special resolution, approved a Charter Amendment to (i) allow the Company until July 28, 2023 to consummate an initial Business Combination, and to (ii) elect to extend the period to consummate an initial Business Combination up to nine times, each by an additional one-month period, for a total of up to nine months to April 28, 2024, by depositing to the Company’s Trust Account the amount lesser of (i) $85,000 for each one-month extension or (ii) $0.04 for each Public Share for each one-month extension. Under Cayman Islands law, the Charter Amendment took effect upon approval of the Charter Amendment Proposal by the shareholders at the EGM. On July 27, 2023, the Company also filed a second amended and restated memorandum and articles of association with the Registrar of Companies of the Cayman Islands. Pursuant to the Charter Amendment, the Company may, at the request of the sponsor of the Company’s IPO and by approval of the Company’s board of directors, elect to extend the period to consummate an initial Business Combination up to nine times, each by an additional Monthly Extension, for a total of up to six months to April 28, 2024, by depositing to the Trust Account $85,000 for each Monthly Extension. In connection with the votes to approve the Charter Amendment Proposal, 4,076,118 Public Shares of the Company were rendered for redemption. As of the date of this report on Form 10-Q, all such Public Shares are in the process of redemption by our transfer agent, VStock Transfer, LLC, which shall result in a total of 4,465,882 Class A ordinary shares (including 492,000 Class A ordinary shares underlying the Private Placement Units) remaining after the consummation of such process. On July 28, 2023, an aggregate of $85,000 was deposited into the Trust Account for the public stockholders, resulting in an extension of the period of time we have to consummate the initial Business Combination by one month from July 28, 2023 to August 28, 2023, or the “First Monthly Extension”. Under the Company’s currently effective second amended and restated memorandum and articles of association, the Company would now have until August 28, 2023 (or such later dates up to April 28, 2023, depending on the numbers of Monthly Extensions the Company seeks to extend) to consummate an initial Business Combination (the “Combination Period”). |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of results to be expected for any other interim period or for the full year. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on April 17, 2023. |
Emerging Growth Company Status | Emerging Growth Company Status 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 The Company’s Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statement, 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 growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of 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 statement, 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 | 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 $5,169 and $710,573 in cash as of June 30, 2023 and December 31, 2022, respectively. The Company had no cash equivalents as of June 30, 2023 or December 31, 2022. |
Investments held in Trust Account | Investments held in Trust Account As of June 30, 2023, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. |
Deferred Offering Costs | Deferred Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs – SEC Materials” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Deferred offering costs consist of underwriting, legal, accounting and other expenses (including underwriting discounts and commissions) incurred through the balance sheet date that are directly related to the IPO and was charged to shareholder’s equity upon the completion of the IPO on April 28, 2022. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Ordinary Shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. (See Note 8). |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as stockholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, ordinary shares subject to possible redemption are presented at redemption value of $10.50 and $10.28 per share, respectively, as temporary equity, outside of the stockholders’ 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 Ordinary Shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero. |
