Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 15, 2023 | |
Document Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Entity File Number | 001-40613 | |
Entity Registrant Name | STONEBRIDGE ACQUISITION CORPORATION | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | One World Trade Center | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10007 | |
City Area Code | 646 | |
Local Phone Number | 314-3555 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001844981 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Units, each consisting of one Class A ordinary, $0.0001 par value per share, and one-half of one redeemable warrant | ||
Document Information | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemable Warrant | |
Trading Symbol | APACU | |
Security Exchange Name | NASDAQ | |
Class A Ordinary Shares | ||
Document Information | ||
Title of 12(b) Security | Class A ordinary share, par value $0.0001 per share, included as part of the units | |
Trading Symbol | APAC | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 3,011,425 | |
Redeemable warrants, each exercisable for one Class A ordinary share for $11.50 per share | ||
Document Information | ||
Title of 12(b) Security | Redeemable warrants, each exercisable for one Class A ordinary share for $11.50 per share, included as part of the units | |
Trading Symbol | APACW | |
Security Exchange Name | NASDAQ | |
Class B Ordinary shares | ||
Document Information | ||
Entity Common Stock, Shares Outstanding | 5,000,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash | $ 37,183 | $ 93,344 |
Prepaid expenses and other assets | 135,063 | 175,023 |
Total current assets | 172,246 | 268,367 |
Investments held in Trust Account | 31,987,191 | 205,927,087 |
TOTAL ASSETS | 32,159,437 | 206,195,454 |
CURRENT LIABILITIES | ||
Accounts payable | 605,052 | 458,776 |
Due to affiliate | 377,693 | 347,693 |
Note Payable - related party | 1,450,000 | 1,000,000 |
Loan from Sponsor | 150,000 | |
Total current liabilities | 2,582,745 | 1,806,469 |
Derivative warrant liabilities | 1,620,000 | 540,000 |
Deferred underwriting fee payable | 9,000,000 | 9,000,000 |
Total liabilities | 13,202,745 | 11,346,469 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS' DEFICIT | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Accumulated deficit | (13,030,999) | (11,078,602) |
Total Shareholders' Deficit | (13,030,499) | (11,078,102) |
TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' DEFICIT | 32,159,437 | 206,195,454 |
Class A ordinary shares subject to possible redemption | ||
REDEEMABLE ORDINARY SHARES | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value, 3,011,425 shares at redemption value of $10.62 at March 31, 2023, and 20,000,000 shares at redemption value of $10.30 per share at December 31, 2022, respectively | 31,987,191 | 205,927,087 |
Class A ordinary shares not subject to possible redemption | ||
SHAREHOLDERS' DEFICIT | ||
Ordinary shares | 0 | 0 |
Class B Ordinary shares | ||
SHAREHOLDERS' DEFICIT | ||
Ordinary shares | $ 500 | $ 500 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Ordinary Shares | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 |
Class A ordinary shares subject to possible redemption | ||
Ordinary shares subject to possible redemption, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares subject to possible redemption, shares outstanding | 3,011,425 | 20,000,000 |
Ordinary shares subject to possible redemption, price per share | $ 10.62 | $ 10.30 |
Class A ordinary shares not subject to possible 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 | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued | 5,000,000 | 5,000,000 |
Ordinary shares, shares outstanding | 5,000,000 | 5,000,000 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
OPERATING EXPENSES | ||
General and administrative | $ 423,146 | $ 325,849 |
Loss from operations | 423,146 | 325,849 |
OTHER INCOME (EXPENSE) | ||
Change in fair value of warrant liability | (1,080,000) | 3,452,000 |
Dividend income from Trust account | 895,995 | 20,342 |
Interest income from checking account | 749 | 14 |
Total other (loss) income | (183,256) | 3,472,356 |
NET (LOSS) INCOME | $ (606,402) | $ 3,146,507 |
Class A common stock | ||
OTHER INCOME (EXPENSE) | ||
Weighted average shares outstanding, basic | 8,674,283 | 20,000,000 |
Weighted average shares outstanding, diluted | 8,674,283 | 20,000,000 |
Basic net (loss) income per share | $ (0.01) | $ 0.13 |
Diluted net (loss) income per share | $ 0.11 | $ 0.13 |
Class B common stock | ||
OTHER INCOME (EXPENSE) | ||
Weighted average shares outstanding, basic | 5,000,000 | 5,000,000 |
Weighted average shares outstanding, diluted | 5,000,000 | 5,000,000 |
Basic net (loss) income per share | $ (0.11) | $ 0.13 |
Diluted net (loss) income per share | $ (0.04) | $ 0.13 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Class B Ordinary shares Ordinary Shares | Class A ordinary shares subject to possible redemption | Accumulated deficit | Total |
Balance at the beginning at Dec. 31, 2021 | $ 500 | $ (17,164,062) | $ (17,163,562) | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 5,000,000 | |||
Increase (Decrease) in Shareholders' Deficit | ||||
Remeasurement of Class A ordinary shares subject to possible redemption | (20,342) | (20,342) | ||
Net Income (loss) | 3,146,507 | 3,146,507 | ||
Balance at the end at Mar. 31, 2022 | $ 500 | (14,037,897) | (14,037,397) | |
Balance at the end (in shares) at Mar. 31, 2022 | 5,000,000 | |||
Balance at the beginning at Dec. 31, 2021 | $ 500 | (17,164,062) | (17,163,562) | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 5,000,000 | |||
Increase (Decrease) in Shareholders' Deficit | ||||
Extension payment paid by Sponsor through a note | $ (1,000,000) | |||
Balance at the end at Dec. 31, 2022 | $ 500 | (11,078,602) | (11,078,102) | |
Balance at the end (in shares) at Dec. 31, 2022 | 5,000,000 | |||
Increase (Decrease) in Shareholders' Deficit | ||||
Remeasurement of Class A ordinary shares subject to possible redemption | (895,995) | (895,995) | ||
Extension payment paid by Sponsor through a note | $ (450,000) | (450,000) | (450,000) | |
Net Income (loss) | (606,402) | (606,402) | ||
Balance at the end at Mar. 31, 2023 | $ 500 | $ (13,030,999) | $ (13,030,499) | |
Balance at the end (in shares) at Mar. 31, 2023 | 5,000,000 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (loss) income | $ (606,402) | $ 3,146,507 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest income from Trust Account | (895,995) | (20,342) |
Change in fair value of warrant liability | 1,080,000 | (3,452,000) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 39,960 | 35,335 |
Note Payable - related party | 450,000 | |
Due to affiliates | 30,000 | 30,000 |
Accounts payable | 146,276 | 30,561 |
Net cash provided by (used in) operating activities | 243,839 | (229,939) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Withdrawal from Trust Account for redemption of Ordinary shares | 175,285,891 | |
Cash deposited to Trust Account | (450,000) | |
Net cash flows provided by investing activities | 174,835,891 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Redemption of Ordinary shares | (175,285,891) | |
Loan from Sponsor | 150,000 | |
Net cash flows used in financing activities | (175,135,891) | |
NET CHANGE IN CASH | (56,161) | (229,939) |
CASH, BEGINNING OF PERIOD | 93,344 | 670,522 |
CASH, END OF PERIOD | 37,183 | 440,583 |
Supplemental disclosure of noncash activities: | ||
