Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Jun. 30, 2022 | |
Document and Entity Information | ||
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39382 | |
Entity Registrant Name | HPX Corp. | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1550444 | |
Entity Address, Address Line One | 1000 N. West Street, Suite 1200 | |
Entity Address, City or Town | Wilmington | |
Entity Address State Or Province | DE | |
Entity Address, Postal Zip Code | 19801 | |
City Area Code | 302 | |
Local Phone Number | 295-4929 | |
Title of 12(b) Security | None | |
No Trading Symbol Flag | true | |
Security Exchange Name | NONE | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001809353 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false | |
Document Annual Report | true | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Public Float | $ 252,494,000 | |
ICFR Auditor Attestation Flag | false | |
Auditor Name | Marcum LLP | |
Auditor Firm ID | 688 | |
Auditor Location | New York, NY | |
Class A Ordinary Shares | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 2,176,544 | |
Class B Ordinary Shares | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 6,325,000 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 199,388 | $ 549,792 |
Prepaid expenses | 87,500 | 99,402 |
Total Current Assets | 286,888 | 649,194 |
Cash held in Trust Account | 21,905,597 | |
Marketable securities held in Trust Account | 253,037,516 | |
TOTAL ASSETS | 22,192,485 | 253,686,710 |
Current liabilities | ||
Accounts payable and accrued expenses | 678,800 | 555,895 |
Accrued offering costs | 159,880 | 159,880 |
Promissory note - related party | 905,000 | |
Total Current Liabilities | 1,743,680 | 715,775 |
Deferred legal fees | 5,243,712 | |
Warrant liabilities | 8,278,200 | 10,556,676 |
PIPE derivative liability | 3,259,630 | |
Deferred underwriting fee payable | 0 | 8,855,000 |
Total Liabilities | 18,525,222 | 20,127,451 |
Commitments and Contingencies | ||
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 5,009,685 | |
Accumulated deficit | (23,248,650) | (19,478,888) |
Total Shareholders' Deficit | (18,238,334) | (19,478,257) |
TOTAL LIABILITIES, SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS' DEFICIT | 22,192,485 | 253,686,710 |
Class A Ordinary Shares | ||
Shareholders' Deficit | ||
Ordinary shares | 0 | 0 |
Class A ordinary shares subject to possible redemption | ||
Current liabilities | ||
Class A ordinary shares subject to possible redemption; 2,176,544 and 25,300,000 shares at redemption value of $10.06 and $10.00 per share as of December 31, 2022 and 2021, respectively | 21,905,597 | 253,037,516 |
Class B Ordinary Shares | ||
Shareholders' Deficit | ||
Ordinary shares | $ 631 | $ 631 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 5,000,000 | 5,000,000 |
Preference shares, shares issued | 0 | 0 |
Preference shares, shares outstanding | 0 | 0 |
Class A Ordinary Shares | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Class A ordinary shares subject to possible redemption | ||
Class A ordinary shares subject to possible redemption, shares outstanding | 2,176,544 | 25,300,000 |
Class A ordinary shares subject to possible redemption, price per share | $ 10.06 | $ 10 |
Class A ordinary shares not subject to redemption | ||
Ordinary shares, shares issued | 0 | 0 |
Ordinary shares, shares outstanding | 0 | 0 |
Class B Ordinary Shares | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued | 6,305,000 | 6,305,000 |
Ordinary shares, shares outstanding | 6,305,000 | 6,305,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating and formation costs | $ 6,633,923 | $ 1,163,690 |
Loss from operations | (6,633,923) | (1,163,690) |
Other income (expense): | ||
Change in fair value of warrant liabilities | 2,278,476 | 10,533,024 |
Change in fair value of PIPE derivative liabilities | (61,363) | |
Interest income from operating bank account | 89 | |
Interest earned on cash and marketable securities held in Trust Account | 694,357 | 25,305 |
Other income | 296,643 | |
Total other income, net | 3,208,113 | 10,558,418 |
Net (loss) income | (3,425,810) | 9,394,728 |
Class A Ordinary Shares | ||
Other income (expense): | ||
Net (loss) income | $ (2,442,013) | $ 7,520,525 |
Basic weighted average shares outstanding | 15,650,470 | 25,300,000 |
Diluted weighted average shares outstanding | 15,650,470 | 25,300,000 |
Basic net (loss) income per ordinary share | $ (0.16) | $ 0.30 |
Diluted net (loss) income per ordinary share | $ (0.16) | $ 0.30 |
Class B Ordinary Shares | ||
Other income (expense): | ||
Net (loss) income | $ (983,797) | $ 1,874,203 |
Basic weighted average shares outstanding | 6,305,000 | 6,305,055 |
Diluted weighted average shares outstanding | 6,305,000 | 6,305,055 |
Basic net (loss) income per ordinary share | $ (0.16) | $ 0.30 |
Diluted net (loss) income per ordinary share | $ (0.16) | $ 0.30 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS DEFICIT - USD ($) | Common Stock Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Class A Ordinary Shares | Class B Ordinary Shares | Total |
Beginning Balance at Dec. 31, 2020 | $ 633 | $ (28,848,313) | $ (28,847,680) | |||
Beginning Balance (in shares) at Dec. 31, 2020 | 6,325,000 | |||||
STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT | ||||||
Remeasurement of Class A ordinary shares to redemption amount | (25,305) | (25,305) | ||||
Cancellation of Class B ordinary shares | $ 2 | (2) | ||||
Cancellation of Class B ordinary shares (in shares) | (20,000) | |||||
Net income (loss) | 9,394,728 | $ 7,520,525 | $ 1,874,203 | 9,394,728 | ||
Ending Balance at Dec. 31, 2021 | $ 631 | (19,478,888) | (19,478,257) | |||
Ending Balance (in shares) at Dec. 31, 2021 | 6,305,000 | 6,305,000 | ||||
STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT | ||||||
Remeasurement of Class A ordinary shares to redemption amount | $ (350,405) | (343,952) | (694,357) | |||
Waived deferred underwriting fee payable | 8,558,357 | 8,558,357 | ||||
Net income (loss) | (3,425,810) | $ (2,442,013) | $ (983,797) | (3,425,810) | ||
Ending Balance at Dec. 31, 2022 | $ 631 | 5,009,685 | $ (23,248,650) | (18,238,334) | ||
Ending Balance (in shares) at Dec. 31, 2022 | 6,305,000 | 6,305,000 | ||||
STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT | ||||||
Initial measurement of PIPE derivative liability | $ (3,198,267) | $ (3,198,267) |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (3,425,810) | $ 9,394,728 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Change in fair value of warrant liabilities | (2,278,476) | (10,533,024) |
Change in fair value of PIPE derivative liability | 61,363 | |
Interest income on cash and marketable securities held in Trust Account | (694,357) | (25,305) |
Other income | (296,643) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 11,902 | 159,745 |
Accounts payable and accrued expenses | 122,905 | 421,598 |
Deferred legal fees | 5,243,712 | |
Net cash used in operating activities | (1,255,404) | (582,258) |
Cash Flows from Investing Activities | ||
Cash withdrawn from Trust Account in connection with redemption | 231,826,276 | |
Net cash provided by investing activities | 231,826,276 | |
Cash Flows from Financing Activities: | ||
Proceeds from promissory note - related party | 905,000 | |
Redemption of Class A ordinary shares | (231,826,276) | |
Net cash used in financing activities | (230,921,276) | |
Net Change in Cash | (350,404) | (582,258) |
Cash - Beginning | 549,792 | 1,132,050 |
Cash - Ending | 199,388 | 549,792 |
Non-Cash Investing and Financing Activities: | ||
Remeasurement of Class A ordinary shares to redemption amount | 694,357 | 25,305 |
Waived deferred underwriting fee payable | (8,558,357) | |
Initial measurement of PIPE derivative liability | $ 3,198,267 | |
Cancellation of Class B ordinary shares | $ (2) |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS HPX Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on March 20, 2020. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (a “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus on businesses in Brazil. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity through December 31, 2022 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and after the Initial Public Offering, the search for a target company for a Business Combination, the signing of the Business Combination Agreement (as described below) and in connection with the preparation of the consummation of the Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of earnings from the cash and marketable securities held in the Trust Account (as defined below) and gain (loss) from changes in the fair values of warrant liabilities and PIPE derivative liability. Recent Developments Business Combination As previously reported in our current report on Form 8-K filed with the SEC on July 7, 2022, on July 5, 2022, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), Ambipar Merger Sub, an exempted company incorporated with limited liability in the Cayman Islands (“Merger Sub”), Emergência Participações S.A., a corporation (sociedade anônima) organized under the laws of Brazil (“Emergencia”), Ambipar Participações e Empreendimentos S.A., a corporation (sociedade anônima) organized under the laws of Brazil (“Ambipar”), and the Company (the “Proposed Business Combination”). Emergencia is a leading environmental and industrial service provider with a diversified client base in logistics, chemical, oil and gas, mining and industrial sectors in Brazil and globally. The Company’s board of directors (i) unanimously approved the Business Combination Agreement, the Mergers and the Transaction Agreements (as defined in the Business Combination Agreement) and (ii) unanimously determined to recommend that the shareholders of the Company vote to approve the SPAC Shareholder Matters (as defined in the Business Combination Agreement) and such other actions as contemplated by the Business Combination Agreement. On September 14, 2022, Emergencia signed an agreement related to the acquisition of 100% of the shares of Witt O’Brien’s, a global leader in the crisis and emergency management industry for blue-chip corporate clients and emergency and resilience programs for the public sector, which acquisition closed on October 24, 2022. On March 3, 2023 (the “Closing Date”), the previously announced Business Combination was consummated by and among AMBI, the Company, Ambipar Merger Sub, Emergência Participações S.A., and Ambipar Participações e Empreendimentos S.A. On the Closing Date, (i) HPX merged with and into AMBI, with AMBI as the surviving entity (the “First Merger”) and (ii) immediately after the First Merger, Merger Sub merged with and into AMBI, with AMBI as the surviving entity. Combination Period Extensions As previously reported in the Company’s