Net income (loss) Per Ordinary Share | Net income (loss) Per Ordinary Share The Company complies with the accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per redeemable and non- redeemable ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding between the redeemable and non-redeemable shares during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 262,500 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Notes 5 and 7). 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 dividends paid. The Company then allocated the undistributed income (loss) based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Subsequent measurement adjustments recorded pursuant to ASC 480-10-S99-3A related to redeemable shares are treated in the same manner as dividends on non-redeemable shares. Class A ordinary shares are redeemable at a price determined by the Trust Account held by the Company. This redemption price is not considered a redemption at fair value. Accordingly, the adjustments to the carrying amount are reflected in the Earnings Per Share (“EPS”) using the two-class method. The Company has elected to apply the two-class method by treating the entire periodic adjustment to the carrying amount of the Class A ordinary shares subject to possible redemption like a dividend. Based on the above, any remeasurement of redemption value of the Class A ordinary shares subject to possible redemption is considered to be dividends aid to the Public Shareholders. Warrants issued are contingently exercisable (i.e., on the later of 30 days after the completion of the initial Business Combination or 15 months from the closing of the IPO). For EPS purpose, the warrants are anti-dilutive since they would generally not be reflected in basic or diluted EPS until the contingency is resolved. As of June 30, 2023, the Company did not have any other 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 income (loss) per ordinary share is the same as basic earnings per ordinary share for the period presented. The net income (loss) per share presented in the statement of operations is based on the following: For the Three For the Three For the Six For the Six Ended Ended Ended Ended June 30, June 30, June 30, June 30, Net income (loss) $ 640,387 $ (125,429 ) $ 1,319,926 $ (125,892 ) Accretion of carrying value to redemption value (938,373 ) - (1,766,604 ) - Net loss including accretion of carrying value of Redemption value $ (297,986 ) $ (125,429 ) $ (446,678 ) $ (125,892 ) For the Three For the Three June 30, 2023 June 30, 2022 Non- Non- Redeemable Redeemable Redeemable Redeemable Common Common Common Common Stock Stock Stock Stock Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including carrying value to redemption value $ (227,276 ) $ (70,710 ) $ (5,825,776 ) $ (2,459,812 ) Accretion of carrying value to redemption value 938,373 - 8,160,159 - Allocation of net income/(loss) $ 711,097 $ (70,710 ) $ 2,334,383 $ (2,459,812 ) Denominators: Weighted-average shares outstanding 8,050,000 2,504,500 5,573,077 2,353,115 Basic and diluted net income/ (loss) per share $ 0.09 $ (0.03 ) $ 0.42 $ (1.05 ) For the Six For the Six June 30, 2023 June 30, 2022 Non- Non- Redeemable Redeemable Redeemable Redeemable Common Common Common Common Stock Stock Stock Stock Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including carrying value to redemption value $ (340,685 ) $ (105,993 ) $ (4,656,728 ) $ (3,629,323 ) Accretion of carrying value to redemption value 1,766,604 - 8,160,159 - Allocation of net income/(loss) $ 1,425,919 $ (105,993 ) $ 3,503,431 $ (3,629,323 ) Denominators: Weighted-average shares outstanding 8,050,000 2,504,500 2,801,934 2,183,749 Basic and diluted net income/ (loss) per share $ 0.18 $ (0.04 ) $ 1.25 $ (1.66 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. As of June 30, 2023 and December 31, 2022, approximately $0 and $460,573, respectively, was over the Federal Deposit Insurance Corporation (FDIC) limit. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: ● Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. ● L evel 2 - . ● Level 3 - V aluations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. 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 June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement. |
Significant accounting polici_2
Significant accounting policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