Remeasurement of Class A ordinary shares subject to redemption | $ 895,995 | $ 20,342 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2023 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations StoneBridge Acquisition Corporation (the “Company”) was incorporated in the Cayman Islands on February 2, 2021. The Company was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. 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. On January 12, 2023, The Company filed a Form 8-K with the Securities and Exchange Commission to report that on January 5, 2023, the Company entered into a Business Combination Agreement with DigiAsia Bios Pte. Ltd., a Singapore private company limited by shares (“DigiAsia”), and the other parties thereto (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). Upon the terms and subject to the conditions of the Business Combination Agreement, and in accordance with applicable law, StoneBridge Acquisition Pte. Ltd., a Singapore private company limited by shares and a direct, wholly owned subsidiary of the Company, will amalgamate with DigiAsia, with DigiAsia surviving the amalgamation as a wholly owned subsidiary of the Company (the “Business Combination”). In connection with the execution of the Business Combination Agreement, StoneBridge Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”) entered into a support agreement with DigiAsia (the “Sponsor Support Agreement”) pursuant to which the Sponsor has agreed to vote all StoneBridge Ordinary Shares beneficially owned by it in favor of the Amalgamation. Pursuant to the Sponsor Support Agreement, the Sponsor has also agreed to certain share lock-up provisions (the “Sponsor Lock-up Provisions”). In addition, in connection with the execution of the Business Combination Agreement, certain shareholders of DigiAsia entered into a support agreement (the “DigiAsia Shareholder Support Agreement”) with StoneBridge and DigiAsia pursuant to which such shareholders agreed to vote all shares of DigiAsia beneficially owned by them in favor of the Amalgamation. In connection with the Transactions, StoneBridge, DigiAsia and certain shareholders of DigiAsia who will receive PubCo Ordinary Shares pursuant to the Business Combination Agreement, have entered into a registration rights agreement (“Registration Rights Agreement”), to become effective upon the Closing. Prior to the consummation of the Transactions, certain DigiAsia shareholders, including all executive officers, heads of business lines and directors of DigiAsia as well as any other existing shareholder of DigiAsia holding greater than 1% of its share capital, will enter into a lock-up agreement (the “DigiAsia Shareholder Lock-up Agreement”) with DigiAsia and StoneBridge. Under the terms of the DigiAsia Shareholder Lock-up Agreement, and under the terms of the Sponsor Lock-up Provisions contained in the Sponsor Support Agreement, such certain DigiAsia shareholders and the Sponsor, each agree, subject to certain customary exceptions, not to: (i) sell, offer to sell, contract or agree to sell, assign, lend, offer, encumber, donate, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position (A) any PubCo Ordinary Shares, or (B) any securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares, in each case, held by it immediately after the Effective Time (the “Lock-up Shares”) (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Lock-up Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or; or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) above until the earlier of (A) (1) with respect to the DigiAsia shareholder’s Lock-Up Shares and 250,000 of the Sponsor’s Lock-Up Shares, nine months after the Closing Date, or (2) in the case of the remainder of the Sponsor’s Lock-Up Shares, six months after the Closing Date, and (B) subsequent to the Amalgamation, (1) if the last sale price of PubCo Ordinary Shares equals or exceeds $12.00 per PubCo Ordinary Share (as adjusted for share splits, share consolidations, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Amalgamation, or (2) the date on which PubCo completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of PubCo’s shareholders having the right to exchange their PubCo Ordinary Shares for cash, securities or other property. In connection with the Closing, StoneBridge, the Sponsor and Alexander Rusli (the “Founder”) will enter into a Director Nomination Agreement (the “Director Nomination Agreement”) pursuant to which the parties agreed that, among other things, at every meeting of PubCo Board of Directors (the “PubCo Board”), or a committee thereof, or action by written consent, at or by which directors of PubCo are appointed by PubCo Board or are nominated to stand for election and elected by shareholders of PubCo, the Sponsor shall have the right to appoint or nominate for election to PubCo Board, as applicable, two individuals (each a “Nominee,” and together, the “Nominees”), to serve as directors of PubCo; provided, that such Nominees shall be reasonably acceptable to the Founder. Further, PubCo shall take, and the Founder shall use his best efforts to cause PubCo to take, all necessary actions within its control, such that, as of the Effective Time, the Nominees shall either be elected by PubCo’s shareholders at the meeting held to approve the Transactions or appointed to PubCo Board. As of March 31, 2023, the Company had not commenced any operations. All activity through March 31, 2023, relates to the Company’s formation and initial public offering (the “Initial Public Offering”), which is described below, and, since the offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest/ dividend income earned on investments from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on July 15, 2021. On July 20, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units”) with respect to the Class A ordinary shares (the “Class A Ordinary Shares”) included in the Units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $200,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,000,000 warrants (“Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Company’s sponsor, StoneBridge Acquisition Sponsor LLC and underwriters generating gross proceeds of $8,000,000, which is described in Note 4. Offering costs for the Initial Public Offering amounted to $13,577,812, consisting of $4,000,000 of underwriting fees, $9,000,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $577,812 of other costs. The Company immediately expensed $757,003 of offering costs in connection with the Warrants that were classified as liabilities. As described in Note 6, the $9,000,000 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by October 20, 2022, subject to the terms of the underwriting agreement. On September 30, 2022, the Company extended the time for a Business Combination for a further period of three months i.e., from October 20, 2022 to January 20, 2023. At the Extraordinary General Meeting held on January 20, 2023, the Company’s shareholders approved the proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “ Extension Amendment Following the closing of the Initial Public Offering on July 20, 2021, an amount of $202,000,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (“Trust Account”) and will be 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 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. The Company’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. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants. All of the 20,000,000 Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated Memorandum and Articles of Association (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A ordinary shares are subject to ASC 480-10-S99 if it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or share exchange rule. If a shareholder vote is not required by applicable law or share exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or share exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Certificate of Incorporation provides that 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 an aggregate of 15% or more of the Class A Ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A Ordinary shares in conjunction with any such amendment. At the Extraordinary General Meeting held on January 20, 2023, the Company’s shareholders approved the proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “ Extension Amendment one ten In the event that the Sponsor or its affiliates or designees elect to extend the time to complete a business combination and deposit the applicable amount of money into trust, the Sponsor or its affiliates or designees would receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that the Company is unable to close a business combination unless there are funds available outside the trust account to do so. Neither the Sponsor nor its affiliates or designees are obligated to fund the trust account to extend the time for the Company to complete an initial business combination. To the extent that some, but not all, of the parties decide to extend the period of time to consummate an initial business combination, such parties may deposit the entire amount required. The Company has extended the Business Combination date by three Months i.e. from October 20, 2022 to January 20, 2023 and subsequently up to 6 times for an additional one (1) month each time up to July 20, 2023. Board meeting held on October 31, 2022 and the company has agreed to accept from the sponsor an unsecured debt of $1,000,000 and the sponsor made a monthly payment of $150,000 each month for the three months which is deposited in the trust account. The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their 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 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 residual assets remaining available for distribution (including Trust Account assets) will be only $10.10 per shares held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. At the Company’s Shareholder’s Special meeting held on January 20, 2023, the stockholders of 16,988,575 shares of Class A ordinary shares of the Company exercised their right to redeem their shares for cash at an approximate price of $10.32 per share, for an aggregate payment of approximately $175,285,891, which is withdrawn from the company’s trust account to redeem such shares. Liquidity and Going Concern As of March 31, 2023, the Company had $37,183 in its operating bank account, $31,987,191 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Ordinary Shares in connection therewith and working capital deficit of $2,410,499. As of March 31, 2023, $895,995 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. Management expects to incur significant costs in pursuit of its acquisition plans. The Company believes it will need to raise additional funds in order to meet the expenditure required for operating its business and to consummate a business combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to raise additional funds to alleviate liquidity needs, obtain approval for an extension of the deadline or complete a Business Combination by October 20, 2022, then the Company will cease all operations except for the purpose of liquidating. The Company extended the time for a business combination by 3 months and has until January 20, 2023, 18 months from the closing of the IPO, to consummate a Business Combination or upon the extended period of 6 times for an additional one (1) month each time up to July 20, 2023 (i.e., for a period of time ending up to 24 months after the consummation of its initial public offering). It is uncertain that the Company will be able to consummate a Business Combination by the specified period. If a Business Combination is not consummated by July 20, 2023, (extended period), there will be a mandatory liquidation and subsequent dissolution. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. As a result of this action and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation and Liquidity The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-K and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Specifically, these estimates include the probability of a successful business combination by July 20, 2023, and the implied volatility of the Public and Private Warrants. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2023 and December 31, 2022. Investments Held in Trust Account At March 31, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in mutual funds invested in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the Initial Public Offering. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At March 31, 2023 and December 31, 2022, the Company has not experienced losses on these accounts. Fair Value of Financial Instruments 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: Level 2: Level 3: Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2023 and December 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. There is currently no taxation imposed by the Government of the Cayman Islands. The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. 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 (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A Ordinary shares (including Class A Ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A Ordinary shares is classified as shareholders’ equity. The Company’s Class A Ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on March 31, 2023, 3,011,425 shares of Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of the redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. At March 31, 2023 and December 31, 2022 the Class A ordinary shares reflected in the balance sheets is reconciled in the following table: Gross proceeds July 20,2021 $ 200,000,000 Less: Initial fair value of the over-allotment liability (190,208) Fair value of Public Warrants at issuance (10,800,000) Class A shares issuance costs (12,820,810) Plus: Remeasurement of carrying value to redemption value 25,817,320 Class A ordinary shares subject to possible redemption at December 31, 2021 202,006,302 Plus: Remeasurement of carrying value to redemption value 2,920,785 Extension payment paid by Sponsor through a note 1,000,000 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 205,927,087 Less: Redemption of Class A ordinary shares (175,285,891) Plus: Remeasurement of carrying value to redemption value 895,995 Extension payment paid by Sponsor through a note 450,000 Class A ordinary shares subject to possible redemption at March 31, 2023 $ 31,987,191 Net Income (loss) per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company has two classes of ordinary 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. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income of the Company. Remeasurement associated with the redeemable Class A ordinary shares is excluded from net loss per ordinary share as the redemption value approximates fair value. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the concurrent private placement to purchase an aggregate of 18,000,000 shares of Class A ordinary shares since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 18,000,000 Class A ordinary shares in the aggregate. As of March 31, 2023 and December 31, 2022 the Company did not have any 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 income per ordinary share is the same as basic net income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the three months ended For the three months ended March 31, 2023 March 31, 2022 Class A Ordinary Class B Ordinary Class A Ordinary Class B Ordinary Shares Shares Shares Shares Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ (57,051) $ (549,351) $ 2,521,274 625,233 Denominator: Weighted average shares outstanding 8,674,283 5,000,000 20,000,000 5,000,000 Basic and diluted net income (loss) per share $ (0.01) $ (0.11) $ 0.13 $ 0.13 Recent Accounting Pronouncements Management does not believe that any other recently issued accounting standards, if currently adopted, would have a material effect on our financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2023 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 20,000,000 units at a price of $10.00 per Unit. Each Unit consists of one share of Class A Ordinary shares (such Class A Ordinary shares included in the Units being offered, the “Public Shares”), and one |