current report on Form 8-K filed with the SEC on July 14, 2022, on July 14, 2022, in connection with its Extraordinary General Meeting held on July 14, 2022 (the “Extraordinary General Meeting”), the Company’s shareholders approved: (1) a special resolution to amend the Amended and Restated Memorandum and Articles of Association of the Company (the “Extension Amendment”) to extend the date by which the Company must (a) consummate a Business Combination, (b) cease its operations except for the purpose of winding up if it fails to complete such Business Combination, and (c) redeem all of the Company’s Class A ordinary shares included as part of the units sold in the Company’s Initial Public Offering from July 20, 2022 to November 20, 2022; and (2) the proposal to extend the date on which Continental Stock Transfer & Trust Company (the “Trustee”) must liquidate the Trust Account established in connection with the Company’s Initial Public Offering if the Company has not completed its initial Business Combination from July 20, 2022 to November 20, 2022 (the “Trust Amendment” and, together with the Extension Amendment, the “Initial Extension”). On November 3, 2022, in connection with the Extraordinary General Meeting, the Company’s shareholders approved an additional extension of the Combination Period (as defined below) from November 20, 2022 to March 31, 2023 (the “Additional Extension”). Shareholder Non-Redemption Agreements Concurrently with the execution and delivery of the Business Combination Agreement, certain shareholders of the Company, owning, in the aggregate, 600,000 Class A ordinary shares (each, a “Non-Redeeming Shareholder”), have entered into non-redemption agreements (each, a “Non-Redemption Agreement”) with the Company and New PubCo, under which, among other things, such Non-Redeeming Shareholders have agreed, in consideration of (i) an aggregate of 26,400 additional New PubCo Class A Ordinary Shares and (ii) 150,000 New PubCo Warrants (as defined below), in each case to be issued by New PubCo to such Non-Redeeming Shareholders on or promptly following the Closing, to vote in favor of transactions contemplated in the Business Combination Agreement for which the approval of such shareholders is required and agreed not to redeem or exercise any right to redeem any Class A ordinary shares of the Company that such shareholders hold of record or beneficially. Concurrently with the execution of the Non-Redemption Agreements, Trend HPX SPAC FIA IE, represented by its investment manager XP Allocation Asset Management Ltda. (“XP”), owning 1,297,400 Class A ordinary shares of the Company, has entered into a certain non-redemption agreement with the Company and New PubCo (the “XP Non-Redemption Agreement”), pursuant to which, among other things, XP will be entitled to (i) an aggregate of 57,086 additional New PubCo Class A Ordinary Shares and (ii) 324,350 New PubCo Warrants, in each case to be issued by New PubCo to XP on or promptly following the Closing, in the event XP does not redeem the SPAC Shares of which it is the record and beneficial owner in connection with any Extension sought on or prior to July 15, 2022. The Company and the Sponsor are named third-party beneficiaries under the Shareholder Non-Redemption Agreements. In the event that the Business Combination Agreement is not consummated, and the Company does not complete a business combination before March 31, 2023, the Non-Redemption Agreement will no longer apply. On December 8, 2022, HPX, New PubCo and Cygnus Fund Icon, one of the Non-Redeeming Shareholders, entered into an amended and restated Non-Redemption Agreement (the “Cygnus Non-Redemption Agreement”) as well as a Subscription Agreement (the “Cygnus Subscription Agreement”) on terms and conditions substantially consistent with those included in the Non-Redemption Agreements and the Subscription Agreements dated July 5, 2022; provided, however, that pursuant to the Cygnus Non-Redemption Agreement and the Cygnus Subscription Agreement, Cygnus Fund Icon has been granted the option (the “Cygnus Option”), exercisable by Cygnus Fund Icon via written notice to be delivered to HPX and New PubCo no later than 10 calendar days prior to the HPX extraordinary general meeting of shareholders, either (i) to comply with the terms and conditions contained in the Cygnus Non-Redemption Agreement (including, among other things, to vote its 300,000 HPX Class A Ordinary Shares in favor of the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and not to redeem or exercise any right to redeem its 300,000 HPX Class A Ordinary Shares), or (ii) not to be bound by the Cygnus Non-Redemption Agreement and instead to subscribe for 300,000 New PubCo Class A Ordinary Shares to be issued by New PubCo pursuant to the Cygnus Subscription Agreement for aggregate gross proceeds of $3,000,000. The parties agreed to amend and restate such Non-Redemption Agreement as well as to enter into the Cygnus Subscription Agreement at the request of Cygnus Fund Icon in order to provide Cygnus Fund Icon with the option to make its investment in New PubCo either through the non-redemption of its HPX Class A Ordinary Shares or through a subscription of New PubCo Class A Ordinary Shares on terms and conditions substantially consistent with the other PIPE Investors. On February 10, 2023, Cygnus sent a termination and subscription notice to HPX and the Company (the “Cygnus Notice”) whereby it elected option (ii) above. Downside Protection Agreement Concurrently with the execution and delivery of the Business Combination Agreement, certain PIPE investors (“PIPE Investors”) entered into a share subscription agreement (“Subscription Agreement”) with the Company and New PubCo, pursuant to which the PIPE Investors have committed to subscribe New PubCo Class A ordinary shares at the closing of the Business Combination. In addition, the Sponsor signed a Downside Protection Agreement (“DPA”) with the PIPE Investors and the Non-Redeeming Shareholders, pursuant to which these investors are provided with certain downside protection rights subsequent to the closing date of the Business Combination Agreement. Subject to the terms and conditions of the DPA, including the investment return on a 30-month period, the investors may receive, on a pro-rata basis, an aggregate of up to 1,050,000 New PubCo Class A ordinary shares directly from the Sponsor (see Note 2 and Note 9). Redemptions of Class A Ordinary Shares On July 14, 2022, in connection with the vote to approve the Combination Period Extension, the holders of 19,472,483 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.018 per share, for an aggregate redemption amount of $195,081,445, which included $356,615 of Trust Account earnings, leaving $58,381,894 in the Trust Account. On November 3, 2022, in connection with the vote to approve the Additional Extension, the holders of 3,650,973 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.064 per share, for an aggregate redemption amount of $36,744,813, which included $235,101 of Trust Account earnings. As of December 31, 2022, the Company had 2,176,544 of Class A ordinary shares subject to possible redemption, with a redemption value of $21,905,597. Transfer of Listing to the NYSE American LLC On October 24, 2022, the Company issued a press release and filed a current report on Form 8-K announcing the voluntary transfer of its securities from NYSE to NYSE American LLC. On October 27, 2022, the transfer of the securities became effective. Additional Loan Under the Terms of the Working Capital Note On November 30, 2022, under the terms of the Working Capital Note as described in Note 5, the Sponsor loaned to the Company an additional aggregate of $205,000 for working capital purposes, bringing the total aggregate principal amount loaned under the terms of the Working Capital Note to $905,000. On January 17, 2023, under the terms of an additional promissory note entered into between the Company and the Sponsor on the same date, pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $410,000, the Sponsor loaned to the Company an additional $410,000 for working capital purposes, bringing the total commitment amount to $1,315,000. These loans are evidenced by two promissory notes which are non-interest bearing and payable upon the consummation by the Company of a business combination, without an option of the Sponsor to convert any amount outstanding thereunder upon completion of a business combination into warrants. In March 2023, a total of $121,650 was repaid on the working capital loans and a total of $1,168,548 was forgiven by the Sponsor. Company’s Initial Public Offering and Search for a Target The registration statement for the Company’s Initial Public Offering became effective on July 15, 2020. On July 20, 2020, the Company consummated the Initial Public Offering of 25,300,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of the over-allotment option to purchase an additional 3,300,000 Units, at $10.00 per Unit, generating gross proceeds of $253,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,060,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to HPX Capital Partners LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $7,060,000, which is described in Note 4. Transaction costs amounted to $14,528,328, consisting of $5,060,000 of underwriting fees, $8,855,000 of deferred underwriting fees and $613,328 of other offering costs, $497,297 of which were allocated to the warrants and charged to expense during the year ended December 31, 2020. Following the closing of the Initial Public Offering on July 20, 2020, an amount of $253,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a Trust Account (the “Trust Account”) located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. 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 Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The New York Stock Exchange rules require that a Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination, including the Proposed Business Combination. The Company will provide the holders of the 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 a Business Combination or (ii) by means of a tender offer, or upon a request to extend the Combination Period, as described below. 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 shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share) as of two The Company will proceed with a Business Combination only if the Company has net tangible assets, after payment of the deferred underwriting commission, of at least $5,000,001 upon such completion of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. 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, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the 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. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor and any other holders of the Company’s Class B ordinary shares prior to the Initial Public Offering (the “initial shareholders”) have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination and to waive their redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. Additionally, subject to the immediately succeeding paragraph, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination (and not seek to sell its shares to the Company in any tender offer the Company undertakes in connection with its initial Business Combination) and (b) not to propose an amendment to the Amended and Restated Memorandum of Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. Concurrently with the execution and delivery of the Business Combination Agreement, certain shareholders of the Company, owning, in the aggregate, 600,000 Class A ordinary shares (each, a “Non-Redeeming Shareholder”), have entered into non-redemption agreements (each, a “Non-Redemption Agreement”) with the Company and New PubCo. The Company and the Sponsor are named third-party beneficiaries under the Shareholder Non-Redemption Agreements. In the event that the Business Combination Agreement is not consummated, and the Company does not complete a business combination before March 31, 2023, the Non-Redemption Agreement will no longer apply (as discussed in Shareholder Non-Redemption Agreements). The Company initially had until July 20, 2022 to consummate a Business Combination. However, pursuant to the Combination Period Extensions mentioned above, the Company now will have until March 31, 2023 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination, including the Proposed Business Combination, within the Combination Period, as may be extended from time to time by the Company as a result of a shareholder vote to amend its Amended and Restated Memorandum and Articles of Association (the “Extension Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (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 Company’s remaining Public Shareholders and its 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. There will be no redemption rights or liquidating distributions with respect to the Founder Shares or the Private Placement Warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period or any Extension Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period or any Extension Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period or any Extension Period. The underwriter has agreed to waive its rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period or any Extension Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent 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 amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result, various nations, including the United States, have imposed economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and the related sanctions on the world economy, and the specific impacts on the Company’s financial position, results of operations and its ability to identify and complete an initial business combination are not determinable as of the date of these financial statements. Management continues to evaluate the impact of the COVID-19 pandemic 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 statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Liquidity As of December 31, 2022, the Company had $199,388 in its operating bank accounts, $21,905,597 in cash held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares (see Note 1 for redemptions made in July and November 2022) in connection therewith and a working capital deficit of $1,456,792 (which includes a liability for the $905,000 borrowing as described below). As discussed in Note 5, on June 24, 2022, the Company entered into promissory notes with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $905,000 (the “Working Capital Note”). As of December 31, 2022 and 2021, there were $905,000 and $0 outstanding under the Working Capital Note. On January 17, 2023, the Company entered into an additional promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $410,000. On January 17, 2023, $410,000 was drawn down. On March 3, 2023, HPX entered into a Debt Forgiveness Agreement with the Sponsors, which includes forgiveness of $1,168,548 out of the $1,315,000 amount of the Working Capital Note that was outstanding on that date (See Note 5 and Note 10). The Sponsor also forgave $315,000 of administrative fees ($295,000 of which was accrued as of December 31, 2022, and an additional $10,000 was accrued On March 3, 2023, the previously announced Business Combination was consummated and the funds held in Trust were used to settle Business Combination and other expenses of the Company. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying 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 SEC. These Financial Statements are the historical Financial Statements of the entity formerly known as HPX Corp., prior to the Business Combination, which was consummated on March 3, 2023. These financial statements do not reflect the impact of the Business Combination, or any other agreements entered into in connection with the Business Combination, all of which are more fully described in Notes 1 and 10. 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company 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 financial statements in conformity with 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 statements and the reported amounts of income and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair values of the Private Placement Warrants as of December 31, 2022 and 2021 and the determination of PIPE derivative liability as of the initial measurement and December 31, 2022. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Reclassifications Since March 31, 2022, legal fees payable upon the successful consummation of a Business Combination were reclassified from a current to a non-current liability as Deferred Legal Fees. Such reclassifications have no effect on the Company’s net (loss) income as previously reported. As of December 31, 2022, there was $5,243,712 outstanding under Deferred Legal Fees. 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 did not have any cash equivalents as of December 31, 2022 and 2021. Cash or Marketable Securities Held in Trust Account On June 24, 2022, the Company instructed the trustee managing the Trust Account to hold all funds in the Trust Account in cash until the earlier of the consummation of an initial business combination and liquidation of the Company to mitigate any risk of being viewed as operating an unregistered investment company. On September 27, 2022, money market funds which invest in U.S. Treasury Securities held in Trust Account were sold and proceeds from the sale of these marketable securities including dividends earned were transferred to interest-earning checking account managed by the trustee. Until September 27, 2022, and as of December 31, 2022, all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities and an interest-earning checking account, respectively. Offering Costs The Company complies with the requirement of Accounting Standards Codification (“ASC”) 340-10-S99-1. Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering. Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 3) and Private Placement Warrants (together, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Warrants for periods where no observable traded price was available are valued using a binomial lattice simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. 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 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The PIPE derivative liability as a result of the Downside Protection Agreement signed by the Sponsor with PIPE Investors and the Non-Redeeming Shareholders meets the criteria for derivative liability classification. As such, the PIPE derivative liability is recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the PIPE derivative liability are recognized as a non-cash gain or loss in the statements of operations. The fair value of the PIPE derivative liability is discussed in Note 9. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, all Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. 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. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to initial redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Subsequent to the initial measurement upon the closing of the Initial Public Offering, the Company recognizes changes in the redemption value that result from earnings on cash and marketable securities held in Trust Account that have not been withdrawn to pay taxes. As of December 31, 2022, the holders of 23,123,456 Class A ordinary shares properly exercised their right to redeem their shares and the Company has not incurred any taxes or permitted expenses that could be withdrawn from the Trust Account. At December 31, 2022 and 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Shares Value Gross proceeds 25,300,000 $ 253,000,000 Less: Proceeds allocated to Public Warrants — (8,475,500) Class A ordinary shares issuance costs — (14,031,031) Plus: Initial remeasurement of carrying value to redemption value — 22,506,531 Subsequent remeasurement of carrying value to redemption value — 37,516 Total remeasurement of carrying value to redemption value — 22,544,047 Class A ordinary shares subject to redemption, December 31, 2021 25,300,000 253,037,516 Less: Redemption of Class A ordinary shares on July 14, 2022 (19,472,483) (195,081,445) Redemption of Class A ordinary shares on November 3, 2022 (3,650,973) (36,744,831) Plus: Remeasurement of carrying value to redemption value — 694,357 Class A ordinary shares subject to possible redemption, December 31, 2022 2,176,544 $ 21,905,597 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 statements 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 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Net (Loss) Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding for the period. Remeasurement associated with the redeemable Class A ordinary shares is excluded from (loss) income per ordinary share as the redemption value approximates fair value. The calculation of diluted (loss) income per ordinary share does not consider the effect of the Warrants issued in connection with the (i) Initial Public Offering, (ii) the private placement, (iii) Non-Redemption Agreement, and (iv) Downside Protection Shares since the issuance of ordinary shares under these arrangements are contingent upon the occurrence of future events. The Warrants are exercisable to purchase 19,710,000 Class A ordinary shares in the aggregate. As of December 31, 2022 and 2021, the Company did not have any other dilutive securities or 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 net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except share amounts): For the Years Ended December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net (loss) income per ordinary share Numerator: Allocation of net (loss) income, $ (2,442,013) $ (983,797) $ 7,520,525 $ 1,874,203 Denominator: Basic and diluted weighted average shares outstanding 15,650,470 6,305,000 25,300,000 6,305,055 Basic and diluted net (loss) income per ordinary share $ (0.16) $ (0.16) $ 0.30 $ 0.30 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. 