Schedule of net income (loss) per share presented in the statement of operations is based | The net income (loss) per share presented in the statement of operations is based on the following: For the Three For the Three For the Six For the Six Ended Ended Ended Ended June 30, June 30, June 30, June 30, Net income (loss) $ 640,387 $ (125,429 ) $ 1,319,926 $ (125,892 ) Accretion of carrying value to redemption value (938,373 ) - (1,766,604 ) - Net loss including accretion of carrying value of Redemption value $ (297,986 ) $ (125,429 ) $ (446,678 ) $ (125,892 ) |
Schedule of net income (loss) per share | The net income (loss) per share presented in the statement of operations is based on the following: For the Three For the Three June 30, 2023 June 30, 2022 Non- Non- Redeemable Redeemable Redeemable Redeemable Common Common Common Common Stock Stock Stock Stock Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including carrying value to redemption value $ (227,276 ) $ (70,710 ) $ (5,825,776 ) $ (2,459,812 ) Accretion of carrying value to redemption value 938,373 - 8,160,159 - Allocation of net income/(loss) $ 711,097 $ (70,710 ) $ 2,334,383 $ (2,459,812 ) Denominators: Weighted-average shares outstanding 8,050,000 2,504,500 5,573,077 2,353,115 Basic and diluted net income/ (loss) per share $ 0.09 $ (0.03 ) $ 0.42 $ (1.05 ) For the Six For the Six June 30, 2023 June 30, 2022 Non- Non- Redeemable Redeemable Redeemable Redeemable Common Common Common Common Stock Stock Stock Stock Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including carrying value to redemption value $ (340,685 ) $ (105,993 ) $ (4,656,728 ) $ (3,629,323 ) Accretion of carrying value to redemption value 1,766,604 - 8,160,159 - Allocation of net income/(loss) $ 1,425,919 $ (105,993 ) $ 3,503,431 $ (3,629,323 ) Denominators: Weighted-average shares outstanding 8,050,000 2,504,500 2,801,934 2,183,749 Basic and diluted net income/ (loss) per share $ 0.18 $ (0.04 ) $ 1.25 $ (1.66 ) |
Investment Held in Trust Acco_2
Investment Held in Trust Account (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Investment Held in Trust Account [Abstract] | |
Schedule of company’s assets that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022 Level June 30, December 31, Assets: Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 84,502,266 $ 82,735,662 Total 1 $ 84,502,266 $ 82,735,662 |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Initial Public Offering [Abstract] | |
Schedule of ordinary shares reflected on the balance sheet are reconciled | As of June 30, 2023 and December 31, 2022, the amounts of ordinary shares reflected on the balance sheet are reconciled in the following table. Gross proceeds $ 80,500,000 Less: Proceeds allocated to Class 1 public warrants (1,529,806 ) Offering costs of public shares (5,020,353 ) Plus: Accretion of carrying value to redemption value 8,785,821 Ordinary shares subject to possible redemption, December 31, 2022 82,735,662 Plus: Accretion of carrying value to redemption value 1,766,604 Ordinary shares subject to possible redemption, June 30, 2023 $ 84,502,266 |
Organization, Business Operat_2
Organization, Business Operation (Details) - USD ($) | 6 Months Ended | ||||
Apr. 28, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jul. 28, 2023 | Dec. 31, 2022 | |
Organization, Business Operation (Details) [Line Items] | |||||
Price per ordinary share (in Dollars per share) | $ 11.5 | ||||
Gross proceeds | $ 80,500,000 | ||||
Gross proceeds from private placement | $ 4,920,000 | ||||
Transaction costs | 5,117,607 | ||||
Underwriting fees | 4,427,500 | ||||
Other offering cost | 690,107 | ||||
Cash | $ 5,169 | $ 710,573 | |||
Issuance and sale of private placement shares | $ 82,110,000 | ||||
Price per public unit (in Dollars per share) | $ 10.2 | ||||
Maturity term | 185 days | ||||
Business combination redeem rate | 100% | ||||
Aggregate fair market value rate | 80% | ||||
Net tangible assets | $ 5,000,001 | ||||
Depositing into trust account | $ 85,000 | ||||
Shares price (in Dollars per share) | $ 0.04 | ||||
Redemption of public shares (in Shares) | 4,076,118 | ||||
Interest to pay dissolution expenses | $ 100,000 | ||||
Converted rate | 20% | ||||
Per share amount to be maintained in the trust account (in Dollars per share) | $ 10.2 | ||||
Temporary equity, liquidation preference per share (in Dollars per share) | $ 10.2 | ||||
Ordinary Shares [Member] | |||||
Organization, Business Operation (Details) [Line Items] | |||||
Shares issued (in Shares) | 4,465,882 | ||||
Initial Public Offering [Member] | |||||
Organization, Business Operation (Details) [Line Items] | |||||
Shares issued (in Shares) | 8,050,000 | ||||