Private Placement Warrants
Private Placement Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Private Placement Warrants | |
Private Placement Warrants | Note 4 — Private Placement Warrants Concurrently with the closing of the Initial Public Offering, the Sponsor and underwriter purchased an aggregate of 8,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $8,000,000. Each whole Private Placement Warrant is exercisable for one whole share of Class A Ordinary shares at a price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the Private Placement Warrants at the Initial Public Offering are held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The fair value of the Private Placement Warrants at issuance was $9,000,000. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On February 9, 2021, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B Ordinary shares, par value $0.0001 (“Class B Ordinary shares”) for an aggregate price of $25,000. The Founder Shares will automatically convert into Class A Ordinary shares at the time of the Company’s Business Combination and are subject to certain transfer restrictions, as described in Note 7. Holders of Founder Shares may also elect to convert their Class B Ordinary shares into an equal number of Class A Ordinary shares, subject to adjustment, at any time. The Sponsor agreed to forfeit up to 750,000 Founder Shares to the extent that the 45-day over-allotment option was not exercised in full by the underwriters. Since the over-allotment option was not exercised, the Sponsor forfeited 750,000 Founder Shares on September 2, 2021. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted) 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, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Due to Affiliates As of March 31, 2023 and December 31, 2022, the Company owed the Sponsor $377,693 and $347,693, respectively towards deferred offering and other formation costs incurred as well as administration support services. This amount will be repaid as soon as practical from the operating account. 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”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2023, and December 31, 2022, the Company had no outstanding borrowings under the Working Capital Loans. Note Payable – Related Party On October 12, 2022, the company accepted from the sponsor an unsecured debt of $1,000,000 for an extension payment. Further, in 2023, the Sponsor (or one or more of its affiliates or third-party designees) (the “ Sponsor Loan from Sponsor On January 20, 2023, the Sponsor made a loan of $150,000 for the operations of the company which is deposited in the bank account. The amount is outstanding as of March 31, 2023. Administrative Services Fee The Company entered into an agreement whereby, commencing on July 20, 2021, the Company will pay the Sponsor $10,000 per month for office space, administrative and support services. For the three months ended March 31, 2023 the Company incurred $30,000 in fees for these services. As of March 31, 2023 and December 31, 2022 a total of $200,000 and $170,000, respectively of administrative support services were included in the Due to affiliates balance in the accompanying balance sheets. Advisory fees On January 4, 2022, the Company entered into an agreement with Sett & Lucas limited (“S&L”) for certain financial advisory and investment banking services in relation to the Business Combination with a potential target. Pursuant to this agreement, the Company agreed to pay S&L a success fee earned upon successful completion of the Business Combination equal to 2% of the pre-money enterprise valuation of the potential target acquired. The company also agreed to reimburse S&L for out-of-pocket expenses. Prabhu Antony, the Chief Financial Officer of the Company, is also an Executive Director of S&L. As of March 31, 2023, S&L has been providing services for Buy-side search and due diligence, but the payment is not due unless the transaction is consummated. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares of Class A Ordinary shares) pursuant to a registration rights agreement dated June 15, 2021. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On September 3, 2021 this option expired as the underwriters did not exercise their option. The underwriters were paid a cash underwriting discount of $0.20 per unit, or $4,000,000 in the aggregate at the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred underwriting commissions of $0.45 per unit, or $9,000,000 in the aggregate from the closing of the Initial Public Offering. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Advisory Fees On January 3, 2022, the Company entered into an agreement with ARC Group for strategic and target identification advisory services, pursuant to which the Company will pay the ARC Group an initial retainer fee of $25,000 (which has been paid by the Company in January 2022), a closing retainer fee at announcement of the Business Combination in the amount of $175,000 and a success fee of $1,000,000 upon completion of Business Combination with introduced target. Limited target identification services have been performed by the ARC Group in connection with the agreement, the compensation for which has been covered by the initial retainer fee of $25,000. No amounts are owed under the agreement with the ARC Group as of March 31, 2023. On April 28, 2022, the Company entered into an agreement with J.V.B. Financial Group, LLC (“JVB”) for financial advisor and placement agent services in connection with the Business Combination. Pursuant to this agreement, the Company agreed to pay JVB (i) a transaction fee in an amount equal to $1,500,000 in connection with a successful Business Combination transaction and (ii) a transaction fee in connection with JVBs’ services as a non-exclusive placement agent in connection with a private placement of securities to fund the Business Combination transaction equal to 4% of the gross proceeds raised from investors and received by the Company. The Company also agreed to reimburse JVB upon consummation of the Business Combination or upon termination of this agreement for out-of-pocket expenses up to a maximum amount of $100,000. No services have been performed and no amounts are owed under the agreement with JVB as of March 31, 2023. |
Shareholders' Deficit
Shareholders' Deficit | 3 Months Ended |
Mar. 31, 2023 | |
Shareholders' Deficit | |