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,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the Warrants (see Note 9). Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2022 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on July 20, 2020, the Company sold 25,300,000 Units, which includes the full exercise by the underwriter of its option to purchase an additional 3,300,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2022 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,060,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant from the Company in a private placement, for an aggregate purchase price of $7,060,000. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). Proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period or any Extension Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On April 8, 2020, the Sponsor purchased 5,750,000 of the Company’s Class B ordinary shares (the “Founder Shares”) for an aggregate consideration of $25,000. On June 25, 2020, the Sponsor transferred 20,000 Founder Shares to each of its independent director nominees at their original per-share purchase price. On July 15, 2020, the Company effected a share capitalization resulting in the initial shareholders holding an aggregate of 6,325,000 Founder Shares. However, on December 3, 2020, Fabio Mourão resigned as a director of our board of directors and forfeited 20,000 Founder Shares to the Company for no consideration and, as a result, since then the initial shareholders hold an aggregate of 6,305,000 Founder Shares.All share and per-share amounts have been restated to reflect the share capitalization. The Founder Shares included an aggregate of up to 825,000 shares subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment option was exercised, so that the Founder Shares would equal 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriter’s election to fully exercise its over-allotment option on July 16, 2020, no Founder Shares are currently subject to forfeiture. On July 23, 2021, a former director and a newly appointed director entered into a Securities Assignment Agreement (the “Securities Assignment Agreement”). The terms of the Securities Assignment Agreement specified that the former director transfer the 20,000 Founder Shares granted to him on June 25, 2020 to the newly appointed director, which the Company has treated as the cancellation of an existing award and the issuance of a new award. The transfer of the Founders Shares to the Company’s directors and director nominees is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founder Shares were effectively transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance (i.e., upon consummation of a Business Combination). Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified). The Sponsor (including the directors) has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. In the event that the Business Combination Agreement is not consummated, and the Company does not complete a business combination before March 31, 2023, the Non-Redemption Agreement will no longer apply (as discussed in Shareholder Non-Redemption Agreements of Note 1). Administrative Services Agreement The Company entered into an agreement whereby, commencing on July 16, 2020, the Company will pay the Sponsor up to $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the years ended December 31, 2022 and 2021, the Company incurred $120,000 in fees for these services. As of December 31, 2022 and 2021, there was $295,000 and $175,000, respectively, of such fees included within accrued expenses in the accompanying balance sheets (See Note 10). Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. On June 24, 2022, the Company entered into promissory notes with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $905,000 (the “Working Capital Note”). The Working Capital Note is non-interest bearing and payable on the earlier of the date on which the Company consummates a Business Combination or the date that the winding up of the Company is effective. If the Company does not consummate a Business Combination, all amounts loaned to the Company in connection with these loans will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account; however, no proceeds from the Trust Account may be used for such repayment. The Working Capital Note is not convertible. On November 30, 2022, under the terms of the Working Capital Note, the Sponsor loaned to the Company an additional aggregate of $205,000 for working capital purposes. As of December 31, 2022 and 2021, there were $905,000 and $0 outstanding under the Working Capital Note. On January 17, 2023, the Company entered into an additional promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $410,000. On January 17, 2023, $410,000 was drawn down. As more fully described in Note 10, on March 3, 2023, HPX entered into a Debt Forgiveness Agreement with the Sponsors, which includes forgiveness of $1,168,548 out of the $1,315,000 amount of the Working Capital Note that was outstanding on that date. The Sponsor also forgave $315,00 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on July 15, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued on conversion of Working Capital Loans (and any Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A Ordinary Shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter is entitled to a deferred fee of $0.35 per Unit, or $8,855,000 in the aggregate. The deferred fee will become payable to the underwriter 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. Of such deferred fee amount, up to approximately $0.175 per Unit, or up to $4,427,500, may be paid to third parties who did not participate in the Initial Public Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating a Business Combination. The election to make such payments to third parties will be solely at the discretion of the Company’s management team, and such third parties will be selected by the Company’s management team in its sole and absolute discretion. On August 19, 2022, the Company and underwriter executed a waiver letter confirming the underwriter’s resignation and waiver of its entitlement to the payment of deferred fee under the terms of the underwriting agreement. As a result, the Company recognized $296,643 of other income and $8,558,357 was recorded to additional paid-in capital in relation to the waiver of the deferred underwriter fee in the accompanying financial statements. As of December 31, 2022 and 2021, the deferred underwriting fee payable is $0 and $8,855,000, respectively. Consulting Arrangements The Company has arrangements with a consultant to provide services to the Company relating to market and industry analyses, assistance with due diligence, and financial modeling and valuation of potential targets. The Company agreed to pay the service provider a fee of 6,600 BRL per month (approximately $1,200 per month). For the years ended December 31, 2022 and 2021, the Company incurred $17,782 and $16,332 of consulting fees, respectively. As of December 31, 2022 and 2021, there was $1,589 and $1,314 of such fees included within accrued expenses in the balance sheets, respectively. Restricted Stock Unit Award In July 2021, pursuant to a Director Restricted Stock Unit Award Agreement, dated July 23, 2021, between the Company and a director, the Company agreed to grant 20,000 restricted stock units (“RSUs”) to a director. The RSUs will vest upon the consummation of such Business Combination and represent 20,000 non-redeemable Class A ordinary shares of the Company that will settle on a date as soon as practicable following vesting but in no event more than 30 days after vesting. Issuance of the shares underlying the RSUs are also subject to the future approval of an equity incentive plan. The RSUs to be granted by the Company are in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The RSUs to be granted are subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the RSUs is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of December 31, 2022 and 2021, the Company did not have a shareholder approved equity plan and also determined that a Business Combination is not considered probable, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of RSUs times the grant date fair value per share (unless subsequently modified). Contingent Fee Arrangement On June 27, 2022, the Company entered into an agreement with a vendor to provide advisory services in connection with a potential Business Combination. The agreement calls for the Company to pay a fee of $2,000,000 upon the closing of a business combination. If the Business Combination is not consummated for any reason, no fee is payable under this agreement. The Company recognized this fee upon consummation of the business combination. |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2022 | |
SHAREHOLDERS' DEFICIT | |
SHAREHOLDERS' DEFICIT | NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares issued outstanding Class B Ordinary Shares 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 our shareholders except as otherwise required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the completion of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares) so that the number of Class A ordinary shares issuable upon conversion of all Class B Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the ordinary shares issued and outstanding upon completion of the Initial Public Offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (net of redemptions), excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination: provided that such conversion of Class B ordinary shares will never occur on a less than one-for-one basis , unless agreed to by the holders of these shares. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2022 | |
WARRANTS | |
