Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 10, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41607 | |
Entity Registrant Name | PONO CAPITAL THREE, INC. | |
Entity Central Index Key | 0001930021 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 643 Ilalo St., #102 | |
Entity Address, City or Town | Honolulu | |
Entity Address, State or Province | HI | |
Entity Address, Postal Zip Code | 96813 | |
City Area Code | (808) | |
Local Phone Number | 892-6611 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Units Each Consisting Of One Class Ordinary Share And One Redeemable Warrant [Member] | ||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share and one Redeemable Warrant | |
Trading Symbol | PTHRU | |
Security Exchange Name | NASDAQ | |
Class A Ordinary Share, $0.0001 par value per share [Member] | ||
Title of 12(b) Security | Class A Ordinary Share, $0.0001 par value per share | |
Trading Symbol | PTHR | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants, each warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share [Member] | ||
Title of 12(b) Security | Redeemable Warrants, each warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share | |
Trading Symbol | PTHRW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 12,168,875 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 4,935,622 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 283,101 | $ 88,277 |
Prepaid expenses | 219,102 | 1,372 |
Total current assets | 502,203 | 89,649 |
Deferred offering costs | 368,802 | |
Marketable Securities held in Trust Account | 119,917,674 | |
Total Assets | 120,419,877 | 458,451 |
Current liabilities: | ||
Accounts payable | 57,745 | |
Accrued offering costs | 70,000 | 142,138 |
Total current liabilities | 160,856 | 442,138 |
Deferred underwriting fee payable | 3,450,000 | |
Total Liabilities | 3,610,856 | 442,138 |
Commitments and Contingencies (Note 6) | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value, 11,500,000 shares at redemption value of $10.42 and $0 per share as of June 30, 2023 and December 31, 2022, respectively | 119,817,674 | |
Shareholders’ Equity (Deficit): | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | ||
Common stock value | ||
Additional paid-in capital | 24,712 | |
Subscription receivable | (206) | |
Accumulated deficit | (3,009,214) | (8,687) |
Total Shareholders’ Equity (Deficit) | (3,008,653) | 16,313 |
Total Liabilities and Shareholders’ Equity (Deficit) | 120,419,877 | 458,451 |
Common Class A [Member] | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value, 11,500,000 shares at redemption value of $10.42 and $0 per share as of June 30, 2023 and December 31, 2022, respectively | 119,817,674 | |
Shareholders’ Equity (Deficit): | ||
Common stock value | 67 | |
Common Class B [Member] | ||
Shareholders’ Equity (Deficit): | ||
Common stock value | 494 | 494 |
Nonrelated Party [Member] | ||
Current liabilities: | ||
Accrued expenses | 28,111 | |
Related Party [Member] | ||
Current liabilities: | ||
Accrued expenses | 5,000 | |
Promissory note - related party | $ 300,000 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Redemption value per share | $ 10.42 | $ 10.42 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 11,500,000 | 11,500,000 |
Redemption value per share | $ 10.42 | $ 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Commo stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, share issued | 668,875 | 0 |
Common stock, share outstanding | 668,875 | 0 |
Redemption of shares | 11,500,000 | 0 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Commo stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, share issued | 4,935,622 | 4,935,622 |
Common stock, share outstanding | 4,935,622 | 4,935,622 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2023 | |
Operating and formation costs | $ 295,817 | $ 1,089 | $ 1,427 | $ 426,086 |
Loss from operations | (295,817) | (1,089) | (1,427) | (426,086) |
Other income | ||||
Interest income on investments held in Trust Account | 1,412,991 | 2,042,674 | ||
Net income (loss) | 1,117,174 | (1,089) | $ (1,427) | 1,616,588 |
Basic net income per share, ordinary shares | ||||
Diluted net income per share, ordinary shares | ||||
Common Class A [Member] | ||||
Other income | ||||
Net income (loss) | $ 794,806 | $ 1,049,870 | ||
Weighted average shares outstanding, ordinary shares, basic | 12,168,875 | 9,143,464 | ||
Weighted average shares outstanding, ordinary shares, diluted | 12,168,875 | 9,143,464 | ||
Basic net income per share, ordinary shares | $ 0.07 | $ 0.11 | ||
Diluted net income per share, ordinary shares | $ 0.07 | $ 0.11 | ||
Common Class B [Member] | ||||
Other income | ||||
Net income (loss) | $ 322,368 | $ (1,089) | $ (1,427) | $ 566,718 |
Weighted average shares outstanding, ordinary shares, basic | 4,935,622 | 1,390,110 | 698,895 | 4,935,622 |
Weighted average shares outstanding, ordinary shares, diluted | 4,935,622 | 1,390,110 | 698,895 | 4,935,622 |
Basic net income per share, ordinary shares | $ 0.07 | $ 0.11 | ||
Diluted net income per share, ordinary shares | $ 0.07 | $ 0.11 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Subscription Receivable [Member] | Retained Earnings [Member] | Common Class A [Member] | Common Class B [Member] | Total |
Beginning balance, value at Mar. 10, 2022 | ||||||||
Beginning balance, shares at Mar. 10, 2022 | ||||||||
Net Income (loss) | (338) | (338) | ||||||
Ending balance, value at Mar. 31, 2022 | (338) | (338) | ||||||
Ending balance, shares at Mar. 31, 2022 | ||||||||
Beginning balance, value at Mar. 10, 2022 | ||||||||
Beginning balance, shares at Mar. 10, 2022 | ||||||||
Net Income (loss) | $ (1,427) | (1,427) | ||||||
Ending balance, value at Jun. 30, 2022 | $ 288 | 24,712 | (1,427) | 23,573 | ||||
Ending balance, shares at Jun. 30, 2022 | 2,875,000 | |||||||
Beginning balance, value at Mar. 31, 2022 | (338) | (338) | ||||||
Beginning balance, shares at Mar. 31, 2022 | ||||||||