Gross proceeds | $ 80,500,000 | ||||
Shares price (in Dollars per share) | $ 10 | ||||
Private Placement [Member] | |||||
Organization, Business Operation (Details) [Line Items] | |||||
Shares issued (in Shares) | 492,000 | ||||
Class A Ordinary Share [Member] | |||||
Organization, Business Operation (Details) [Line Items] | |||||
Ordinary shares classification description | Each unit consists of one share of the Company’s Class A ordinary share and one Class 1 public warrant and one-half of one Class 2 public warrant. | ||||
Gross proceeds | $ 80,500,000 | ||||
Business combination redeem rate | 100% | ||||
Class A Ordinary Share [Member] | Initial Public Offering [Member] | |||||
Organization, Business Operation (Details) [Line Items] | |||||
Shares issued (in Shares) | 8,050,000 | ||||
Ordinary shares classification description | Each Public Unit consists of one Public Share and one Class 1 Warrant and one-half of one Class 2 Warrant. | ||||
Price per ordinary share (in Dollars per share) | $ 11.5 | ||||
Offering price per unit (in Dollars per share) | $ 10 | ||||
Class A Ordinary Share [Member] | Over-Allotment Option [Member] | |||||
Organization, Business Operation (Details) [Line Items] | |||||
Shares issued (in Shares) | 1,050,000 | ||||
Class A Ordinary Share [Member] | Private Placement [Member] | |||||
Organization, Business Operation (Details) [Line Items] | |||||
Offering price per unit (in Dollars per share) | $ 10 | ||||
Sale of stock (in Shares) | 492,000 | ||||
Gross proceeds from private placement | $ 4,920,000 | ||||
Business combination period | 30 days | ||||
Post Transaction Company [Member] | |||||
Organization, Business Operation (Details) [Line Items] | |||||
Ownership percentage | 50% | ||||
Subsequent Event [Member] | |||||
Organization, Business Operation (Details) [Line Items] | |||||
Depositing into trust account | $ 85,000 | ||||
Asset, Held-in-Trust [Member] | |||||
Organization, Business Operation (Details) [Line Items] | |||||
Depositing into trust account | $ 85,000 |
Significant accounting polici_3
Significant accounting policies (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Significant Accounting Policies [Abstract] | ||
Cash | $ 5,169 | $ 710,573 |
Shares subject to possible redemption per share (in Dollars per share) | $ 10.5 | $ 10.28 |
Aggregate shares (in Shares) | 262,500 | |
Cash, FDIC insured amount | $ 0 | $ 460,573 |
Significant accounting polici_4
Significant accounting policies (Details) - Schedule of net income (loss) per share presented in the statement of operations is based - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Net Income Loss Per Share Presented In the Statement of Operations Is Based [Abstract] | ||||||
Net income (loss) | $ 640,387 | $ 679,539 | $ (125,429) | $ (463) | $ 1,319,926 | $ (125,892) |
Accretion of carrying value to redemption value | (938,373) | (1,766,604) | ||||
Net loss including accretion of carrying value of Redemption value | $ (297,986) | $ (125,429) | $ (446,678) | $ (125,892) |
Significant accounting polici_5
Significant accounting policies (Details) - Schedule of net income (loss) per share - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Redeemable Common Stock [Member] | ||||
Numerators: | ||||
Allocation of net loss including carrying value to redemption value | $ (227,276) | $ (5,825,776) | $ (340,685) | $ (4,656,728) |
Accretion of carrying value to redemption value | 938,373 | 8,160,159 | 1,766,604 | 8,160,159 |
Allocation of net income/(loss) | $ 711,097 | $ 2,334,383 | $ 1,425,919 | $ 3,503,431 |
Denominators: | ||||
Weighted-average shares outstanding (in Shares) | 8,050,000 | 5,573,077 | 8,050,000 | 2,801,934 |
Basic and diluted net income/ (loss) per share (in Dollars per share) | $ 0.09 | $ 0.42 | $ 0.18 | $ 1.25 |
Non Redeemable Common Stock [Member] | ||||
Numerators: | ||||
Allocation of net loss including carrying value to redemption value | $ (70,710) | $ (2,459,812) | $ (105,993) | $ (3,629,323) |
Accretion of carrying value to redemption value | ||||
Allocation of net income/(loss) | $ (70,710) | $ (2,459,812) | $ (105,993) | $ (3,629,323) |
Denominators: | ||||
Weighted-average shares outstanding (in Shares) | 2,504,500 | 2,353,115 | 2,504,500 | 2,183,749 |
Basic and diluted net income/ (loss) per share (in Dollars per share) | $ (0.03) | $ (1.05) | $ (0.04) | $ (1.66) |
Significant accounting polici_6
