Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 30, 2023 | Jun. 30, 2022 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Entity File Number | 001-41020 | ||
Entity Registrant Name | 7 ACQUISITION CORPORATION | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Tax Identification Number | 98-1587317 | ||
Entity Address, Address Line One | 750 East Main Street | ||
Entity Address, Address Line Two | Suite 600 | ||
Entity Address, City or Town | Stamford | ||
Entity Address State Or Province | CT | ||
Entity Address, Postal Zip Code | 06902 | ||
City Area Code | (617) | ||
Local Phone Number | 663-5988 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 228,850,000 | ||
Entity Central Index Key | 0001850699 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Transition Report | false | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | New York, NY | ||
Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-half of one redeemable warrant | |||
Document and Entity Information | |||
Title of 12(b) Security | Units, each consisting of one Class A ordinaryshare, $0.0001 par value per share, and one-half of one redeemable warrant | ||
Trading Symbol | SVNAU | ||
Security Exchange Name | NASDAQ | ||
Class A ordinary shares included as part of the Units | |||
Document and Entity Information | |||
Title of 12(b) Security | Class A ordinary shares included as part of the Units | ||
Trading Symbol | SVNA | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 23,000,000 | ||
Warrants, included as part of the Units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |||
Document and Entity Information | |||
Title of 12(b) Security | Warrants, included as part of the Units, eachwhole warrant exercisable for one Class Aordinary share at an exercise price of $11.50 | ||
Trading Symbol | SVNAW | ||
Security Exchange Name | NASDAQ | ||
Class B ordinary shares | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 5,750,000 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Current assets | |||
Cash | $ 475,278 | $ 660,773 | |
Prepaid expenses - current | 342,164 | 376,884 | |
Total Current Assets | 817,442 | 1,037,657 | |
Non-current assets | |||
Cash and marketable securities held in Trust Account | 238,041,492 | 234,602,881 | |
Prepaid expenses - non-current | 307,247 | ||
Total Non-current Assets | 238,041,492 | 234,910,128 | |
Total Assets | 238,858,934 | 235,947,785 | |
Current liabilities | |||
Accounts payable and accrued expenses | 984,999 | 90,911 | |
Promissory note - related party | 16,790 | ||
Total Current Liabilities | 984,999 | 107,701 | |
Non-Current liabilities | |||
Warrant Liability | 2,050,200 | 13,878,000 | |
Deferred underwriter fee payable | 8,050,000 | 8,050,000 | |
Total Non-current Liabilities | 10,100,200 | 21,928,000 | |
Total Liabilities | 11,085,199 | 22,035,701 | |
Commitments and Contingencies | |||
Shareholders' Deficit | |||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 | 0 | |
Accumulated deficit | (10,268,332) | (20,691,372) | |
Total Shareholders' Deficit | (10,267,757) | (20,690,797) | |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | 238,858,934 | 235,947,785 | |
Class A ordinary shares | |||
Shareholders' Deficit | |||
Ordinary shares | 0 | 0 | |
Class A ordinary shares subject to possible redemption | |||
Non-Current liabilities | |||
Class A ordinary shares subject to possible redemption; $0.0001 par value; 500,000,000 shares authorized; 23,000,000 shares issued and outstanding at redemption value | 238,041,492 | 234,602,881 | |
Class B ordinary shares | |||
Shareholders' Deficit | |||
Ordinary shares | [1] | $ 575 | $ 575 |
[1] December 31, 2022 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 5,000,000 | 5,000,000 |
Preference shares, shares issued | 0 | 0 |
Preference shares, shares outstanding | 0 | 0 |
Class A ordinary shares included as part of the Units | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued | 0 | 0 |
Class A ordinary shares subject to possible redemption | ||
Class A ordinary shares subject to possible redemption, par value | $ 0.0001 | $ 0.0001 |
Class A ordinary shares subject to possible redemption, authorized | 500,000,000 | 500,000,000 |
Class A ordinary shares subject to possible redemption, issued | 23,000,000 | 23,000,000 |
Class A ordinary shares subject to possible redemption, outstanding | 23,000,000 | 23,000,000 |
Class A ordinary shares not subject to possible redemption | ||
Ordinary shares, shares issued | 5,750,000 | 5,750,000 |
Ordinary shares, shares outstanding | 5,750,000 | 5,750,000 |
Class B ordinary shares | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Formation and operating costs | $ 2,398,687 | $ 1,659,764 |
Loss from operations | (2,398,687) | (1,659,764) |
Other income: | ||
Change in fair value of warrant liability | 9,534,000 | 11,827,800 |
Unrealized gain on marketable securities held in Trust Account | 2,881 | 3,438,611 |
Interest income on checking account | 5,004 | |
Other income | 250,000 | |
Other income | 9,536,881 | 15,521,415 |
Net income | 7,138,194 | 13,861,651 |
Class A ordinary shares included as part of the Units | ||
Other income: | ||
Net income | $ 2,944,158 | $ 11,089,321 |
Basic weighted average shares outstanding (in shares) | 4,036,424 | 23,000,000 |
Diluted weighted average shares outstanding (in shares) | 4,036,424 | 23,000,000 |
Basic net income per share (in dollars per share) | $ 0.73 | $ 0.48 |
Diluted net income per share (in dollars per share) | $ 0.73 | $ 0.48 |
Class B ordinary shares | ||
Other income: | ||
Net income | $ 4,194,036 | $ 2,772,330 |