Net Income (loss) | (1,089) | (1,089) | (1,089) | |||||
Issuance of Class B ordinary shares to Sponsor | $ 288 | 24,712 | 25,000 | |||||
Issuance of class B ordinary shares to sponsor, shares | 2,875,000 | |||||||
Ending balance, value at Jun. 30, 2022 | $ 288 | 24,712 | (1,427) | 23,573 | ||||
Ending balance, shares at Jun. 30, 2022 | 2,875,000 | |||||||
Beginning balance, value at Dec. 31, 2022 | $ 494 | 24,712 | (206) | (8,687) | 16,313 | |||
Beginning balance, shares at Dec. 31, 2022 | 4,935,622 | |||||||
Issuance of Placement Units | $ 57 | 5,653,693 | 5,653,750 | |||||
Issuance of Placement Units, shares | 565,375 | |||||||
Issuance of Representative Shares | $ 10 | 132,470 | 132,480 | |||||
Issuance of Representative shares, shares | 103,500 | |||||||
Proceeds allocated to Public Warrants | 3,392,500 | 3,392,500 | ||||||
Allocation of Issuance Costs | (206,223) | (206,223) | ||||||
Accretion Redemption Value of Class A Ordinary Shares | (8,997,152) | (3,204,124) | (12,201,276) | |||||
Net Income (loss) | 499,414 | 499,414 | ||||||
Ending balance, value at Mar. 31, 2023 | $ 67 | $ 494 | (206) | (2,713,397) | (2,713,042) | |||
Ending balance, shares at Mar. 31, 2023 | 668,875 | 4,935,622 | ||||||
Beginning balance, value at Dec. 31, 2022 | $ 494 | 24,712 | (206) | (8,687) | 16,313 | |||
Beginning balance, shares at Dec. 31, 2022 | 4,935,622 | |||||||
Issuance of Representative Shares | $ 132,480 | |||||||
Issuance of Representative shares, shares | 103,500 | |||||||
Net Income (loss) | 1,049,870 | 566,718 | $ 1,616,588 | |||||
Ending balance, value at Jun. 30, 2023 | $ 67 | $ 494 | (3,009,214) | (3,008,653) | ||||
Ending balance, shares at Jun. 30, 2023 | 668,875 | 4,935,622 | ||||||
Beginning balance, value at Mar. 31, 2023 | $ 67 | $ 494 | (206) | (2,713,397) | (2,713,042) | |||
Beginning balance, shares at Mar. 31, 2023 | 668,875 | 4,935,622 | ||||||
Accretion Redemption Value of Class A Ordinary Shares | (1,412,991) | (1,412,991) | ||||||
Net Income (loss) | 1,117,174 | $ 794,806 | $ 322,368 | 1,117,174 | ||||
Cash received for stock subscription receivable | 206 | 206 | ||||||
Ending balance, value at Jun. 30, 2023 | $ 67 | $ 494 | $ (3,009,214) | $ (3,008,653) | ||||
Ending balance, shares at Jun. 30, 2023 | 668,875 | 4,935,622 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 4 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2023 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (1,427) | $ 1,616,588 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest income on investments held in Trust Account | (2,042,674) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (4,144) | (217,729) |
Accounts payable | 57,745 | |
Accrued expenses | 28,111 | |
Accrued expenses - related party | 5,000 | |
Net cash used in operating activities | (5,571) | (552,959) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (117,875,000) | |
Net cash used in investing activities | (117,875,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B ordinary shares to Sponsor | 25,000 | |
Proceeds from promissory note - related party | 300,000 | |
Advance from Sponsor for payment of formation costs | 412 | |
Repayment to Sponsor for payment of formation costs | (412) | |
Proceeds from sale of Placement Units | 5,653,750 | |
Proceeds from sale of Units, net of underwriting discount paid | 113,735,000 | |
Proceeds from stock subscriptions received | 206 | |
Repayment of Promissory note - related party | (300,000) | |
Payment of offering costs | (85,602) | (466,173) |
Net cash provided by financing activities | 239,398 | 118,622,783 |
Net Change in Cash | 233,827 | 194,824 |
Cash - Beginning of period | 88,277 | |
Cash - End of period | 233,827 | 283,101 |
Non-cash investing and financing activities: | ||
Accretion of Class A ordinary shares subject to redemption value | 13,614,267 | |
Valuation of Representative Shares | 132,480 | |
Offering costs included in Accrued offering costs | 70,000 | |
Deferred underwriting fee payable | $ 3,450,000 |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Pono Capital Three, Inc. (the “Company”) is a blank check company incorporated in Delaware on March 11, 2022 As of June 30, 2023, the Company had not commenced any operations. All activity from inception through June 30, 2023 relates to the Company’s formation and initial public offering (“Initial Public Offering”), which is described below. 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 Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on February 9, 2023. On February 14, 2023, the Company consummated the Initial Public Offering of 11,500,000 1,500,000 115,000,000 11.50 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 565,375 10.00 54,000 5,653,750 Following the closing of the Initial Public Offering on February 14, 2023, an amount of $ 117,875,000 10.25 Transaction costs related to the issuances described above amounted to $ 5,610,317 1,265,000 3,450,000 895,317 PONO CAPITAL THREE, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80 50 The Company will provide its holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.25 Distinguishing Liabilities from Equity The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor has agreed (a) to vote its Class B ordinary shares, the ordinary shares included in the Placement Units and the Public Shares purchased in the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Class B ordinary shares) and Placement Units (including underlying securities) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Memorandum and Articles of Association relating to shareholders’ rights of pre-Business Combination activity and (d) that the Class B ordinary shares and Placement Units (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased in the Initial Public Offering if the Company fails to complete its Business Combination. PONO CAPITAL THREE, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) The Company will have until 12 months (or up to 18 months from the closing of the Initial Public