Significant accounting policies (Details) - Schedule of net income (loss) per share (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Redeemable Common Stock [Member] | ||||
Significant accounting policies (Details) - Schedule of net income (loss) per share (Parentheticals) [Line Items] | ||||
Diluted net income/ (loss) per share | $ 0.09 | $ 0.42 | $ 0.18 | $ 1.25 |
Non Redeemable Common Stock [Member] | ||||
Significant accounting policies (Details) - Schedule of net income (loss) per share (Parentheticals) [Line Items] | ||||
Diluted net income/ (loss) per share | $ (0.03) | $ (1.05) | $ (0.04) | $ (1.66) |
Investment Held in Trust Acco_3
Investment Held in Trust Account (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Investment Held in Trust Account [Abstract] | ||
Assets held in the trust account | $ 84,502,266 | $ 82,735,662 |
Investment Held in Trust Acco_4
Investment Held in Trust Account (Details) - Schedule of company’s assets that are measured at fair value on a recurring basis - Level 1 [Member] - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Assets held in trust account | $ 84,502,266 | $ 82,735,662 |
U.S. Treasury Securities [Member] | ||
Assets: | ||
Assets held in trust account | $ 84,502,266 | $ 82,735,662 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 6 Months Ended | ||
Apr. 28, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Initial Public Offering (Details) [Line Items] | |||
Price per share (in Dollars per share) | $ 11.5 | $ 12 | |
Gross proceeds (in Dollars) | $ 80,500,000 | ||
Purchase share | 1 | ||
Exercisable term | 30 days | ||
Initial Public Offering [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Sale of stock | 8,050,000 | ||
Price per share (in Dollars per share) | $ 10 | ||
Gross proceeds (in Dollars) | $ 80,500,000 | ||
Purchase share | 1 | ||
Public shares sold | 8,050,000 | ||
Class A Ordinary Share [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Price per share (in Dollars per share) | $ 9.2 | ||
Gross proceeds (in Dollars) | $ 80,500,000 | ||
Ordinary shares classification description | Each unit consists of one share of the Company’s Class A ordinary share and one Class 1 public warrant and one-half of one Class 2 public warrant. | ||
Class A Ordinary Share [Member] | Initial Public Offering [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Ordinary shares classification description | Each Public Unit consists of one Public Share and one Class 1 Warrant and one-half of one Class 2 Warrant. | ||
Public shares sold | 8,050,000 |
Initial Public Offering (Deta_2
Initial Public Offering (Details) - Schedule of ordinary shares reflected on the balance sheet are reconciled - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule of Ordinary Shares Reflected On the Balance Sheet Are Reconciled [Abstract] | ||
Gross proceeds | $ 80,500,000 | |
Less: | ||
Proceeds allocated to Class 1 public warrants | (1,529,806) | |
Offering costs of public shares | (5,020,353) | |
Plus: | ||
Accretion of carrying value to redemption value | $ 1,766,604 | 8,785,821 |
Ordinary shares subject to possible redemption | $ 84,502,266 | $ 82,735,662 |
Private Placement (Details)
Private Placement (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Private Placement (Details) [Line Items] | |
Purchase price per unit | $ 0.04 |
Initial Public Offering [Member] | |
Private Placement (Details) [Line Items] | |
Purchase price per unit | $ 10 |
Gross proceeds amount | $ | $ 4,920,000 |
Class A Ordinary Share [Member] | |
Private Placement (Details) [Line Items] | |
Ordinary shares classification description | Each Private Placement Unit consists of one Class A ordinary share, one Class 1 Warrant and one-half of one Class 2 Warrant. |
Aimfinity Investment LLC [Member] | Initial Public Offering [Member] | |
Private Placement (Details) [Line Items] | |
Shares issued | shares | 492,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Dec. 04, 2021 | Mar. 29, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 29, 2022 | Apr. 28, 2022 | Mar. 18, 2022 | |
Related Party Transactions (Details) [Line Items] | ||||||||
Acquired share (in Shares) | 2,875,000 | |||||||
Aggregate purchase price | $ 25,000 | |||||||
Purchase price per share (in Dollars per share) | $ 0.04 | |||||||
Aggregate share (in Shares) | 262,500 | |||||||
Aggregate of per share (in Dollars per share) | $ 0.012 | |||||||
Founder shares, issued (in Shares) | 2,012,500 | 2,012,500 | ||||||
Founder shares, outstanding (in Shares) | 2,012,500 | 2,012,500 | ||||||