WARRANTS | NOTE 8. WARRANTS As of December 31, 2022 and 2021, there were 12,650,000 Public Warrants outstanding, with each Public Warrant enabling the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use it commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a Public 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 its option, require holders of Public Warrants who exercise their Public 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, but will use its commercially reasonable efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder and ● if, and only if, the reported last sale price of the Class A ordinary shares for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and ● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period or any Extension Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. 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 a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. As of December 31, 2022 and 2021, there were 7,060,000 Private Placement Warrants outstanding with each Private Placement Warrant exercisable for one Class A ordinary share at a price of $11.50 per share. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Conversion of warrants as a result of the consummation of the Business Combination. At the time HPX was merged with and into New PubCo, each Public Warrant and Private Placement Warrant outstanding after the Recapitalization (as defined below) was converted into one warrant to purchase one New PubCo Class A ordinary share (a “New PubCo Warrant”) (see Note 1) at an exercise price of $11.50 per share, subject to the same terms and conditions existing prior to such conversion. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, December 31, Description Level 2022 2021 Assets: Cash held in Trust Account 1 $ 21,905,597 $ — Marketable securities held in Trust Account 1 $ — $ 253,037,516 Liabilities: Warrant Liability – Public Warrants 1 $ 5,313,000 $ 6,775,340 Warrant Liability – Private Placement Warrants 2 $ 2,965,200 $ — Warrant Liability – Private Placement Warrants 3 $ — $ 3,781,336 PIPE derivative liability 3 $ 3,259,630 $ — The Warrants were accounted for as liabilities in accordance with ASC 815-40. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented in the statements of operations. The Private Placement Warrants were initially valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the ordinary shares. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrant pricing. Beginning on March 31, 2022 and as of December 31, 2022, the Private Placement Warrants are classified as Level 2 due to the use of a quoted price in an active market for a similar liability. The measurement of the Public Warrants after the detachment of the Public Warrants from the Units on September 8, 2020, is classified as Level 1 due to the use of an observable market quote in an active market. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant on the New York Stock Exchange up to October 27, 2022 and the New York Stock Exchange American LLC thereafter was used as the fair value of the Warrants as of each relevant date. The following table presents the quantitative information regarding Level 3 fair value measurements of Private Warrants: December 31, 2021 Exercise price $ 11.50 Share price $ 9.87 Volatility 12.3 % Term 5.00 Risk-free rate 1.10 % Dividend yield 0.00 % The following table presents the changes in the fair value of Level 3 warrant liabilities at December 31, 2022 and 2021: Private Placement Fair value as of December 31, 2021 $ 3,781,336 Change in fair value (2,498,534) Transfer to Level 2 (1,282,802) Fair value as of December 31, 2022 $ — Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. During the year ended December 31, 2022, $1,282,802 of private placement warrants were transferred from level 3 to level 2 classification.There were no transfers in or out of Level 3 for the year ended 2021. The PIPE derivative liability was accounted for as a liability in accordance with ASC 815-40, measured at fair value at initial measurement date and on a recurring basis, with changes in fair value presented in the statements of operations. The Downside Protection Shares were initially and as of December 31, 2022, valued using a Monte Carlo model which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the PIPE derivative liability is the expected volatility of the Company’s ordinary shares. The expected volatility of the Company’s ordinary shares was determined based on the Cboe Volatility Index (“VIX”). The key inputs into the Monte Carlo model for the PIPE derivative liability were as follows: July 5, 2022 (Initial December 31, Input Measurement) 2022 Initial share price $ 9.98 $ 9.87 Price CPI adjusted at measurement date $ 10.80 $ 10.67 Days to expire (number of business days) 630 630 Fraction of a year (years) 2.5 2.5 Risk-free rate 2.80 % 4.20 % Dividend yield 0.00 % 0.00 % Historical volatility 58.49 % 53.71 % Accumulated expected inflation 8.20 % 8.10 % Block trade fee 1.00 % 1.00 % Illiquidity discount 2.20 % 2.20 % The below table presents the changes in the fair value of PIPE derivative liability PIPE Derivative Liability Initial measurement on July 5, 2022 $ 3,198,267 Change in valuation inputs or other assumptions 61,363 Fair value as of December 31, 2022 $ 3,259,630 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than outlined below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. Issue of Promissory Note On January 17, 2023, the Company entered into promissory notes with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $410,000 (the “Note”). On January 17, 2023, $410,000 was drawn down. The Note is non-interest bearing and payable on the earlier of the date on which the Company consummates a Business Combination or the date that the winding up of the Company is effective. If the Company does not consummate a Business Combination, all amounts loaned to the Company in connection with these loans will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account; however, no proceeds from the Trust Account may be used for such repayment. The Note is not convertible. Forgiveness of Promissory Note On March 3, 2023, HPX entered into a Debt Forgiveness Agreement with the Sponsors, whereby the Sponsors agreed to forgive $1,483,548 out of a total $1,630,000 of debt owing to the Sponsor by the Company. The total debt of $1,630,000 comprised $1,315,000 of promissory notes and $315,000 of administrative fees earned by the Sponsor through March 3, 2023 (see Note 5). A total of $315,000 of administrative fees and $1,168,548 of promissory note was forgiven. Recapitalization On March 3, 2023, in anticipation of the close of the Business Combination, the Company cancelled all outstanding Class B ordinary shares and all outstanding private warrants. Further, the Company issued to the Sponsor, in exchange for these cancelled shares and warrants, an aggregate of 1,836,100 Class A ordinary shares at a par value of $0.001 per share and an aggregate of 676,707 Private Placement Warrants (the “Recapitalization”). Close of Business Combination and Redemption of Clas s A Ordinary Shares On February 28, 2023, the shareholders of the Company approved the close of the Business Combination as described in the Business Combination Agreement dated July 5, 2022. In connection with the approval, holders of 1,258,439 Class A ordinary shares validly elected to redeem their public shares for an aggregate redemption amount of $12,655,426, leaving 918,105 Class A ordinary shares outstanding upon consummation of the Business Combination, all of which were converted as described below. On March 3, 2023 (the “Closing Date”), the previously announced Business Combination was consummated by and among Ambipar Emergency Response (”AMBI”), the Company, Ambipar Merger Sub, Emergência Participações S.A., and Ambipar Participações e Empreendimentos S.A. On the Closing Date, (i) HPX merged with and into AMBI, with AMBI as the surviving entity (the “First Merger”) and (ii) immediately after the First Merger, Merger Sub merged with and into AMBI, with AMBI as the surviving entity. NYSE American LLC delisted the securities of the Company on March 17, 2023 and the Company filed a Form 15 to terminate its duty to file reports with the Securities and Exchange Commission. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying 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 SEC. These Financial Statements are the historical Financial Statements of the entity formerly known as HPX Corp., prior to the Business Combination, which was consummated on March 3, 2023. These financial statements do not reflect the impact of the Business Combination, or any other agreements entered into in connection with the Business Combination, all of which are more fully described in Notes 1 and 10. |
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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company 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 financial statements in conformity with 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 statements and the reported amounts of income and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair values of the Private Placement Warrants as of December 31, 2022 and 2021 and the determination of PIPE derivative liability as of the initial measurement and December 31, 2022. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Reclassifications | Reclassifications Since March 31, 2022, legal fees payable upon the successful consummation of a Business Combination were reclassified from a current to a non-current liability as Deferred Legal Fees. Such reclassifications have no effect on the Company’s net (loss) income as previously reported. As of December 31, 2022, there was $5,243,712 outstanding under Deferred Legal Fees. |
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 did not have any cash equivalents as of December 31, 2022 and 2021. |
Cash or Marketable Securities Held in Trust Account | Cash or Marketable Securities Held in Trust Account On June 24, 2022, the Company instructed the trustee managing the Trust Account to hold all funds in the Trust Account in cash until the earlier of the consummation of an initial business combination and liquidation of the Company to mitigate any risk of being viewed as operating an unregistered investment company. On September 27, 2022, money market funds which invest in U.S. Treasury Securities held in Trust Account were sold and proceeds from the sale of these marketable securities including dividends earned were transferred to interest-earning checking account managed by the trustee. Until September 27, 2022, and as of December 31, 2022, all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities and an interest-earning checking account, respectively. |
Offering Costs | Offering Costs The Company complies with the requirement of Accounting Standards Codification (“ASC”) 340-10-S99-1. Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering. |