Offering at the election of the Company pursuant to six one month extensions subject to satisfaction of certain conditions, including the deposit of up to $ 379,500 100,000 10.00 The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $ 10.25 Going Concern and Liquidity As of June 30, 2023 and December 31, 2022, the Company had $ 283,101 88,277 341,347 352,489 1,500,000 PONO CAPITAL THREE, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) The accompanying unaudited condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred and expects to continue to incur significant costs in pursuit of the Company’s financing and acquisition plans. Management plans to address this uncertainty with the successful closing of the Business Combination. The Company will have until February 14, 2024 (or up to August 14, 2024, as applicable) to consummate a Business Combination. If a Business Combination is not consummated by February 14, 2024, less than one year after the date these unaudited condensed financial statements are issued, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company’s balance of cash held outside of the Trust Account as of June 30, 2023, in conjunction with the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 14, 2024. The Company intends to complete the initial Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by February 14, 2024. Risks and Uncertainties As a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity GAAP and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s form 10-K as filed with the SEC on March 30, 2023. The interim results for three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the period ending December 31, 2023 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. PONO CAPITAL THREE, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 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 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 unaudited condensed financial statements 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 the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and 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 were invested in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Such trading securities are presented on the unaudited condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest and dividend income on investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. The Company had $ 119,917,674 0 Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes PONO CAPITAL THREE, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s unaudited condensed financial statements 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 periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s unaudited condensed financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no Class A Ordinary Shares Subject To Possible Redemption All of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Articles of Association. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including Class A 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. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $ 5,000,001 10.42 0 PONO CAPITAL THREE, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) As of June 30, 2023, the Class A ordinary shares reflected in the unaudited condensed balance sheet is reconciled in the following table: SCHEDULE OF REDEEMABLE CLASS A COMMON STOCK Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (3,392,500 ) Issuance costs allocated to Class A ordinary shares (5,404,093 ) Plus: Accretion of Class A ordinary shares subject to redemption to redemption amount 13,614,267 Class A ordinary shares subject to possible redemption $ 119,817,674 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering 5,610,317 1,265,000 3,450,000 895,317 5,404,094 206,223 Net Income Per Share Net income per share is computed by dividing net income by the weighted average number ordinary shares outstanding for the period. Therefore, the income per share calculation allocates income shared pro rata between Class A and Class B ordinary shares. As a result, the calculated net income per share is the same for Class A and Class B ordinary shares. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and Placement Warrants (as defined in Note 4) since the exercise of the warrants are contingent upon the occurrence of future events. PONO CAPITAL THREE, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) The following table reflects the calculation of basic and diluted net income per share: SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE For the Three Months Ended For the Three Months Ended June 30, 2023 June 30, 2022 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net Income (loss) $ 794,806 $ 322,368 $ — $ (1,089 ) Denominator: Weighted Average Ordinary Shares 12,168,875 4,935,622 — 1,390,110 Basic and diluted net income per ordinary shares $ 0.07 $ 0.07 $ — $ — For the Six Months Ended For the Period From March 11, 2022 (inception) Through June 30, 2023 June 30, 2022 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net Income (loss) $ 1,049,870 $ 566,718 $ — $ (1,427 ) Denominator: Weighted Average Ordinary Shares 9,143,464 4,935,622 — 698,895 Basic and diluted net income per ordinary shares $ 0.11 $ 0.11 $ — $ — 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 which, at times may exceed the Federal depository insurance coverage of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging PONO CAPITAL THREE, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 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 ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent 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 additional paid-in capital 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 unaudited condensed statements of operations. The warrants are not precluded from equity classification, and are accounted for as such on the date of issuance, and will be on each condensed balance sheet date thereafter. As the warrants are equity classified, they are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the warrants continue to be classified as equity. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 6 Months Ended |