Shareholders' Deficit | Note 7 — Shareholders’ Deficit Ordinary shares Class A Ordinary shares On January 20, 2023, The Company held an extraordinary general meeting of shareholders (the “ Extraordinary General Meeting Redemption 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 other matters submitted to a vote of shareholders. The Class B Ordinary shares will automatically convert into Class A Ordinary shares at the time of a Business Combination at a ratio such that the number of Class A Ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of Ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A Ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A Ordinary shares or equity-linked securities exercisable for or convertible into Class A Ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. In no event will the Class B Ordinary shares convert into Class A Ordinary shares at a rate of less than one-to-one. Preferred Shares |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Warrants | |
Warrants | Note 8 — Warrants The Company has accounted for the 18,000,000 warrants to be issued in connection with the Initial Public Offering (the 10,000,000 Public Warrants and the 8,000,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Since the warrants do not meet the criteria for equity treatment under the guidance, each warrant must be recorded as a liability. Accordingly, the Company will classify each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption; ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying the warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants are identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Private Warrants and the ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Concurrently with the closing of the Initial Public Offering, the Sponsor and underwriter purchased an aggregate of 8,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $8,000,000. The fair value of the Private Placement Warrants at issuance was $9,000,000. Fair value in excess of sale on the issuance of private warrants was recorded in the statement of operations. The exercise price and number of ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional 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 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 initial shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional ordinary shares or equity-linked securities. As of March 31, 2023 and December 31, 2022, there were 10,000,000 Public Warrants and 8,000,000 Private Warrants outstanding. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
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: Level 2: Level 3: The Company classifies its U.S. Treasury and equivalent securities as trading securities with ASC Topic 320, “Investments—Debt and Equity Securities.” The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. At March 31, 2023 and December 31, 2022, assets held in the Trust Account were comprised of $31,987,191 and $205,927,087 invested in U.S. Treasury Securities mutual funds. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. March 31, 2023 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 31,987,191 — — Liabilities: Warrant Liability - Public Warrants 1 900,000 — — Warrant Liability - Private Warrants 3 — — 720,000 December 31, 2022 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 205,927,087 — — Liabilities: Warrant Liability - Public Warrants 1 300,000 — — Warrant Liability - Private Warrants 3 — — 240,000 Warrants The Company has determined that warrants issued in connection with its initial public offering in July 2021 are subject to treatment as a liability. The estimated fair value of the warrant liability is determined using Level 1 and Level 3 inputs. At March 31, 2023, the Public Warrants had adequate trading volume to provide a reliable indication of value. The Public Warrants were valued at $0.09 at March 31, 2023 and $0.03 at December 31, 2022. The Company utilized a modified Black Scholes model to value the Private Warrants at March 31, 2023 and December 31, 2022. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in the model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. Transfers to/from Levels 1, 2 and 3 are recognized at the end of each reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 fair value measurement to a Level 1 fair value measurement as of September 7, 2021, when the Public Warrants began trading separately. No transfers have taken place for the year ended March 31, 2023. The following table provides quantitative information regarding Level 3 fair value measurements at March 31, 2023 and December 31, 2022. March 31, 2023 December 31, 2022 Share Price 10.52 10.27 Exercise Price 11.50 11.50 Redemption Trigger Price 18.00 18.00 Term (years) 5.31 5.05 Probability of Acquisition 10.00 % 4.00 % Volatility 0.00 % 0.00 % Risk Free Rate 3.53 % 3.91 % Dividend Yield 0.00 % 0.00 % The following table presents the changes in the fair value of warrant liabilities: Public Private Total Warrants (Level 1) Warrants (Level 3) Warrants Fair value as of December 31, 2022 $ 300,000 $ 240,000 $ 540,000 Change in fair value 600,000 480,000 1,080,000 Fair value as of March 31, 2023 $ 900,000 $ 720,000 $ 1,620,000 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events | |
Subsequent Events | Note 10 — Subsequent Events The Company has evaluated subsequent events through the date these unaudited condensed financial statements were available for issuance and determined that other than the item disclosed below, there were no subsequent events that would require adjustment or disclosure. On April 14, 2023, the Sponsor deposited $150,000 into the Trust Account, on behalf of the Company, to extend the time available to the Company to consummate its initial business combination to May 20, 2023. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Basis of Presentation and Liquidity | Basis of Presentation and Liquidity The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-K and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. |
Emerging Growth Company | Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Specifically, these estimates include the probability of a successful business combination by July 20, 2023, and the implied volatility of the Public and Private Warrants. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2023 and December 31, 2022. |
Investments Held in Trust Account | Investments Held in Trust Account At March 31, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in mutual funds invested in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the Initial Public Offering. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At March 31, 2023 and December 31, 2022, the Company has not experienced losses on these accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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: Level 2: Level 3: |
Accounting for Warrants | Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2023 and December 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. There is currently no taxation imposed by the Government of the Cayman Islands. The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. |
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 (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A Ordinary shares (including Class A Ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A Ordinary shares is classified as shareholders’ equity. The Company’s Class A Ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on March 31, 2023, 3,011,425 shares of Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of the redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. At March 31, 2023 and December 31, 2022 the Class A ordinary shares reflected in the balance sheets is reconciled in the following table: Gross proceeds July 20,2021 $ 200,000,000 Less: Initial fair value of the over-allotment liability (190,208) Fair value of Public Warrants at issuance (10,800,000) Class A shares issuance costs (12,820,810) Plus: Remeasurement of carrying value to redemption value 25,817,320 Class A ordinary shares subject to possible redemption at December 31, 2021 202,006,302 Plus: Remeasurement of carrying value to redemption value 2,920,785 Extension payment paid by Sponsor through a note 1,000,000 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 205,927,087 Less: Redemption of Class A ordinary shares (175,285,891) Plus: Remeasurement of carrying value to redemption value 895,995 Extension payment paid by Sponsor through a note 450,000 Class A ordinary shares subject to possible redemption at March 31, 2023 $ 31,987,191 |