Transferred share (in Shares) | 20,000 | |||||||
Granted per share (in Dollars per share) | $ 1.37 | |||||||
Aggregate grant date fair value | $ 111,774 | |||||||
Unrecognized compensation expense | $ 111,744 | |||||||
Percentage of converted | 20% | |||||||
Share price per share (in Dollars per share) | $ 12 | $ 11.5 | ||||||
Loan amount | $ 300,000 | |||||||
Outstanding balance amount | $ 328,854 | |||||||
Lease term | 1 year | |||||||
Lease amount | $ 3,332 | $ 3,332 | ||||||
Shareholder operating expenses | $ 111,999 | |||||||
Payable amount | 125,658 | $ 13,749 | ||||||
Convertible loan | $ 1,500,000 | |||||||
Convertible loan per share (in Dollars per share) | $ 10 | |||||||
Founder Shares [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Founder shares (in Shares) | 60,000 | 862,500 | ||||||
Class B Ordinary Shares [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Aggregate share (in Shares) | 2,012,500 | |||||||
Founder Shares [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Purchase price per share (in Dollars per share) | $ 0.009 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares | |
Commitments and Contingencies [Abstract] | |
Underwriting discount per unit | $ / shares | $ 0.2 |
Payment of underwriting discount | $ | $ 1,610,000 |
Deferred underwriting discount | $ / shares | $ 0.35 |
Aggregate amount | $ | $ 2,817,500 |
Shareholders' (Deficit) Equity
Shareholders' (Deficit) Equity (Details) - $ / shares | 6 Months Ended | ||||
Mar. 18, 2022 | Dec. 04, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Apr. 28, 2022 | |
Shareholders' (Deficit) Equity (Details) [Line Items] | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares issued | |||||
Preferred stock, shares outstanding | |||||
Ordinary shares outstanding | 492,000 | ||||
Number of shares purchased | 1 | ||||
Price per share (in Dollars per share) | $ 11.5 | ||||
Warrants expire term | 5 years | ||||
Ordinary per share (in Dollars per share) | $ 12 | $ 11.5 | |||
Aggregate gross proceeds issuances percentage | 60% | ||||
Exercise price of the warrants (in Dollars per share) | $ 9.2 | ||||
Market value percentage | 115% | ||||
Share redemption trigger price (in Dollars per share) | $ 16.5 | ||||
Share subject to possible redemption | 8,050,000 | 8,050,000 | |||
Common Class A [Member] | |||||
Shareholders' (Deficit) Equity (Details) [Line Items] | |||||
Ordinary shares authorized | 200,000,000 | 200,000,000 | |||
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Ordinary shares issued | 492,000 | 492,000 | |||
Ordinary shares outstanding | 492,000 | 492,000 | |||
Redemption of warrants description | Redemption of warrants when the price per Class A ordinary share equals or exceeds $16.50. Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A 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 “-Warrants-Public Shareholders’ Warrants-Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders). | ||||
Ordinary per share (in Dollars per share) | $ 9.2 | ||||
Market value percentage | 165% | ||||
Share subject to possible redemption | 8,050,000 | ||||
Class B Ordinary Shares [Member] | |||||
Shareholders' (Deficit) Equity (Details) [Line Items] | |||||
Ordinary shares authorized | 20,000,000 | 20,000,000 | |||
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Ordinary shares issued | 2,012,500 | 2,012,500 | |||
Ordinary shares outstanding | 2,012,500 | 2,012,500 | |||
Shares issued | 2,875,000 | ||||
Cancellation of ordinary shares | 862,500 | ||||
Aggregate shares | 2,012,500 | ||||
Percentage issued and outstanding | 20% | ||||
Class 1 Warrants [Member] | |||||
Shareholders' (Deficit) Equity (Details) [Line Items] | |||||
Shares issued | 8,542,000 | ||||
Class 2 Warrants [Member] | |||||
Shareholders' (Deficit) Equity (Details) [Line Items] | |||||
Shares issued | 4,271,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jul. 28, 2023 | Jun. 30, 2023 |
Subsequent Events (Details) [Line Items] | ||
Depositing into trust account | $ 85,000 | |
Shares price | $ 0.04 | |
Redemption of public shares | 4,076,118 | |
Private Placement [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Shares issued | 492,000 | |
Ordinary Shares [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Shares issued | 4,465,882 | |
Subsequent Event [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Depositing into trust account | $ 85,000 | |
Asset, Held-in-Trust [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Depositing into trust account | $ 85,000 |