Warrant Liabilities | Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 3) and Private Placement Warrants (together, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Warrants for periods where no observable traded price was available are valued using a binomial lattice simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. |
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 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The PIPE derivative liability as a result of the Downside Protection Agreement signed by the Sponsor with PIPE Investors and the Non-Redeeming Shareholders meets the criteria for derivative liability classification. As such, the PIPE derivative liability is recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the PIPE derivative liability are recognized as a non-cash gain or loss in the statements of operations. The fair value of the PIPE derivative liability is discussed in Note 9. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, all Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. 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. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to initial redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Subsequent to the initial measurement upon the closing of the Initial Public Offering, the Company recognizes changes in the redemption value that result from earnings on cash and marketable securities held in Trust Account that have not been withdrawn to pay taxes. As of December 31, 2022, the holders of 23,123,456 Class A ordinary shares properly exercised their right to redeem their shares and the Company has not incurred any taxes or permitted expenses that could be withdrawn from the Trust Account. At December 31, 2022 and 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Shares Value Gross proceeds 25,300,000 $ 253,000,000 Less: Proceeds allocated to Public Warrants — (8,475,500) Class A ordinary shares issuance costs — (14,031,031) Plus: Initial remeasurement of carrying value to redemption value — 22,506,531 Subsequent remeasurement of carrying value to redemption value — 37,516 Total remeasurement of carrying value to redemption value — 22,544,047 Class A ordinary shares subject to redemption, December 31, 2021 25,300,000 253,037,516 Less: Redemption of Class A ordinary shares on July 14, 2022 (19,472,483) (195,081,445) Redemption of Class A ordinary shares on November 3, 2022 (3,650,973) (36,744,831) Plus: Remeasurement of carrying value to redemption value — 694,357 Class A ordinary shares subject to possible redemption, December 31, 2022 2,176,544 $ 21,905,597 |
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 statements 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 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. |
Net (Loss) Income Per Ordinary Share | Net (Loss) Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding for the period. Remeasurement associated with the redeemable Class A ordinary shares is excluded from (loss) income per ordinary share as the redemption value approximates fair value. The calculation of diluted (loss) income per ordinary share does not consider the effect of the Warrants issued in connection with the (i) Initial Public Offering, (ii) the private placement, (iii) Non-Redemption Agreement, and (iv) Downside Protection Shares since the issuance of ordinary shares under these arrangements are contingent upon the occurrence of future events. The Warrants are exercisable to purchase 19,710,000 Class A ordinary shares in the aggregate. As of December 31, 2022 and 2021, the Company did not have any other dilutive securities or 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 net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except share amounts): For the Years Ended December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net (loss) income per ordinary share Numerator: Allocation of net (loss) income, $ (2,442,013) $ (983,797) $ 7,520,525 $ 1,874,203 Denominator: Basic and diluted weighted average shares outstanding 15,650,470 6,305,000 25,300,000 6,305,055 Basic and diluted net (loss) income per ordinary share $ (0.16) $ (0.16) $ 0.30 $ 0.30 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
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,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the Warrants (see Note 9). |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of reconciliation of Class A ordinary shares subject to possible redemption | The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except share amounts): For the Years Ended December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net (loss) income per ordinary share Numerator: Allocation of net (loss) income, $ (2,442,013) $ (983,797) $ 7,520,525 $ 1,874,203 Denominator: Basic and diluted weighted average shares outstanding 15,650,470 6,305,000 25,300,000 6,305,055 Basic and diluted net (loss) income per ordinary share $ (0.16) $ (0.16) $ 0.30 $ 0.30 |
Schedule of basic and diluted net (loss) income per ordinary share | At December 31, 2022 and 2021, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table: Shares Value Gross proceeds 25,300,000 $ 253,000,000 Less: Proceeds allocated to Public Warrants — (8,475,500) Class A ordinary shares issuance costs — (14,031,031) Plus: Initial remeasurement of carrying value to redemption value — 22,506,531 Subsequent remeasurement of carrying value to redemption value — 37,516 Total remeasurement of carrying value to redemption value — 22,544,047 Class A ordinary shares subject to redemption, December 31, 2021 25,300,000 253,037,516 Less: Redemption of Class A ordinary shares on July 14, 2022 (19,472,483) (195,081,445) Redemption of Class A ordinary shares on November 3, 2022 (3,650,973) (36,744,831) Plus: Remeasurement of carrying value to redemption value — 694,357 Class A ordinary shares subject to possible redemption, December 31, 2022 2,176,544 $ 21,905,597 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | December 31, December 31, Description Level 2022 2021 Assets: Cash held in Trust Account 1 $ 21,905,597 $ — Marketable securities held in Trust Account 1 $ — $ 253,037,516 Liabilities: Warrant Liability – Public Warrants 1 $ 5,313,000 $ 6,775,340 Warrant Liability – Private Placement Warrants 2 $ 2,965,200 $ — Warrant Liability – Private Placement Warrants 3 $ — $ 3,781,336 PIPE derivative liability 3 $ 3,259,630 $ — |
Private Placement Warrants | |
FAIR VALUE MEASUREMENTS | |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | December 31, 2021 Exercise price $ 11.50 Share price $ 9.87 Volatility 12.3 % Term 5.00 Risk-free rate 1.10 % Dividend yield 0.00 % |
Schedule of changes in the fair value of Level 3 warrant and derivative liabilities | Private Placement Fair value as of December 31, 2021 $ 3,781,336 Change in fair value (2,498,534) Transfer to Level 2 (1,282,802) Fair value as of December 31, 2022 $ — |
PIPE derivative liability | |
FAIR VALUE MEASUREMENTS | |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | July 5, 2022 (Initial December 31, Input Measurement) 2022 Initial share price $ 9.98 $ 9.87 Price CPI adjusted at measurement date $ 10.80 $ 10.67 Days to expire (number of business days) 630 630 Fraction of a year (years) 2.5 2.5 Risk-free rate 2.80 % 4.20 % Dividend yield 0.00 % 0.00 % Historical volatility 58.49 % 53.71 % Accumulated expected inflation 8.20 % 8.10 % Block trade fee 1.00 % 1.00 % Illiquidity discount 2.20 % 2.20 % |
Schedule of changes in the fair value of Level 3 warrant and derivative liabilities | PIPE Derivative Liability Initial measurement on July 5, 2022 $ 3,198,267 Change in valuation inputs or other assumptions 61,363 Fair value as of December 31, 2022 $ 3,259,630 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | 1 Months Ended | 12 Months Ended | ||||||||||||||
Mar. 03, 2023 USD ($) shares | Feb. 28, 2023 USD ($) shares | Jan. 17, 2023 USD ($) | Nov. 30, 2022 USD ($) | Nov. 03, 2022 USD ($) $ / shares shares | Jul. 15, 2022 shares | Jul. 14, 2022 USD ($) $ / shares shares | Jul. 05, 2022 shares | Jul. 20, 2020 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | Feb. 28, 2023 USD ($) | Jan. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) D $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 08, 2022 USD ($) shares | Jun. 24, 2022 USD ($) | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Amount in trust account | $ 21,905,597 | |||||||||||||||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80% | |||||||||||||||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50% | |||||||||||||||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 2 days | |||||||||||||||
Minimum net tangible assets to be held to proceed with the Business Combination | $ 5,000,001 | |||||||||||||||
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent | 15% | |||||||||||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||||||||||||||
Threshold business days for redemption of public shares | D | 10 | |||||||||||||||
Maximum net interest to pay dissolution expenses | $ 100,000 | |||||||||||||||
Operating bank accounts | 199,388 | |||||||||||||||
Working capital deficit | 1,456,792 | |||||||||||||||
Initial Public Offering | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Number of units issued (in shares) | shares | 25,300,000 | |||||||||||||||
Unit price | $ / shares | $ 10 | |||||||||||||||
Proceeds from issuance of units | $ 253,000,000 | |||||||||||||||
Transaction costs | 14,528,328 | |||||||||||||||
Underwriting fees | 5,060,000 | |||||||||||||||
Deferred underwriting fees | 8,855,000 | |||||||||||||||
Other offering costs | 613,328 | |||||||||||||||
Expenses allocated to warrants | $ 497,297 | |||||||||||||||
Offering proceeds held in trust account | $ 253,000,000 | |||||||||||||||
Over-allotment option | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Number of units issued (in shares) | shares | 3,300,000 | |||||||||||||||
Private Placement | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Number of warrants issued | shares | 7,060,000 | |||||||||||||||
Price of warrants | $ / shares | $ 1 | |||||||||||||||
Proceeds from issuance of warrants | $ 7,060,000 | |||||||||||||||
Sponsor | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Additional aggregate for working capital | $ 205,000 | |||||||||||||||
Terms of working capital | 905,000 | |||||||||||||||
Total commitment | $ 410,000 | |||||||||||||||
Class A Ordinary Shares | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Number of shares redeemed | shares | 3,650,973 | 19,472,483 | 23,123,456 | |||||||||||||
Redemption price | $ / shares | $ 10.064 | $ 10.018 | ||||||||||||||
Aggregate redemption amount | $ 36,744,813 | $ 195,081,445 | ||||||||||||||
Aggregate redemption amount from trust account earnings | $ 235,101 | 356,615 | ||||||||||||||