Jun. 30, 2023 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on February 9, 2023. On February 14, 2023, the Company consummated the Initial Public Offering of 11,500,000 1,500,000 115,000,000 11.50 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 6 Months Ended |
Jun. 30, 2023 | |
Private Placement | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 565,375 10.00 54,000 5,653,750 PONO CAPITAL THREE, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On May 17, 2022, the Sponsor paid an aggregate of $ 25,000 2,875,000 2,060,622 206 643,777 30 The Sponsor has agreed not to transfer, assign or sell any of the Class B ordinary shares (except to certain permitted transferees as disclosed herein) until, with respect to any of the Class B ordinary shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $ 12.00 Promissory Note - Related Party On April 25, 2022, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 300,000 300,000 300,000 Administrative Support Agreement The Company’s Sponsor has agreed, commencing from the date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay to Mehana Capital LLC, the Sponsor, $ 10,000 30,000 0 45,000 0 5,000 0 PONO CAPITAL THREE, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Related Party Loans In order to finance transaction costs in connection with the 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. If the Company completes the initial Business Combination, the Company will repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, including the repayment of loans from the Sponsor to pay for any amount deposited to pay for any extension of the time to complete the initial Business Combination, but no proceeds from the Trust Account would be used for such repayment. Up to $ 1,500,000 10.00 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights Agreement The holders of the Founder Shares and Placement Units (including securities contained therein) and Units (including securities contained therein) that may be issued upon conversion of working capital loans and extension loans, and any Class A ordinary shares issuable upon the exercise of the Placement Warrants and any Class A ordinary shares and warrants (and underlying Class A ordinary shares) that may be issued upon conversion of the Units issued as part of the working capital loans and extension loans and Class A ordinary shares issuable upon conversion of the Founder Shares, will be entitled to registration rights pursuant to a registration rights agreement signed prior on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of these securities are entitled to make up to two 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 statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Underwriting Agreement Simultaneously with the Initial Public Offering, the underwriters fully exercised the over-allotment option to purchase an additional 1,500,000 10.00 15,000,000 The underwriters were paid a cash underwriting discount of $ 0.11 1,265,000 0.30 3,450,000 Representative Shares Upon closing of the Initial Public Offering, the Company issued 103,500 PONO CAPITAL THREE, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) The Representative Shares are subject to a lock-up for a period of 180 days immediately following the commencement of sales of the registration statement pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities may not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the commencement of sales of the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners, registered persons or affiliates or as otherwise permitted under Rule 5110(e)(2). The initial measurement of the fair value of the Representative Shares was determined using the market approach to value the subject interest. Based on the indication of fair value using the market approach, the Company determined the fair value of the Representative Shares to be $ 1.28 132,480 103,500 132,480 Right of First Refusal For a period beginning on the closing of the Initial Public Offering and ending 12 months from the closing of a Business Combination, the Company has granted EF Hutton a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(g)(3)(A)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part. |
SHAREHOLDERS_ EQUITY (DEFICIT)
SHAREHOLDERS’ EQUITY (DEFICIT) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY (DEFICIT) | NOTE 7. SHAREHOLDERS’ EQUITY (DEFICIT) Preference shares 1,000,000 0.0001 no Class A ordinary shares — 100,000,000 0.0001 Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. 12,168,875 11,500,000 668,875 565,375 103,500 no Class B ordinary shares — 10,000,000 0.0001 4,935,622 4,935,622 643,777 30 PONO CAPITAL THREE, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Warrants — 11,500,000 565,375 no 11.50 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 best efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those Class A ordinary shares until the Public Warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants is not effective by the 60th business day after the closing of the initial Business Combination, Public 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 Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their Public Warrants on a cashless basis. Once the Public Warrants become exercisable, the Company may call the Public Warrants for redemption: ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 days’ prior written notice of redemption given after the Public Warrants become exercisable (the “30-day redemption period”) to each Public Warrant holder; and ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $ 18.00 If and when the Public Warrants become redeemable by the Company, the Company may not exercise the redemption right if the issuance of Class A