Net Income (loss) per Ordinary Share | Net Income (loss) per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company has two classes of ordinary 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. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income of the Company. Remeasurement associated with the redeemable Class A ordinary shares is excluded from net loss per ordinary share as the redemption value approximates fair value. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the concurrent private placement to purchase an aggregate of 18,000,000 shares of Class A ordinary shares since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 18,000,000 Class A ordinary shares in the aggregate. As of March 31, 2023 and December 31, 2022 the Company did not have any 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 income per ordinary share is the same as basic net income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the three months ended For the three months ended March 31, 2023 March 31, 2022 Class A Ordinary Class B Ordinary Class A Ordinary Class B Ordinary Shares Shares Shares Shares Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ (57,051) $ (549,351) $ 2,521,274 625,233 Denominator: Weighted average shares outstanding 8,674,283 5,000,000 20,000,000 5,000,000 Basic and diluted net income (loss) per share $ (0.01) $ (0.11) $ 0.13 $ 0.13 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any other recently issued accounting standards, if currently adopted, would have a material effect on our financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Schedule of Class A ordinary shares reflected in the balance sheet | Gross proceeds July 20,2021 $ 200,000,000 Less: Initial fair value of the over-allotment liability (190,208) Fair value of Public Warrants at issuance (10,800,000) Class A shares issuance costs (12,820,810) Plus: Remeasurement of carrying value to redemption value 25,817,320 Class A ordinary shares subject to possible redemption at December 31, 2021 202,006,302 Plus: Remeasurement of carrying value to redemption value 2,920,785 Extension payment paid by Sponsor through a note 1,000,000 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 205,927,087 Less: Redemption of Class A ordinary shares (175,285,891) Plus: Remeasurement of carrying value to redemption value 895,995 Extension payment paid by Sponsor through a note 450,000 Class A ordinary shares subject to possible redemption at March 31, 2023 $ 31,987,191 |
Schedule of basic and diluted net income per ordinary share | For the three months ended For the three months ended March 31, 2023 March 31, 2022 Class A Ordinary Class B Ordinary Class A Ordinary Class B Ordinary Shares Shares Shares Shares Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ (57,051) $ (549,351) $ 2,521,274 625,233 Denominator: Weighted average shares outstanding 8,674,283 5,000,000 20,000,000 5,000,000 Basic and diluted net income (loss) per share $ (0.01) $ (0.11) $ 0.13 $ 0.13 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements | |
Summary of assets and liabilities measured at fair value | March 31, 2023 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 31,987,191 — — Liabilities: Warrant Liability - Public Warrants 1 900,000 — — Warrant Liability - Private Warrants 3 — — 720,000 December 31, 2022 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 205,927,087 — — Liabilities: Warrant Liability - Public Warrants 1 300,000 — — Warrant Liability - Private Warrants 3 — — 240,000 |
Summary of quantitative information regarding Level 3 fair value measurements | March 31, 2023 December 31, 2022 Share Price 10.52 10.27 Exercise Price 11.50 11.50 Redemption Trigger Price 18.00 18.00 Term (years) 5.31 5.05 Probability of Acquisition 10.00 % 4.00 % Volatility 0.00 % 0.00 % Risk Free Rate 3.53 % 3.91 % Dividend Yield 0.00 % 0.00 % |
Summary of changes in fair value of warrant liabilities | Public Private Total Warrants (Level 1) Warrants (Level 3) Warrants Fair value as of December 31, 2022 $ 300,000 $ 240,000 $ 540,000 Change in fair value 600,000 480,000 1,080,000 Fair value as of March 31, 2023 $ 900,000 $ 720,000 $ 1,620,000 |
Description of Organization a_2
Description of Organization and Business Operations (Details) | 3 Months Ended | ||||||
Jan. 20, 2023 USD ($) item $ / shares shares | Jan. 05, 2023 D $ / shares shares | Jul. 20, 2021 USD ($) $ / shares shares | Feb. 02, 2021 | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Description of Organization and Business Operations | |||||||
Condition for future business combination number of businesses minimum | 1 | ||||||
Price per unit | $ / shares | $ 10.10 | ||||||
Offering costs | $ 13,577,812 | ||||||
Underwriting fees | 4,000,000 | ||||||
Warrant issuance cost | 757,003 | ||||||
Deferred underwriting fee payable | 9,000,000 | $ 9,000,000 | $ 9,000,000 | ||||
Other offering costs | $ 577,812 | ||||||
Condition for future business combination use of proceeds percentage | 80 | ||||||
Condition for future business combination threshold percentage ownership | 50 | ||||||
Threshold amount of net tangible assets | $ 5,000,001 | ||||||
Redemption limit percentage without prior consent | 15 | ||||||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100% | ||||||
Months to complete acquisition | 24 months | ||||||
Redemption period upon closure | 10 days | ||||||
Maximum allowed dissolution expenses | $ 100,000 | ||||||
Operating bank accounts | 37,183 | ||||||
Securities held in trust account | 31,987,191 | $ 205,927,087 | |||||
Working capital | 2,410,499 | ||||||
Interest income from Trust account | 895,995 | $ 20,342 | |||||
Maximum number of times that the date to consummate a business combination can be extended | item | 6 | ||||||
Additional extension period available each time to consummate a business combination | 1 month | ||||||
Aggregate payment redemption of ordinary shares | $ 175,285,891 | ||||||
DigiAsia Bios Pte. Ltd | |||||||
Description of Organization and Business Operations | |||||||
Threshold minimum percentage of share capital held by existing shareholder to enter into Lock-Up Agreement | 1% | ||||||
Private Placement Warrants | |||||||
Description of Organization and Business Operations | |||||||
Sale of private placement warrants (in shares) | shares | 8,000,000 | ||||||
Price of warrant | $ / shares | $ 1 | ||||||
Proceeds from sale of private placement warrants | $ 8,000,000 | ||||||
Public Warrants | |||||||
Description of Organization and Business Operations | |||||||
Number of units sold | shares | 20,000,000 | ||||||
Price per unit | $ / shares | $ 10.10 | ||||||
Class A Common Stock Subject to Redemption | |||||||
Description of Organization and Business Operations | |||||||
Aggregate redeemable shares | shares | 16,988,575 | ||||||
Redemption price per share | $ / shares | $ 10.32 | ||||||
Aggregate payment redemption of ordinary shares | $ 175,285,891 | ||||||
Initial Public Offering | |||||||
Description of Organization and Business Operations | |||||||
Number of units sold | shares | 20,000,000 | ||||||
Purchase price, per unit | $ / shares | $ 10 | ||||||
Gross proceeds | $ 200,000,000 | ||||||
Initial Public Offering | Private Placement Warrants | |||||||