Basic weighted average shares outstanding (in shares) | 5,750,000 | 5,750,000 |
Diluted weighted average shares outstanding (in shares) | 5,750,000 | 5,750,000 |
Basic net income per share (in dollars per share) | $ 0.73 | $ 0.48 |
Diluted net income per share (in dollars per share) | $ 0.73 | $ 0.48 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Class A ordinary shares included as part of the Units | Class A Ordinary Shares Subject to Possible Redemption Ordinary Shares | Class A Ordinary Shares Subject to Possible Redemption | Class B ordinary shares Ordinary Shares | Class B ordinary shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning (in share) at Mar. 03, 2021 | 0 | |||||||
Balance at the beginning at Mar. 03, 2021 | $ 0 | |||||||
Increase (Decrease) in Temporary Equity | ||||||||
Remeasurement of Class A ordinary shares to redemption value | $ 39,069,010 | |||||||
Balance at the end (in shares) at Dec. 31, 2021 | 23,000,000 | 23,000,000 | ||||||
Balance at the ending at Dec. 31, 2021 | $ 234,602,881 | |||||||
Balance at the beginning at Mar. 03, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Balance at the beginning (in shares) at Mar. 03, 2021 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | ||||||||
Issuance of Ordinary Shares | $ 195,533,871 | $ 575 | 24,425 | 25,000 | ||||
Issuance of Ordinary Shares (in shares) | 23,000,000 | 5,750,000 | ||||||
Excess fair value of anchor investor shares | 10,143,052 | 1,071,967 | 11,215,019 | |||||
Net income | $ 2,944,158 | $ 4,194,036 | 7,138,194 | 7,138,194 | ||||
Balance at the end at Dec. 31, 2021 | $ 234,602,881 | $ 575 | 0 | (20,691,372) | (20,690,797) | |||
Balance at the end (in shares) at Dec. 31, 2021 | 23,000,000 | 5,750,000 | ||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | ||||||||
Reameasurement of Class A ordinary shares to redemption value | $ 10,167,477 | 28,901,533 | (39,069,010) | |||||
Remeasurement of Class A ordinary shares to redemption value | $ 3,438,611 | |||||||
Balance at the end (in shares) at Dec. 31, 2022 | 23,000,000 | 23,000,000 | ||||||
Balance at the ending at Dec. 31, 2022 | $ 238,041,492 | |||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | ||||||||
Net income | $ 11,089,321 | $ 2,772,330 | 13,861,651 | 13,861,651 | ||||
Balance at the end at Dec. 31, 2022 | $ 575 | (10,268,332) | (10,267,757) | |||||
Balance at the end (in shares) at Dec. 31, 2022 | 5,750,000 | |||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | ||||||||
Reameasurement of Class A ordinary shares to redemption value | $ 3,438,611 | $ 3,438,611 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income | $ 7,138,194 | $ 13,861,651 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Unrealized gain on marketable securities held in Trust Account | (2,881) | (3,438,611) |
Change in fair value of warrant liability | (9,534,000) | (11,827,800) |
Insurance Expense | 56,753 | |
Allocation of deferred offering cost for warrant liability | 1,782,165 | |
Excess fair value of private placement warrants | 343,000 | |
Prepaid expenses | (740,884) | 341,967 |
Accounts payable and accrued expenses | 90,911 | 894,088 |
Net cash used in operating activities | (866,742) | (168,705) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (234,600,000) | |
Net cash used in investing activities | (234,600,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B ordinary shares to the Sponsor | 25,000 | |
Proceeds from sale of Units | 230,000,000 | |
Payment of underwriting fee | (4,600,000) | |
Proceeds from sale of Private Warrants | 11,350,000 | |
Proceeds from promissory note - related party | 208,995 | |
Repayment of promissory note - related party | (192,205) | (16,790) |
Deferred offering costs | 664,275 | |
Net cash (used in) provided by financing activities | 236,127,515 | (16,790) |
Net Change in Cash | 660,773 | (185,495) |
Cash - Beginning | 0 | 660,773 |
Cash - Ending | 660,773 | 475,278 |
Supplemental disclosure of non-cash financing activities: | ||
Initial classification of Class A ordinary shares subject to possible redemption | 195,533,871 | |
Reameasurement of Class A ordinary shares to redemption value | (39,069,010) | $ 3,438,611 |
Initial measurement of public warrants and private placement warrants | 23,412,000 | |
Deferred underwriting fee payable | 8,050,000 | |
Sponsor | Initial Public Offering | ||
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B ordinary shares to the Sponsor | $ 25,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS 7 Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on March 4, 2021. The Company was incorporated for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”) that the Company has not yet identified. The Company is not limited to a particular industry or geographic location 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. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from March 4, 2021 (inception) through December 31, 2022 relates to the Company’s formation, its initial public offering (the “Initial Public Offering” or “IPO”), which is described below , and identifying a target for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company selected December 31 as its fiscal year end. The registration statement for the Company’s IPO was declared effective on November 4, 2021 (the “Effective Date”). On November 9, 2021,the Company consummated the IPO of 23,000,000 units (the “Units”), including 3,000,000 Units that were issued pursuant to the underwriter’s exercise of its over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $230,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 11,350,000 Private Placement Warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to 7 Acquisition Holdings, LLC (the “Sponsor”) and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (the “Anchor Investors”), generating proceeds of $11,350,000, which is described in Note 4. Following the closing of the IPO on November 9, 2021, $234,600,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”), located in the United States which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act , with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of 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 redemption of any Public Shares (as defined below) properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 18 months from November 9, 2021, the closing date of the IPO (or any extended period of time that the Company may have to consummate an initial Business Combination as a result of an amendment to its Amended and Restated Memorandum and Articles of Association) (the “Combination Period”). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter the initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an initial Business Combination. 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 the initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under Nasdaq rules. If the Company seeks shareholder approval, it will complete its initial Business Combination only if a majority of the outstanding ordinary shares voted are voted in favor of the initial Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related initial Business Combination, and instead may search for an alternate initial Business Combination. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor and each member of the Company’s management team, directors and special advisor have 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 Stockholder 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. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions in connection with its initial Business Combination pursuant to the tender offer rules, the Memorandum and Articles of Association provides that a Public Stockholder, 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 Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our Initial Public Offering without our prior consent. The Sponsor and each member of the Company’s management team, directors and special advisor have agreed to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with (i) the completion of the initial Business Combination and (ii) a shareholder vote to approve an amendment to the Memorandum and Articles of Association (A) that would modify the substance or timing of the Company’s obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires Class A ordinary shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within the Combination Period. The Company has 18 months from the date of the Initial Public Offering to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned and not previously released to pay the Company’s income taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholder’s rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. 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 third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.20 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay franchise and income taxes. This liability will not apply with respect to claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Proposed 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 and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity, Capital Resources and Going Concern As of December 31, 2022 and 2021, the Company had approximately $475,278 and $660,773 in operating cash, respectively, and a working capital deficit of $167,558 and working capital of $929,956 , respectively. The Company’s liquidity needs through December 31, 2022 had been satisfied through a payment from the Sponsor of $25,000 for Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares” or “Founder Shares”) (see Note 5), the Initial Public Offering and the issuance of the Private Placement Warrants. Additionally, the Company drew on an unsecured promissory note to pay certain offering costs. Prior to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time. The Company has since completed its IPO at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor is committed to extend Working Capital Loans as needed (defined in Note 5 below). Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that (i) new financing will be available to it on commercially acceptable terms, if at all, or (ii) that its plans to consummate an initial Business Combination will be successful. The Company has until May 9, 2023 to complete its initial Business Combination. The Company will mandatorily liquidate in the event it is unable to complete its initial Business Combination. In addition, management is currently evaluating the impact of the COVID-19 pandemic and its effect on the Company’s financial position, results of its operations and/or search for a target company. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date the financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties The Company continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021, respectively. Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A— “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to shareholders’ deficit or the statement of operations based on the relative value of the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on November 9, 2021, offering costs totaling $24,551,888 (consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, $11,215,019 excess fair value of founder shares and $686,869 of actual offering costs, and $22,769,723 included as a reduction to proceeds, with $1,782,165 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants). On January 6, 2023, the underwriter agreed to waive any entitlement to the deferred underwriting fee payable due upon the consummation of the initial Business Combination and further agreed to waive any claim it may have in the future to the Trust Account or any monies or other assets therein. See Note 10—Subsequent Events. Class A Ordinary shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is 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, 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, at December 31, 2022, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Income Per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. Ordinary shares subject to possible redemption at December 31, 2022 and 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the private placement to purchase an aggregate of 11,350,000 Private Placement Warrants in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The Company’s statements of operations includes a presentation of net income per ordinary share subject to possible redemption and allocates the net income into the two classes of stock in calculating net income per ordinary share, basic and diluted. For redeemable Class A ordinary shares, net income per ordinary share is calculated by dividing the net loss by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance. For non-redeemable Class B ordinary shares, net income per share is calculated by dividing the net income by the weighted average number of non-redeemable Class B ordinary shares outstanding for the period. Non-redeemable Class B ordinary shares include the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of December 31, 2022 and 2021, 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 loss per ordinary share (in dollars, except per share amounts): For the Period from March 4, 2021 (Inception) For the Year Ended Through December 31, 2022 December 31, 2021 Class A ordinary shares subject to possible redemption Numerator: Income attributable to Class A ordinary shares subject to possible redemption Net income $ 11,089,321 $ 2,944,158 Net income attributable to Class A ordinary shares subject to possible redemption $ 11,089,321 $ 2,944,158 Denominator: Weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 23,000,000 4,036,424 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.48 $ 0.73 Non-Redeemable Class B ordinary shares Numerator: Net income Net income $ 2,772,330 $ 4,194,036 Non-redeemable net income $ 2,772,330 $ 4,194,036 Denominator: Weighted average non-redeemable Class B ordinary shares Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares 5,750,000 5,750,000 Basic and diluted net income per share, non-redeemable Class B ordinary shares $ 0.48 $ 0.73 Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrant Liabilities The Company accounts for the Public Warrants and Private Placement Warrants exercisable for the Company’s ordinary shares that are not indexed to its own shares as liabilities at fair value on the balance sheet. The Public Warrants and Private Placement Warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the Public Warrants and Private Placement Warrants. At that time, the portion of the warrant liability related to the Public Warrants and Private Placement Warrants will be reclassified to additional paid-in capital. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective on January 1, 2022, with early adoption permitted. Management has evaluated and determined that there is not a material impact on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2022 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the IPO, on November 9, 2021, the Company sold 23,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one Class A Ordinary Share (“Public Shares”) and one An aggregate of $10.20 per Unit sold in the IPO was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. As of November 9, 2021, $234,600,000 of the IPO proceeds and proceeds from the sale of the Private Placement Warrants was held in the Trust Account, representing an overfunding of the trust account of 102.0% of the public offering size. In addition, $2,111,900 of cash is not held in the Trust Account and is available for working capital purposes. Transaction costs of the IPO amounted to $24,551,888, consisting of $4,600,000 of underwriting discount, $8,050,000 of deferred underwriting discount, $11,215,019 excess fair value of founder shares and $686,869 of actual offering costs. On January 6, 2023, the underwriter agreed to waive any entitlement to the deferred underwriting fee payable due upon the consummation of the initial Business Combination and further agreed to waive any claim it may have in the future to the Trust Account or any monies or other assets therein. See Note 10-Subsequent Events. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2022 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor and the Anchor Investors purchased an aggregate of 11,350,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($11,350,000 in the aggregate). Each Private Placement Warrant is exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On March 8, 2021, the Sponsor paid $25,000 to cover certain expenses on our behalf in consideration of 8,625,000 Class B ordinary shares, par value $0.0001, with a purchase price of approximately $0.003 per share. On October 14, 2021, the Sponsor surrendered 2,875,000 Founder Shares to us for no consideration resulting in an aggregate of 5,750,000 Founder Shares outstanding. The Founder Shares included an aggregate of up to 750,000 shares that were subject to forfeiture by the Sponsor to the extent that the underwriter’s overallotment was not exercised in full or in part, so that the number of Founder Shares collectively represented 20% of the Company’s issued and outstanding ordinary shares after the IPO. Simultaneously with the closing of the IPO, the underwriter exercised the over-allotment in full. Accordingly, the 750,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property. On March 26, 2021, the Sponsor entered into agreements to transfer 20,000 founder shares to each of the six independent directors (120,000 founder shares in aggregate). The shares were transferred at $0.001 per share. On October 19, 2021, the Sponsor entered into certain transfer and subscription agreements with certain funds and accounts managed by subsidiaries of BlackRock, Inc., which are the Anchor Investors in the IPO. At the closing of the business combination, the Anchor Investors will be entitled to purchase from the Sponsor an aggregate of up to 25% of the number of outstanding founder shares at the original purchase price that the Sponsor paid for the Founder Shares. The Sponsor has agreed to transfer the Founder Shares to the Anchor Investors after the completion of a Business Combination. If the Anchor Investors do not own at least 9.8% of the Public Shares at certain determination dates (as described in the transfer and subscription agreements), then up to 50% of the founder shares entitled to be purchased by the Anchor Investors may be forfeited. Up to 25% of the founder shares entitled to be purchased by the Anchor Investors may also be subject to forfeiture and/or other conditions (including earn-outs) on a pro rata basis with the Sponsor during the business combination process. However, in no event will the Anchor Investors be required to forfeit or otherwise be subject to limitations on 50% of the founder shares they will be entitled to purchase (see Note 9). The Company estimated the aggregate fair value of the Founder Shares attributable to the Anchor Investors to be approximately $11,221,269, or $7.81 per share. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the IPO based on the “with and without” method, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities were expensed at the date of IPO in the statement of operations. Offering costs allocated to the Public Shares were charged to shareholders’ deficit upon the completion of the IPO. Promissory Note — Related Party In March 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of December 31, 2021 or the consummation of the IPO. As of December 31, 2022 and 2021, there were $0 and $16,790, respectively, outstanding under the Promissory Note. Administrative Services Agreement Commencing on the date that the Company’s securities are first listed on the Nasdaq Global Market, the Company agreed to pay the Sponsor a total of $2,500 per month for office space, secretarial and administrative services provided to the Company. The Sponsor has waived the administrative services agreement fee and has not paid any amount through December 31, 2022. Working Capital Loans In addition, in order to finance transaction costs in connection with an initial Business Combination, the sponsor, certain of the Company’s officers and directors or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. 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 December 31, 2022 and 2021, no Working Capital Loans were outstanding. |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2022 | |
Shareholders' Equity (Deficit) | |
Shareholders' Equity (Deficit) | NOTE 6 — SHAREHOLDERS’ DEFICIT Preference Shares — outstanding Class A Ordinary Shares — outstanding Class B Ordinary Shares — outstanding Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and holders of Class A Ordinary Shares and holders of Class B Ordinary Shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law; provided that only holders of Class B Ordinary Shares will have the right to vote on the appointment of directors prior to or in connection with the completion of the initial Business Combination. The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A Ordinary Shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of a Business Combination, the ratio at which Class B Ordinary Shares shall convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all Ordinary Shares outstanding upon the completion of the IPO plus all Class A Ordinary Shares and equity-linked securities issued or deemed issued by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any forward purchase securities, any Class A Ordinary Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor 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. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