ordinary shares upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at a Newly Issued Price of less than $ 9.20 PONO CAPITAL THREE, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) The Placement Warrants are identical to the Public Warrants except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including the Class A ordinary shares issuable upon exercise of these Placement Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) the holders thereof (including with respect to Class A ordinary shares issuable upon exercise of such Placement Warrants) are entitled to registration rights. The Company accounts for the 12,065,375 11,500,000 565,375 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of June 30, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING Amount at Fair Description Value Level 1 Level 2 Level 3 June 30, 2023 Assets Marketable Securities held in Trust Account: U.S. Treasury Securities $ 119,917,674 $ 119,917,674 $ — $ — As of December 31, 2022, the Company had no |
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 unaudited condensed balance sheet date up to the date that the unaudited condensed financial statements was issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed unaudited financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity GAAP and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s form 10-K as filed with the SEC on March 30, 2023. The interim results for three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the period ending December 31, 2023 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. PONO CAPITAL THREE, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 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 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 unaudited condensed financial statements 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 the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. |
Cash | Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and 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 were invested in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Such trading securities are presented on the unaudited condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest and dividend income on investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. The Company had $ 119,917,674 0 |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes PONO CAPITAL THREE, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s unaudited condensed financial statements 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 periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s unaudited condensed financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no |
Class A Ordinary Shares Subject To Possible Redemption | Class A Ordinary Shares Subject To Possible Redemption All of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Articles of Association. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including Class A 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. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $ 5,000,001 10.42 0 PONO CAPITAL THREE, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) As of June 30, 2023, the Class A ordinary shares reflected in the unaudited condensed balance sheet is reconciled in the following table: SCHEDULE OF REDEEMABLE CLASS A COMMON STOCK Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (3,392,500 ) Issuance costs allocated to Class A ordinary shares (5,404,093 ) Plus: Accretion of Class A ordinary shares subject to redemption to redemption amount 13,614,267 Class A ordinary shares subject to possible redemption $ 119,817,674 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering 5,610,317 1,265,000 3,450,000 895,317 5,404,094 206,223 |
Net Income Per Share | Net Income Per Share Net income per share is computed by dividing net income by the weighted average number ordinary shares outstanding for the period. Therefore, the income per share calculation allocates income shared pro rata between Class A and Class B ordinary shares. As a result, the calculated net income per share is the same for Class A and Class B ordinary shares. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and Placement Warrants (as defined in Note 4) since the exercise of the warrants are contingent upon the occurrence of future events. PONO CAPITAL THREE, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) The following table reflects the calculation of basic and diluted net income per share: SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE For the Three Months Ended For the Three Months Ended June 30, 2023 June 30, 2022 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net Income (loss) $ 794,806 $ 322,368 $ — $ (1,089 ) Denominator: Weighted Average Ordinary Shares 12,168,875 4,935,622 — 1,390,110 Basic and diluted net income per ordinary shares $ 0.07 $ 0.07 $ — $ — For the Six Months Ended For the Period From March 11, 2022 (inception) Through June 30, 2023 June 30, 2022 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net Income (loss) $ 1,049,870 $ 566,718 $ — $ (1,427 ) Denominator: Weighted Average Ordinary Shares 9,143,464 4,935,622 — 698,895 Basic and diluted net income per ordinary shares $ 0.11 $ 0.11 $ — $ — |
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 which, at times may exceed the Federal depository insurance coverage of $ 250,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging PONO CAPITAL THREE, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) |