Description of Organization and Business Operations | |||||||
Price per unit | $ / shares | $ 10.10 | ||||||
Investment of cash into Trust Account | $ 202,000,000 | ||||||
Sponsor | |||||||
Description of Organization and Business Operations | |||||||
Agreed unsecured debt from related party | $ 1,000,000 | ||||||
Number of months by which the company has extended the period to consummate business combination | 3 months | ||||||
Amount of monthly payment made to the Company | $ 150,000 | ||||||
Number of months for which monthly payment was made | 3 months | ||||||
Sponsor | DigiAsia Bios Pte. Ltd | |||||||
Description of Organization and Business Operations | |||||||
Number of Shares under Lock-Up period of nine months after the Closing Date | shares | 250,000 | ||||||
Threshold period after Closing Date for restrictions on DigiAsia shareholder's Lock-Up Shares and 250,000 of the Sponsor's Lock-Up Shares | 9 months | ||||||
Threshold period after Closing Date for restrictions on remainder of the Sponsor's Lock-Up Shares | 6 months | ||||||
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 | ||||||
Price per unit | $ / shares | $ 12 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Reconciliation of Class A ordinary shares reflected in balance sheet (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 12 Months Ended | |
Jul. 20, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | ||||
Redemption of Class A ordinary shares | $ (175,285,891) | |||
Extension payment paid by Sponsor through a note | 450,000 | |||
Class A ordinary shares subject to possible redemption | ||||
Summary of Significant Accounting Policies | ||||
Gross proceeds | $ 200,000,000 | |||
Initial fair value of the over-allotment liability | $ (190,208) | |||
Fair value of Public Warrants at issuance | (10,800,000) | |||
Class A shares issuance costs | (12,820,810) | |||
Redemption of Class A ordinary shares | (175,285,891) | |||
Remeasurement of carrying value to redemption value | 895,995 | 25,817,320 | $ 2,920,785 | |
Extension payment paid by Sponsor through a note | 450,000 | 1,000,000 | ||
Class A ordinary shares subject to possible redemption | $ 31,987,191 | $ 202,006,302 | $ 205,927,087 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Basic and diluted net income (loss) per ordinary share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Class A Ordinary Shares | ||
Numerator: | ||
Allocation of net income (loss) | $ (57,051) | $ 2,521,274 |
Denominator: | ||
Weighted average shares outstanding, basic | 8,674,283 | 20,000,000 |
Weighted average shares outstanding, diluted | 8,674,283 | 20,000,000 |
Basic net income (loss) per share | $ (0.01) | $ 0.13 |
Diluted net income (loss) per share | $ 0.11 | $ 0.13 |
Class B Ordinary shares | ||
Numerator: | ||
Allocation of net income (loss) | $ (549,351) | $ 625,233 |
Denominator: | ||
Weighted average shares outstanding, basic | 5,000,000 | 5,000,000 |
Weighted average shares outstanding, diluted | 5,000,000 | 5,000,000 |
Basic net income (loss) per share | $ (0.11) | $ 0.13 |
Diluted net income (loss) per share | $ (0.04) | $ 0.13 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Summary of Significant Accounting Policies | ||
Cash equivalents | $ 0 | $ 0 |
Unrecognized tax benefits | $ 0 | $ 0 |
Class A Ordinary Shares | ||
Summary of Significant Accounting Policies | ||
Ordinary Shares for outstanding warrants to purchase stock | 18,000,000 | |
Class A Ordinary Shares | Private Placement | ||
Summary of Significant Accounting Policies | ||
Number of warrants to purchase shares issued | 18,000,000 | |
Class A ordinary shares subject to possible redemption | ||
Summary of Significant Accounting Policies | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 3,011,425 | 20,000,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 3 Months Ended | |
Jul. 20, 2021 | Mar. 31, 2023 | |
Public Warrants | ||
Warrants | ||
Number of units sold | 20,000,000 | |
Initial Public Offering | ||
Warrants | ||
Number of units sold | 20,000,000 | |
Purchase price, per unit | $ 10 | |
Initial Public Offering | Public Warrants | ||
Warrants | ||
Number of warrants in a unit | 0.5 | |
Initial Public Offering | Class A Ordinary Shares | ||
Warrants | ||
Number of shares in a unit | 1 | |
Number of shares issuable per warrant | 1 | |
Initial Public Offering | Class A Ordinary Shares | Public Warrants | ||
Warrants | ||
Exercise price of warrants | $ 11.50 |
Private Placement Warrants (Det
Private Placement Warrants (Details) - Private Placement Warrants - USD ($) | Jul. 20, 2021 | Mar. 31, 2023 |
Private Placement Warrants | ||
Number of warrants to purchase shares issued | 8,000,000 | |
Price of warrants | $ 1 | |
Aggregate purchase price | $ 8,000,000 | |
Fair value of warrants | $ 9,000,000 | |
Private Placement | ||
Private Placement Warrants | ||
Number of warrants to purchase shares issued | 8,000,000 | |
Price of warrants | $ 1 | |
Aggregate purchase price | $ 8,000,000 | |
Number of shares per warrant | 1 | |
Exercise price of warrant | $ 11.50 | |
Fair value of warrants | $ 9,000,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | 3 Months Ended | |||
Feb. 09, 2021 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) D $ / shares | Dec. 31, 2022 USD ($) $ / shares | Sep. 02, 2021 shares | |
Related Party Transaction | ||||
Due to affiliate | $ | $ 377,693 | $ 347,693 | ||
Class B Ordinary shares | ||||
Related Party Transaction | ||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Number of shares forfeited (non-exercise of overallotment option) | shares | 750,000 | |||
Class A Ordinary Shares | ||||
Related Party Transaction | ||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Sponsor | ||||
Related Party Transaction | ||||
Due to affiliate | $ | $ 377,693 | $ 347,693 | ||
Founder Share Member | Sponsor | Class B Ordinary shares | ||||
Related Party Transaction | ||||
Consideration received, shares | shares | 5,750,000 | |||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Aggregate purchase price | $ | $ 25,000 | |||
Shares subject to forfeiture | shares | 750,000 | |||
Number of days to exercise over-allotment option | 45 days | |||
Number of shares forfeited (non-exercise of overallotment option) | shares | 750,000 | |||
Restrictions on transfer period of time after business combination completion | 1 year | |||
Founder Share Member | Sponsor | Class A Ordinary Shares | ||||
Related Party Transaction | ||||
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 - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jan. 20, 2023 | Oct. 12, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transaction | ||||||
Amount of loan proceeds received | $ 150,000 | |||||
Amount outstanding | 1,450,000 | $ 1,000,000 | ||||
Secured debt | ||||||
Related Party Transaction | ||||||
Unsecured debt | $ 1,000,000 | |||||
Working capital loans warrant | ||||||
Related Party Transaction | ||||||
Loan conversion agreement warrant | 1,500,000 | |||||
Administrative Support Agreement | ||||||
Related Party Transaction | ||||||
Expenses per month | 10,000 | |||||
Expenses incurred and paid | 30,000 | |||||
Administrative Support Agreement | Due to affiliate | ||||||
Related Party Transaction | ||||||
Administrative support services | $ 200,000 | 170,000 | ||||
Related Party Loans | ||||||
Related Party Transaction | ||||||
Outstanding amount of working capital loan | $ 0 | $ 0 | ||||
Related Party Loans | Working capital loans warrant | ||||||
Related Party Transaction | ||||||
Price of warrant | $ 1 | |||||
Note Payable - Related Party | Sponsor | ||||||
Related Party Transaction | ||||||
Amount of loan proceeds received | $ 150,000 | |||||
Number of months for which proceeds of debt received | 3 | |||||