Amount in trust account | $ 58,381,894 | |||||||||||||||
Class A Ordinary Shares | New PubCo | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Number of share issued for acquisition | shares | 1,050,000 | |||||||||||||||
Class A Ordinary Shares | Subsequent Event | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Number of shares redeemed | shares | 1,258,439 | |||||||||||||||
Aggregate redemption amount | $ 12,655,426 | |||||||||||||||
Class A Ordinary Shares | Subsequent Event | Sponsor | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Aggregate shares issued | shares | 1,836,100 | |||||||||||||||
Class A ordinary shares subject to possible redemption | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Aggregate shares issued | shares | 25,300,000 | |||||||||||||||
Number of shares redeemed | shares | 3,650,973 | 19,472,483 | 23,123,456 | |||||||||||||
Class A ordinary shares subject to possible redemption, shares outstanding | shares | 2,176,544 | 25,300,000 | ||||||||||||||
Class A ordinary shares subject to possible redemption | $ 21,905,597 | $ 253,037,516 | ||||||||||||||
HPX Class A Ordinary Shares | Cygnus Non-Redemption Agreement | Cygnus Fund Icon | Cygnus Option, scenario 1 | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Shares voting rights | shares | 300,000 | |||||||||||||||
Number of shares that are not to redeem or exercise any right to redeem | shares | 300,000 | |||||||||||||||
New PubCo Class A Ordinary Shares | Cygnus Subscription Agreement | Cygnus Fund Icon | Cygnus Option, scenario 2 | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Shares subscribed | shares | 300,000 | |||||||||||||||
Aggregate gross proceeds | $ 3,000,000 | |||||||||||||||
Shareholders | Class A Ordinary Shares | Non-Redemption Agreement | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Shareholders agreed for consideration holding number of shares | shares | 600,000 | |||||||||||||||
Aggregate shares issued | shares | 26,400 | |||||||||||||||
Number of warrants issued | shares | 150,000 | |||||||||||||||
Trend HPX SPAC FIA IE | Class A Ordinary Shares | Non-Redemption Agreement | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Shareholders agreed for consideration holding number of shares | shares | 1,297,400 | |||||||||||||||
Aggregate shares issued | shares | 57,086 | |||||||||||||||
Number of warrants issued | shares | 324,350 | |||||||||||||||
Working Capital Note | Sponsor | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Additional aggregate for working capital | $ 410,000 | |||||||||||||||
Maximum borrowing capacity of related party promissory note | 410,000 | $ 905,000 | ||||||||||||||
Amount outstanding | 905,000 | $ 0 | ||||||||||||||
Amount drawdown | 410,000 | $ 205,000 | ||||||||||||||
Working Capital Note | Debt Forgiveness Agreement | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Amount outstanding | $ 1,315,000 | $ 1,315,000 | ||||||||||||||
Amount forgiven | $ 1,168,548 | $ 1,168,548 | ||||||||||||||
Working Capital Note | Debt Forgiveness Agreement | Sponsor | ||||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||||||||
Repayment of working capital loans | $ 121,650 | |||||||||||||||
Administrative fees forgiven | 315,000 | |||||||||||||||
Accrued administrative fees | $ 10,000 | $ 10,000 | $ 295,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($) | 12 Months Ended | |||
Nov. 03, 2022 | Jul. 14, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Redemption of Class A ordinary shares | $ (231,826,276) | |||
Remeasurement of carrying value to redemption value | $ 694,357 | $ 25,305 | ||
Class A ordinary shares subject to possible redemption | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Gross proceeds | $ 253,000,000 | |||
Gross proceeds (In shares) | 25,300,000 | |||
Proceeds allocated to Public Warrants | $ (8,475,500) | |||
Class A ordinary shares issuance costs | (14,031,031) | |||
Initial remeasurement of carrying value to redemption value | 22,506,531 | |||
Subsequent remeasurement of carrying value to redemption value | 37,516 | |||
Total remeasurement of carrying value to redemption value | 22,544,047 | |||
Redemption of Class A ordinary shares | $ (36,744,831) | $ (195,081,445) | ||
Redemption of Class A ordinary shares (In shares) | (3,650,973) | (19,472,483) | (23,123,456) | |
Remeasurement of carrying value to redemption value | $ 694,357 | |||
Class A ordinary shares subject to possible redemption | $ 21,905,597 | $ 253,037,516 | ||
Class A ordinary shares subject to possible redemption (In shares) | 2,176,544 | 25,300,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss Per Ordinary Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Allocation of net (loss) income, as adjusted | $ (3,425,810) | $ 9,394,728 |
Class A Ordinary Shares | ||
Numerator: | ||
Allocation of net (loss) income, as adjusted | $ (2,442,013) | $ 7,520,525 |
Denominator: | ||
Basic weighted average shares outstanding | 15,650,470 | 25,300,000 |
Diluted weighted average shares outstanding | 15,650,470 | 25,300,000 |
Basic net (loss) income per ordinary share | $ (0.16) | $ 0.30 |
Diluted net (loss) income per ordinary share | $ (0.16) | $ 0.30 |
Class B Ordinary Shares | ||
Numerator: | ||
Allocation of net (loss) income, as adjusted | $ (983,797) | $ 1,874,203 |
Denominator: | ||
Basic weighted average shares outstanding | 6,305,000 | 6,305,055 |
Diluted weighted average shares outstanding | 6,305,000 | 6,305,055 |
Basic net (loss) income per ordinary share | $ (0.16) | $ 0.30 |
Diluted net (loss) income per ordinary share | $ (0.16) | $ 0.30 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional information (Details) - USD ($) | 12 Months Ended | |||
Nov. 03, 2022 | Jul. 14, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Outstanding deferred legal fees | $ 5,243,712 | |||
Unrecognized tax benefits | 0 | $ 0 | ||
Amounts accrued for interest and penalties | 0 | $ 0 | ||
Tax provision | 0 | |||
Federal Depository Insurance Coverage | $ 250,000 | |||
Class A Ordinary Shares | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Number of shares redeemed | 3,650,973 | 19,472,483 | 23,123,456 | |
Diluted weighted average shares outstanding | 15,650,470 | 25,300,000 | ||
Initial Public Offering | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Diluted weighted average shares outstanding | 19,710,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) | Jul. 20, 2020 $ / shares shares |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | |
Number of units issued (in shares) | 25,300,000 |
Unit price | $ / shares | $ 10 |
Number of Class A ordinary shares in a unit | 1 |
Number of public warrants in a unit | 0.5 |
Number of Class A ordinary shares issuable per warrant | 1 |
Exercise price of public warrant | $ / shares | $ 11.50 |
Over Allotment Option [Member] | |
INITIAL PUBLIC OFFERING | |
Number of units issued (in shares) | 3,300,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - Private Placement | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Private Placement [Line Items] | |
Number of warrants issued (in shares) | shares | 7,060,000 |
Price of warrants | $ / shares | $ 1 |
Aggregate purchase price of warrants | $ | $ 7,060,000 |
Number of Class A ordinary shares issuable per warrant | shares | 1 |
Exercise price of public warrant | $ / shares | $ 11.50 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 12 Months Ended | ||||||
Jul. 23, 2021 shares | Dec. 03, 2020 shares | Jul. 16, 2020 shares | Jul. 15, 2020 shares | Jun. 25, 2020 shares | Apr. 08, 2020 USD ($) shares | Dec. 31, 2022 USD ($) D $ / shares | |
RELATED PARTY TRANSACTIONS | |||||||
Advances from related party | $ | $ 905,000 | ||||||
Founder Shares | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Ordinary shares subject to possible redemption (in shares) | 0 | ||||||
Number of founder shares granted | 20,000 | ||||||
Sponsor | Founder Shares | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Aggregate shares issued | 5,750,000 | ||||||
Aggregate purchase price | $ | $ 25,000 | ||||||
Share dividend | 20,000 | ||||||
Aggregate number of shares owned | 6,305,000 | 6,325,000 | |||||
Ordinary shares subject to possible redemption (in shares) | 20,000 | 825,000 | |||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | ||||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | ||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
RELATED PARTY TRANSACTIONS - Ot
RELATED PARTY TRANSACTIONS - Others (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Mar. 03, 2023 | Jan. 17, 2023 | Nov. 30, 2022 | Jun. 24, 2022 | Jul. 16, 2020 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Sponsor | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Total Commitment | $ 410,000 | |||||||
Sponsor | Promissory Note | Subsequent Event | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Maximum borrowing capacity of related party promissory note | $ 410,000 | |||||||
Amount drawdown | 410,000 | |||||||
Proceeds used to repay notes from trust account | 0 | |||||||
Sponsor | Debt Forgiveness Agreement | Promissory Note | Subsequent Event | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Debt forgiveness amount | $ 1,168,548 | |||||||
Administrative Services Agreement | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Expenses per month | $ 10,000 | |||||||
Expenses incurred | 120,000 | $ 295,000 | ||||||
Fees included within accounts payable and accrued expenses | 175,000 | |||||||
Related Party Loans | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Maximum loans convertible into warrants | $ 1,500,000 | |||||||
Price of warrants (in dollars per share) | $ 1 | |||||||
Working Capital Note | Promissory Note | Subsequent Event | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Maximum borrowing capacity of related party promissory note | 410,000 | |||||||
Amount drawdown | 410,000 | |||||||
Working Capital Note | Debt Forgiveness Agreement | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Outstanding balance of related party note | 1,315,000 | 1,315,000 | ||||||
Debt forgiveness amount | $ 1,168,548 | $ 1,168,548 | ||||||
Working Capital Note | Sponsor | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Maximum borrowing capacity of related party promissory note | 410,000 | $ 905,000 | ||||||
Outstanding balance of related party note | $ 905,000 | $ 0 | ||||||
Amount drawdown | $ 410,000 | $ 205,000 | ||||||
Proceeds used to repay notes from trust account | $ 0 | |||||||
Working Capital Note | Sponsor | Debt Forgiveness Agreement | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Repayment of advances from related parties | $ 121,650 | |||||||
Administrative fees forgiven | $ 315,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2021 shares | Dec. 31, 2022 USD ($) item $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2022 BRL (R$) item | Jun. 27, 2022 USD ($) | |