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 ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent 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 additional paid-in capital 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 unaudited condensed statements of operations. The warrants are not precluded from equity classification, and are accounted for as such on the date of issuance, and will be on each condensed balance sheet date thereafter. As the warrants are equity classified, they are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the warrants continue to be classified as equity. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF REDEEMABLE CLASS A COMMON STOCK | As of June 30, 2023, the Class A ordinary shares reflected in the unaudited condensed balance sheet is reconciled in the following table: SCHEDULE OF REDEEMABLE CLASS A COMMON STOCK Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (3,392,500 ) Issuance costs allocated to Class A ordinary shares (5,404,093 ) Plus: Accretion of Class A ordinary shares subject to redemption to redemption amount 13,614,267 Class A ordinary shares subject to possible redemption $ 119,817,674 |
SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE | The following table reflects the calculation of basic and diluted net income per share: SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE For the Three Months Ended For the Three Months Ended June 30, 2023 June 30, 2022 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net Income (loss) $ 794,806 $ 322,368 $ — $ (1,089 ) Denominator: Weighted Average Ordinary Shares 12,168,875 4,935,622 — 1,390,110 Basic and diluted net income per ordinary shares $ 0.07 $ 0.07 $ — $ — For the Six Months Ended For the Period From March 11, 2022 (inception) Through June 30, 2023 June 30, 2022 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net Income (loss) $ 1,049,870 $ 566,718 $ — $ (1,427 ) Denominator: Weighted Average Ordinary Shares 9,143,464 4,935,622 — 698,895 Basic and diluted net income per ordinary shares $ 0.11 $ 0.11 $ — $ — |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of June 30, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING Amount at Fair Description Value Level 1 Level 2 Level 3 June 30, 2023 Assets Marketable Securities held in Trust Account: U.S. Treasury Securities $ 119,917,674 $ 119,917,674 $ — $ — |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details Narrative) - USD ($) | 4 Months Ended | 6 Months Ended | ||
Feb. 14, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Date of incorporation | Mar. 11, 2022 | |||
Proceeds from private placement | $ 5,653,750 | |||
Transaction cost | $ 412 | |||
Shares issued price per share | $ 1.28 | |||
Cash | $ 283,101 | $ 88,277 | ||
working capital surplus | 341,347 | |||
Working capital deficit | 352,489 | |||
Working capital loans | $ 1,500,000 | |||
Post-combination Business [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Percentage of voting interests acquired | 50% | |||
Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Percentage of fair market value of business acquisition | 80% | |||
Business combination, net tangible assets | $ 5,000,001 | $ 5,000,001 | ||
Public Warrant [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Exercise price per share | $ 0.01 | |||
Common Class A [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Proceeds from initial public offering | $ 115,000,000 | |||
Exercise price per share | $ 18 | |||
Shares issued price per share | $ 9.20 | |||
Business combination description | In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at a Newly Issued Price of less than $9.20 per Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (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 market value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price | |||
Common Class A [Member] | Public Warrant [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Exercise price per share | $ 11.50 | $ 11.50 | $ 11.50 | |
IPO [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Number of shares of stock issued | 11,500,000 | |||
Sale of stock number of shares issued | 11,500,000 | |||
Sale of stock price per share | $ 10.25 | $ 10 | ||
Sale of stock shares issued | $ 117,875,000 | |||
Transaction cost | 5,610,317 | $ 5,610,317 | ||
Payments for underwriting expense | 1,265,000 | 1,265,000 | ||
Deferred underwriting fees | 3,450,000 | 3,450,000 | ||
Other offering costs | 895,317 | $ 895,317 | ||
Shares issued price per share | $ 10.25 | |||
Business combination description | The Company will have until 12 months (or up to 18 months from the closing of the Initial Public Offering at the election of the Company pursuant to six one month extensions subject to satisfaction of certain conditions, including the deposit of up to $379,500 ($0.033 per unit) for each one month extension, into the Trust Account, or as extended by the Company’s shareholder in accordance with the Amended and Restated Memorandum and Articles of Association) from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding 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 (net of taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholder (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law | |||
Deposits | $ 379,500 | |||
IPO [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Taxes payable and less interest to pay dissolution expenses | $ 100,000 | |||
IPO [Member] | Common Class A [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Number of shares of stock issued | 103,500 | |||
Over-Allotment Option [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Proceeds from initial public offering | $ 115,000,000 | |||
Sale of stock number of shares issued | 54,000 | |||
Over-Allotment Option [Member] | Common Class A [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Number of shares of stock issued | 1,500,000 | |||
Sale of stock number of shares issued | 1,500,000 | |||
Private Placement [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Sale of stock number of shares issued | 565,375 | 54,000 | ||
Sale of stock price per share | $ 10 | |||
Proceeds from private placement | $ 5,653,750 |
SCHEDULE OF REDEEMABLE CLASS A
SCHEDULE OF REDEEMABLE CLASS A COMMON STOCK (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Class A ordinary shares subject to possible redemption | $ 119,817,674 |
Common Class A [Member] | |
Gross proceeds | 115,000,000 |