Amount outstanding | $ 1,450,000 | $ 1,000,000 | ||||
Loan from Sponsor | Sponsor | ||||||
Related Party Transaction | ||||||
Amount of loan proceeds received | $ 150,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | |||
Apr. 28, 2022 | Jul. 20, 2021 | Mar. 31, 2023 | Jan. 03, 2022 | |
Agreement with ARC group | ||||
Commitments and Contingencies | ||||
Initial retainer fee | $ 25,000 | |||
Advisory fees amount | $ 0 | |||
Closing retainer fee at announcement of business combination in amount | 175,000 | |||
Success fee | $ 1,000,000 | |||
Agreement with JVB | ||||
Commitments and Contingencies | ||||
Transaction fee in amount equal to in connection with successful business combination transaction | $ 1,500,000 | |||
Transaction equal to percentage of gross proceeds raised from investors | 4% | |||
Agreement for out-of-pocket expenses up to maximum amount | $ 100,000 | |||
Initial Public Offering | ||||
Commitments and Contingencies | ||||
Number of days to exercise over-allotment option | 45 days | |||
Underwriting cash discount per unit | $ 0.20 | |||
Aggregate underwriter cash discount | $ 4,000,000 | |||
Deferred fee per unit | $ 0.45 | |||
Aggregate deferred underwriting fee payable | $ 9,000,000 | |||
Over-allotment option | ||||
Commitments and Contingencies | ||||
Additional units available for underwriters to exercise under over-allotment option | 3,000,000 |
Shareholders' Deficit - Common
Shareholders' Deficit - Common Stock (Details) | 3 Months Ended | ||||
Jan. 20, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) Vote $ / shares shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 $ / shares shares | Sep. 02, 2021 shares | |
Shareholders' Deficit | |||||
Redemption shares value | $ | $ 895,995 | $ 20,342 | |||
Redemption shares value in trust account | $ | $ 31,461,507 | ||||
Class A Ordinary Shares | |||||
Shareholders' Deficit | |||||
Common shares, shares authorized (in shares) | 200,000,000 | 200,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Aggregate redeemable shares | 16,988,575 | ||||
Redemption price per share | $ / shares | $ 10.32 | ||||
Redemption shares value | $ | $ 175,285,892 | ||||
Class A Common Stock Subject to Redemption | |||||
Shareholders' Deficit | |||||
Class A common stock subject to possible redemption, issued (in shares) | 20,000,000 | 20,000,000 | |||
Class A common stock subject to possible redemption, outstanding (in shares) | 20,000,000 | 20,000,000 | |||
Aggregate redeemable shares | 16,988,575 | ||||
Redemption price per share | $ / shares | $ 10.32 | ||||
Class A Common Stock Not Subject to Redemption | |||||
Shareholders' Deficit | |||||
Common shares, shares issued (in shares) | 0 | 0 | |||
Common shares, shares outstanding (in shares) | 0 | 0 | |||
Class B Ordinary shares | |||||
Shareholders' Deficit | |||||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common shares, votes per share | Vote | 1 | ||||
Common shares, shares issued (in shares) | 5,000,000 | 5,000,000 | |||
Common shares, shares outstanding (in shares) | 5,000,000 | 5,000,000 | |||
Number of shares forfeited (non-exercise of overallotment option) | 750,000 | ||||
Ratio to be applied to the stock in the conversion | 20 | ||||
Conversion ratio of ordinary shares | 1 |
Shareholders' Deficit - Preferr
Shareholders' Deficit - Preferred Stock (Details) - shares | Mar. 31, 2023 | Dec. 31, 2022 |
Shareholders' Deficit | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Warrants (Details)
Warrants (Details) | 3 Months Ended | ||
Jul. 20, 2021 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) D $ / shares shares | Dec. 31, 2022 shares | |
Warrants | |||
Public and private warrants to purchase | 18,000,000 | ||
Share price | $ / shares | $ 9.20 | ||
Percentage of gross proceeds on total equity proceeds | 60% | ||
Number of trading days on which fair market value of shares is reported | D | 20 | ||
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 115% | ||
Private Placement Warrants | |||
Warrants | |||
Public and private warrants to purchase | 8,000,000 | ||
Number of warrants to purchase shares issued | 8,000,000 | ||
Price of warrants | $ / shares | $ 1 | ||
Aggregate purchase price | $ | $ 8,000,000 | ||
Fair value of warrants | $ | $ 9,000,000 | ||
Public Warrants | |||
Warrants | |||
Public and private warrants to purchase | 10,000,000 | ||
Warrants exercisable term from the completion of business combination | 30 days | ||
Warrants exercisable term from the closing of the public offering | 12 months | ||
Public warrants expiration term | 5 years | ||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Stock price trigger for redemption of public warrants | $ / shares | $ 18 | ||
Threshold trading days for redemption of public warrants | 20 days | ||
Threshold number of specified consecutive trading days for stock price trigger considered for redemption of warrants | D | 30 | ||
Warrants outstanding | 10,000,000 | 10,000,000 | |
Private Warrants | |||
Warrants | |||
Warrants outstanding | 8,000,000 | 8,000,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value Measurements | ||
Securities held in trust account | $ 31,987,191 | $ 205,927,087 |
US Treasury Securities | ||
Fair Value Measurements | ||
Securities held in trust account | 31,987,191 | 205,927,087 |
Level 1 | Recurring | Public Warrants | ||
Liabilities: | ||
Warrant liability | 900,000 | 300,000 |
Level 1 | US Treasury Securities | Recurring | ||
Assets: | ||
U.S. Treasury securities | 31,987,191 | 205,927,087 |
Level 3 | Recurring | Private Placement Warrants | ||
Liabilities: | ||
Warrant liability | $ 720,000 | $ 240,000 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Level 3 | Mar. 31, 2023 item Y $ / shares | Dec. 31, 2022 $ / shares item Y |
Share Price | ||
Fair Value Measurements | ||
Fair value measurements inputs | $ / shares | 10.52 | 10.27 |
Exercise Price | ||
Fair Value Measurements | ||
Fair value measurements inputs | $ / shares | 11.50 | 11.50 |
Redemption Trigger Price | ||
Fair Value Measurements | ||
Fair value measurements inputs | $ / shares | 18 | 18 |
Term (years) | ||
Fair Value Measurements | ||
Fair value measurements inputs | Y | 5.31 | 5.05 |
Probability of Acquisition | ||
Fair Value Measurements | ||
Fair value measurements inputs | 0.1000 | 0.0400 |
Volatility | ||
Fair Value Measurements | ||
Fair value measurements inputs | 0 | 0 |
Risk Free Rate | ||
Fair Value Measurements | ||
Fair value measurements inputs | 0.0353 | 0.0391 |
Dividend Yield | ||
Fair Value Measurements | ||
Fair value measurements inputs | 0 | 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Fair Value liabilities measured on recurring basis unobservable input reconciliation calculation | |
Fair value as of December 31, 2022 | $ 540,000 |
Change in fair value | $ 1,080,000 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants |
Fair value as of March 31, 2023 | $ 1,620,000 |
Level 1 | Public Warrants | |
Fair Value liabilities measured on recurring basis unobservable input reconciliation calculation | |
Fair value as of December 31, 2022 | 300,000 |
Change in fair value | 600,000 |
Fair value as of March 31, 2023 | 900,000 |
Level 3 | Private Warrants | |
Fair Value liabilities measured on recurring basis unobservable input reconciliation calculation | |
Fair value as of December 31, 2022 | 240,000 |
Change in fair value | 480,000 |
Fair value as of March 31, 2023 | $ 720,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Measurements | ||
Value of public warrants | $ 0.09 | $ 0.03 |
Fair value measurement transfer amount | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) | Apr. 14, 2023 USD ($) |
Subsequent Event | Sponsor | |
Subsequent Events | |
Amount deposited | $ 150,000 |