COMMITMENTS AND CONTINGENCIES | |||||
Maximum number of demands for registration of securities | item | 3 | 3 | |||
Deferred fee per unit | $ / shares | $ 0.35 | ||||
Deferred underwriting fee payable | $ 8,855,000 | ||||
Consulting fees payable per month | 1,200 | R$ 6600 | |||
Consulting fees incurred and paid | 17,782 | $ 16,332 | |||
Consulting fees included in accrued expenses | 1,589 | 1,314 | |||
Payment for contingent fee arrangement | $ 2,000,000 | ||||
Other income | 296,643 | ||||
Deferred underwriting fee payable | 0 | $ 8,855,000 | |||
Waived deferred underwriting fee payable recorded in additional paid-in capital | $ 8,558,357 | ||||
Restricted Stock Units | |||||
COMMITMENTS AND CONTINGENCIES | |||||
Number of RSU's granted to a member | shares | 20,000 | ||||
Share-based compensation, vesting period | 30 days | ||||
Non Participated Initial Public Offering | |||||
COMMITMENTS AND CONTINGENCIES | |||||
Deferred fee per unit | $ / shares | $ 0.175 | ||||
Deferred underwriting fee payable | $ 4,427,500 |
SHAREHOLDERS' DEFICIT (Details)
SHAREHOLDERS' DEFICIT (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
SHAREHOLDERS' DEFICIT | ||
Preferred shares, shares authorized | 5,000,000 | 5,000,000 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
SHAREHOLDERS' DEFICIT - Ordinar
SHAREHOLDERS' DEFICIT - Ordinary Shares (Details) | 12 Months Ended | |||
Nov. 03, 2022 shares | Jul. 14, 2022 shares | Dec. 31, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Class A Ordinary Shares | ||||
SHAREHOLDERS' DEFICIT | ||||
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 | ||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Voting rights per share | Vote | 1 | |||
Redemption of Class A ordinary shares (In shares) | 3,650,973 | 19,472,483 | 23,123,456 | |
Class A ordinary shares not subject to redemption | ||||
SHAREHOLDERS' DEFICIT | ||||
Ordinary shares, shares issued | 0 | 0 | ||
Ordinary shares, shares outstanding | 0 | 0 | ||
Class A ordinary shares subject to possible redemption | ||||
SHAREHOLDERS' DEFICIT | ||||
Redemption of Class A ordinary shares (In shares) | 3,650,973 | 19,472,483 | 23,123,456 | |
Ordinary shares subject to possible redemption outstanding (in shares) | 2,176,544 | 25,300,000 | ||
Ordinary shares subject to possible redemption issued (in shares) | 2,176,544 | 25,300,000 | ||
Class B Ordinary Shares. | ||||
SHAREHOLDERS' DEFICIT | ||||
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 | ||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, shares issued | 6,305,000 | 6,305,000 | ||
Ordinary shares, shares outstanding | 6,305,000 | 6,305,000 | ||
Voting rights per share | Vote | 1 | |||
Basis for conversion of convertible common stock | 1 | |||
Threshold conversion ratio of stock | 20% | |||
Share conversion of convertible common stock | 1 |
WARRANTS (Details)
WARRANTS (Details) | 12 Months Ended | |
Dec. 31, 2022 D $ / shares shares | Dec. 31, 2021 $ / shares shares | |
WARRANTS | ||
Threshold issue price for capital raising purposes in connection with the closing of a business combination | $ 9.20 | |
Percentage of gross proceeds on total equity proceeds | 60% | |
Threshold trading days for calculating market value | D | 20 | |
Warrant | ||
WARRANTS | ||
Public Warrants exercisable term after the completion of a business combination | 30 days | |
Public Warrants exercisable term from the closing of the initial public offering | 12 months | |
Public Warrants expiration term | 5 years | |
Threshold period for filling registration statement after business combination | 15 days | |
Threshold period for registration statement to be effective after which warrants can be exercised on a cashless basis | 60 days | |
Warrant | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
WARRANTS | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | D | 20 | |
Threshold consecutive trading days for redemption of public warrants | D | 30 | |
Threshold number of business days before sending notice of redemption to warrant holders | 3 | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115% | |
Warrant | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||
WARRANTS | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |
Redemption price per public warrant (in dollars per share) | $ 0.10 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 180% | |
Public Warrants | ||
WARRANTS | ||
Warrants outstanding | shares | 12,650,000 | 12,650,000 |
Share exercise price | $ 11.50 | $ 11.50 |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
WARRANTS | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Private Placement Warrants | ||
WARRANTS | ||
Warrants outstanding | shares | 7,060,000 | 7,060,000 |
Share exercise price | $ 11.50 | $ 11.50 |
Public Warrants exercisable term after the completion of a business combination | 30 days | |
Number of Class A ordinary shares issuable per warrant | shares | 1 | 1 |
Private Placement Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
WARRANTS | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
New PubCo Warrant | ||
WARRANTS | ||
Share exercise price | $ 11.50 | |
Number of Class A ordinary shares issuable per warrant | shares | 1 |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets and Liabilities at fair value (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Liabilities: | ||
Warrant Liability | $ 8,278,200 | $ 10,556,676 |
PIPE derivative liability | 3,259,630 | |
Recurring | Level 1 | ||
Assets: | ||
Cash held in Trust Account | 21,905,597 | |
Marketable securities held in Trust Account | 253,037,516 | |
Recurring | Level 3 | ||
Liabilities: | ||
PIPE derivative liability | 3,259,630 | |
Public Warrants | Recurring | Level 1 | ||
Liabilities: | ||
Warrant Liability | 5,313,000 | 6,775,340 |
Private Placement Warrants | Recurring | Level 2 | ||
Liabilities: | ||
Warrant Liability | $ 2,965,200 | |
Private Placement Warrants | Recurring | Level 3 | ||
Liabilities: | ||
Warrant Liability | $ 3,781,336 |
FAIR VALUE MEASUREMENTS - Quant
FAIR VALUE MEASUREMENTS - Quantitative information regarding Level 3 fair value measurements (Details) | Dec. 31, 2022 $ / shares Y D | Jul. 05, 2022 D Y $ / shares |
PIPE derivative liability | Initial share price | ||
FAIR VALUE MEASUREMENTS | ||
Input | 9.87 | 9.98 |
PIPE derivative liability | Price CPI adjusted at measurement date | ||
FAIR VALUE MEASUREMENTS | ||
Input | 10.67 | 10.80 |
PIPE derivative liability | Days to expire (number of business days) | ||
FAIR VALUE MEASUREMENTS | ||
Input | D | 630 | 630 |
PIPE derivative liability | Fraction of a year (years) | ||
FAIR VALUE MEASUREMENTS | ||
Input | Y | 2.5 | 2.5 |
PIPE derivative liability | Historical volatility | ||
FAIR VALUE MEASUREMENTS | ||
Input | 53.71 | 58.49 |
PIPE derivative liability | Accumulated expected inflation | ||
FAIR VALUE MEASUREMENTS | ||
Input | 8.10 | 8.20 |
PIPE derivative liability | Risk-free rate | ||
FAIR VALUE MEASUREMENTS | ||
Input | 4.20 | 2.80 |
PIPE derivative liability | Dividend yield | ||
FAIR VALUE MEASUREMENTS | ||
Input | 0 | 0 |
PIPE derivative liability | Block trade fee | ||
FAIR VALUE MEASUREMENTS | ||
Input | 1 | 1 |
PIPE derivative liability | Illiquidity discount | ||
FAIR VALUE MEASUREMENTS | ||
Input | 2.20 | 2.20 |
Level 3 | Private Placement Warrants | Exercise price | ||
FAIR VALUE MEASUREMENTS | ||
Input | 11.50 | |
Level 3 | Private Placement Warrants | Share price | ||
FAIR VALUE MEASUREMENTS | ||
Input | 9.87 | |
Level 3 | Private Placement Warrants | Volatility | ||
FAIR VALUE MEASUREMENTS | ||
Input | 12.3 | |
Level 3 | Private Placement Warrants | Term | ||
FAIR VALUE MEASUREMENTS | ||
Input | Y | 5 | |
Level 3 | Private Placement Warrants | Risk-free rate | ||
FAIR VALUE MEASUREMENTS | ||
Input | 1.10 | |
Level 3 | Private Placement Warrants | Dividend yield | ||
FAIR VALUE MEASUREMENTS | ||
Input | 0 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Changes in the fair value of Level 3 warrant and derivative liabilities (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | ||
Transfers out of Level 3 | $ 1,282,802 | ||
Transfers into or out of level 3 | $ 0 | ||
PIPE derivative liability | |||
FAIR VALUE MEASUREMENTS | |||
Fair value at beginning balance | $ 3,198,267 | ||
Change in fair value | 61,363 | ||
Fair value at end balance | $ 3,259,630 | 3,259,630 | |
Private Placement Warrants | Fair Value, Inputs, Level 3 [Member] | |||
FAIR VALUE MEASUREMENTS | |||
Fair value at beginning balance | 3,781,336 | ||
Change in fair value | (2,498,534) | ||
Transfers to Level 2 | $ (1,282,802) | ||
Fair value at end balance | $ 3,781,336 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | 12 Months Ended | ||||||
Mar. 03, 2023 | Feb. 28, 2023 | Jan. 17, 2023 | Nov. 03, 2022 | Jul. 14, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class A Ordinary Shares | |||||||
SUBSEQUENT EVENTS | |||||||
Common stock, Par value | $ 0.0001 | $ 0.0001 | |||||
Number of shares redeemed | 3,650,973 | 19,472,483 | 23,123,456 | ||||
Aggregate redemption amount | $ 36,744,813 | $ 195,081,445 | |||||
Subsequent Event | Class A Ordinary Shares | |||||||
SUBSEQUENT EVENTS | |||||||
Number of shares redeemed | 1,258,439 | ||||||
Aggregate redemption amount | $ 12,655,426 | ||||||
Number of shares outstanding upon consummation of business combination | 918,105 | ||||||
Sponsor | Subsequent Event | Class A Ordinary Shares | |||||||
SUBSEQUENT EVENTS | |||||||
Aggregate shares issued | 1,836,100 | ||||||
Common stock, Par value | $ 0.001 | ||||||
Sponsor | Subsequent Event | Private placement warrants | |||||||
SUBSEQUENT EVENTS | |||||||
Aggregate shares issued | 676,707 | ||||||
Sponsor | Promissory Note | Subsequent Event | |||||||
SUBSEQUENT EVENTS | |||||||
Aggregate principal amount | $ 410,000 | ||||||
Amount drawdown | 410,000 | ||||||
Proceeds used to repay notes from trust account | $ 0 | ||||||
Total debt | $ 1,315,000 | ||||||
Sponsor | Promissory Note | Subsequent Event | Debt Forgiveness Agreement | |||||||
SUBSEQUENT EVENTS | |||||||
Debt forgiveness amount | 1,168,548 | ||||||
Sponsor | Promissory notes and administrative fee earned by Sponsor | Subsequent Event | |||||||
SUBSEQUENT EVENTS | |||||||
Total debt | 1,630,000 | ||||||
Sponsor | Promissory notes and administrative fee earned by Sponsor | Subsequent Event | Debt Forgiveness Agreement | |||||||
SUBSEQUENT EVENTS | |||||||
Debt forgiveness amount | 1,483,548 | ||||||
Sponsor | Administrative fee earned by Sponsor | Subsequent Event | |||||||
SUBSEQUENT EVENTS | |||||||
Total debt | 315,000 | ||||||
Sponsor | Administrative fee earned by Sponsor | Subsequent Event | Debt Forgiveness Agreement | |||||||
SUBSEQUENT EVENTS | |||||||
Debt forgiveness amount | $ 315,000 |