Proceeds allocated to Public Warrants | (3,392,500) |
Issuance costs allocated to Class A ordinary shares | (5,404,093) |
Accretion of Class A ordinary shares subject to redemption to redemption amount | 13,614,267 |
Class A ordinary shares subject to possible redemption | $ 119,817,674 |
SCHEDULE OF BASIC AND DILUTED N
SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2023 | |
Net Income | $ (338) | $ 1,117,174 | $ 499,414 | $ (1,089) | $ (1,427) | $ 1,616,588 |
Basic net income per share, ordinary shares | ||||||
Diluted net income per share, ordinary shares | ||||||
Common Class A [Member] | ||||||
Net Income | $ 794,806 | $ 1,049,870 | ||||
Weighted Average Number of Shares Outstanding, Basic | 12,168,875 | 9,143,464 | ||||
Weighted Average Number of Shares Outstanding, Diluted | 12,168,875 | 9,143,464 | ||||
Basic net income per share, ordinary shares | $ 0.07 | $ 0.11 | ||||
Diluted net income per share, ordinary shares | $ 0.07 | $ 0.11 | ||||
Common Class B [Member] | ||||||
Net Income | $ 322,368 | $ (1,089) | $ (1,427) | $ 566,718 | ||
Weighted Average Number of Shares Outstanding, Basic | 4,935,622 | 1,390,110 | 698,895 | 4,935,622 | ||
Weighted Average Number of Shares Outstanding, Diluted | 4,935,622 | 1,390,110 | 698,895 | 4,935,622 | ||
Basic net income per share, ordinary shares | $ 0.07 | $ 0.11 | ||||
Diluted net income per share, ordinary shares | $ 0.07 | $ 0.11 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 4 Months Ended | 6 Months Ended | |||
Feb. 14, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Investments held in trust account | $ 119,917,674 | ||||
Unrecognized tax benefits | 0 | ||||
Accrued for interest and penalties | $ 0 | ||||
Redemption price per share | $ 10.42 | $ 10.42 | |||
Transaction cost | $ 412 | ||||
Temporary equity | 119,817,674 | ||||
Cash, FDIC insured amount | 250,000 | ||||
IPO [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Transaction cost | $ 5,610,317 | 5,610,317 | |||
Cash underwriting fees | 1,265,000 | 1,265,000 | |||
Deferred underwriting fees | 3,450,000 | 3,450,000 | |||
Other offering costs | $ 895,317 | 895,317 | |||
Offering cost | 5,404,094 | ||||
Temporary equity | $ 206,223 | ||||
Common Class A [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Redemption price per share | $ 10.42 | $ 0 | |||
Redemption of shares | 11,500,000 | 11,500,000 | 0 | ||
Temporary equity | $ 119,817,674 | ||||
Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Business combination tangible assets net | $ 5,000,001 | $ 5,000,001 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | 6 Months Ended | ||
Feb. 14, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Public Warrant [Member] | |||
Exercise price per share | $ 0.01 | ||
Common Class A [Member] | |||
Proceeds from initial public offering | $ 115,000,000 | ||
Exercise price per share | $ 18 | ||
Common Class A [Member] | Public Warrant [Member] | |||
Exercise price per share | $ 11.50 | $ 11.50 | $ 11.50 |
IPO [Member] | |||
Sale of stock, number of shares issued in transaction | 11,500,000 | ||
Over-Allotment Option [Member] | |||
Sale of stock, number of shares issued in transaction | 54,000 | ||
Proceeds from initial public offering | $ 115,000,000 | ||
Over-Allotment Option [Member] | Common Class A [Member] | |||
Sale of stock, number of shares issued in transaction | 1,500,000 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - USD ($) | 4 Months Ended | 6 Months Ended | |
Feb. 14, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from private placement | $ 5,653,750 | ||
Private Placement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock, number of shares issued in transaction | 565,375 | 54,000 | |
Sale of stock price per share | $ 10 | ||
Proceeds from private placement | $ 5,653,750 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock, number of shares issued in transaction | 54,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Feb. 15, 2023 | Feb. 14, 2023 | Dec. 31, 2022 | Dec. 22, 2022 | May 17, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Apr. 25, 2022 | |
Related Party Transaction [Line Items] | |||||||||||
Cash | $ 88,277 | $ 283,101 | $ 283,101 | $ 88,277 | |||||||
Repayment of promissory note - related party | 300,000 | ||||||||||
Incurred expenses | $ 28,111 | ||||||||||
Affiliate Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Business acquisition, share price | $ 10 | $ 10 | |||||||||
Mehana Capital L L C [Member] | Administrative Support Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Incurred expenses | $ 0 | $ 45,000 | |||||||||
Related Party [Member] | Mehana Capital L L C [Member] | Administrative Support Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Service cost payable | $ 10,000 | 10,000 | |||||||||
Incurred expenses | 30,000 | $ 0 | 5,000 | $ 0 | |||||||
Maximum [Member] | Affiliate Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Issuable, value assigned | $ 1,500,000 | $ 1,500,000 | |||||||||
IPO [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares of stock issued | 11,500,000 | ||||||||||
Sale of stock price per share | $ 10.25 | $ 10 | $ 10 | ||||||||
IPO [Member] | Promissory Note [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Loan amount | $ 300,000 | ||||||||||
Repayment of promissory note - related party | $ 300,000 | $ 300,000 | |||||||||
IPO [Member] | Promissory Note [Member] | Related Party [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Promissory note - related party | $ 300,000 | ||||||||||
Common Class B [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Cash | $ 25,000 | ||||||||||
Number of shares of stock issued | 2,875,000 | ||||||||||
Additional founder shares | 2,060,622 | ||||||||||
Sponsor for subscription remains outstanding | $ 206 | ||||||||||
Percentage of issued and outstanding shares | 30% | 30% | |||||||||
Sale of stock price per share | $ 12 | ||||||||||
Common Class B [Member] | Over-Allotment Option [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Additional founder shares | 643,777 | ||||||||||
Common Class B [Member] | Over-Allotment Option [Member] | Maximum [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Sharebased payment award options forfeitures | 643,777 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Feb. 14, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Number of share options exercised value | $ 25,000 | |||
Shares price per share | $ 1.28 | |||
Representative shares value | $ 132,480 | $ 132,480 | ||
Representative shares issued | 103,500 | |||
Permanent shareholders equity | $ 132,480 | |||
Common Class A [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Proceeds from initial public offering | $ 115,000,000 | |||
Shares price per share | $ 9.20 | |||
Underwriters [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Share price | 0.30 | |||
IPO [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Sale of stock price per share | $ 10.25 | $ 10 | ||
Deferred underwriting fees | $ 3,450,000 | $ 3,450,000 | ||
Number of shares of stock issued | 11,500,000 | |||
Shares price per share | $ 10.25 | |||
IPO [Member] | Common Class A [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Number of shares of stock issued | 103,500 | |||
IPO [Member] | Underwriters [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Sale of stock price per share | $ 10 | |||
Number of share options exercised value | $ 15,000,000 | |||
Share price | $ 0.11 | |||
Proceeds from initial public offering | $ 1,265,000 | |||
Deferred underwriting fees | $ 3,450,000 | |||
Underwriting Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Number of share options exercised | 1,500,000 |
SHAREHOLDERS_ EQUITY (DEFICIT)
SHAREHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | 6 Months Ended | |||||
Dec. 22, 2022 | May 17, 2022 | Jun. 30, 2023 | Dec. 31, 2023 | Feb. 14, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preference stock, shares outstanding | 0 | 0 | ||||
Issuance of representative shares, shares | 103,500 | |||||
Newly issued price per shares | $ 1.28 | |||||
Public Warrant [Member] | ||||||
Class of Stock [Line Items] | ||||||
Public warrants | $ 0 | |||||
Exercise price per share | $ 0.01 | |||||
Common Class A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Issuance of placement units, shares | 565,375 | |||||
Issuance of representative shares, shares | 103,500 | |||||
IPO [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants issued | 12,065,375 | |||||
Business combination description | The Company will have until 12 months (or up to 18 months from the closing of the Initial Public Offering at the election of the Company pursuant to six one month extensions subject to satisfaction of certain conditions, including the deposit of up to $379,500 ($0.033 per unit) for each one month extension, into the Trust Account, or as extended by the Company’s shareholder in accordance with the Amended and Restated Memorandum and Articles of Association) from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding 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 (net of taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholder (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law | |||||
Newly issued price per shares | $ 10.25 | |||||
IPO [Member] | Public Warrant [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants issued | 11,500,000 | |||||
IPO [Member] | Placement Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants issued | 565,375 | |||||
IPO [Member] | Public Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants issued | 11,500,000 | |||||
Common Class A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Commo stock, shares authorized | 100,000,000 | 100,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock voting rights | Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. | |||||
Common stock, redumption shares | 12,168,875 | |||||
Redemption of shares | 11,500,000 | 11,500,000 | 0 | |||
Temporary to permanent equity shares | 668,875 | |||||
Common stock, shares issued | 668,875 | 0 | ||||
Common stock, share outstanding | 668,875 | 0 | ||||
Exercise price per share | $ 18 | |||||
Business combination description | In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at a Newly Issued Price of less than $9.20 per Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (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 market value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price | |||||
Newly issued price per shares | $ 9.20 | |||||
Common Class A [Member] | Public Warrant [Member] | ||||||
Class of Stock [Line Items] | ||||||
Exercise price per share | $ 11.50 | $ 11.50 | $ 11.50 | |||
Common Class B [Member] | ||||||
Class of Stock [Line Items] | ||||||
Commo stock, shares authorized | 10,000,000 | 10,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | 4,935,622 | 4,935,622 | ||||
Common stock, share outstanding | 4,935,622 | 4,935,622 | ||||
Additional founder shares | 2,060,622 | |||||
Percentage of issued and outstanding shares | 30% | 30% | ||||
Common Class B [Member] | Over-Allotment Option [Member] | ||||||
Class of Stock [Line Items] | ||||||
Additional founder shares | 643,777 |
SCHEDULE OF FINANCIAL ASSETS ME
SCHEDULE OF FINANCIAL ASSETS MEASURED AT FAIR VALUE ON A RECURRING (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Investments held in Trust Account | $ 119,917,674 | |
US Treasury Securities [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Investments held in Trust Account | 119,917,674 | |
US Treasury Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Investments held in Trust Account | 119,917,674 | |
US Treasury Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Investments held in Trust Account | ||
US Treasury Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Investments held in Trust Account |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Narrative) | Dec. 31, 2022 USD ($) |
Fair Value Disclosures [Abstract] | |
Financial assets | $ 0 |