Warrants | NOTE 7 — WARRANTS The Company accounts for the 22,850,000 warrants that were issued in the IPO (representing 11,500,000 Public Warrants and 11,350,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, 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 statements of operations. Warrants The Company will not be obligated to deliver any Class A Ordinary Shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable, and the Company will not be obligated to issue any Class A Ordinary Shares upon exercise of a Public Warrant unless the Class A Ordinary Share issuable upon such Public Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering registration under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the Public Warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary share issuable upon exercise of the Public Warrants is not effective by the 60th day after the closing of a Business Combination, Public Warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants for cash: ● 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 to each warrant holder; and ● if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30- trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the Class A ordinary share for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants for ordinary shares: ● in whole and not in part; ● at $0.10 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; and ● if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within the 30 - trading day period ending three trading days before the Company send the notice of redemption to the warrant holders. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price and the “Redemption of Warrants for ordinary shares” described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “Redemption of Warrants for ordinary shares” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants are subject to certain transfer restrictions contained in the letter agreement by and among the company, the sponsor and the other parties thereto, as amended from time to time. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable (except for a number of Class A ordinary shares as described above under Redemption of warrants for Class A ordinary shares). If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A ordinary shares and upon completion of such offer, the offeror owns beneficially more than 50% of the outstanding Class A ordinary shares, the holder of the warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant had been exercised, accepted such offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to the offer. If less than 70% of the consideration receivable by the holders of the Class A ordinary shares in the applicable event is payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an established over-the-counter market, and if the holder of the warrant properly exercises the warrant within thirty days following the public disclosure of the consummation of the applicable event by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined in the warrant agreement) minus (B) the value of the warrant based on the Black-Scholes Warrant Value for a Capped American Call on Bloomberg Financial Markets. The Company accounts for the Public Warrants and Private Placement Warrants as liabilities in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the shareholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, as such, the warrants are recorded as derivative liability. Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815 40, and thus the Private Placement Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the issuance of the warrants at the closing of our initial public offering. Accordingly, the Company expects to classify each warrant as a liability at its fair value. The Public Warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. The warrant 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 Company will reassess the classification of the warrants at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 — COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement that was signed on the effective date of the IPO, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option from the date of the IPO to purchase up to 3,000,000 additional Units to cover over-allotments at the IPO price less the underwriting discount. On November 8, 2021 the underwriter exercised the over-allotment option in full, generating an additional $30,000,000 in gross proceeds. As a result of the over-allotment being exercised in full, the Sponsor did not forfeit any Founder Shares back to the Company. The underwriter was paid a cash underwriting discount of $4,600,000 in the aggregate at the closing of the IPO. In addition, $0.35 per Unit, or $8,050,000 in the aggregate, was payable to the underwriter for deferred underwriting commissions. The deferred fee was payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On January 6, 2023, the underwriter agreed to waive any entitlement to the deferred underwriting fee payable due upon the consummation of the initial Business Combination and further agreed to waive any claim it may have in the future to the Trust Account or any monies or other assets therein. See Note 10-Subsequent Events. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9 — FAIR VALUE MEASUREMENTS At December 31, 2022 and 2021, the Company’s warrant liability was valued at $2,050,200 and $13,878,000, respectively. Under the guidance in ASC 815-40, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Placement Warrants must be recorded on the balance sheets at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. The following table presents fair value information as of December 31, 2022 and 2021, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the private warrant liability is classified within Level 3 of the fair value hierarchy. The Company’s transferred the fair value of Public Warrants from a Level 3 measurement to a Level 1 measurement during the period from March 4, 2021 (inception) through December 31, 2021: Private Public Placement Warrant Warrants Warrants Liability Derivative warrant liabilities at March 4, 2021 (inception) $ — $ — $ — Initial fair value at issuance of public and private placement warrants 11,719,000 11,693,000 23,412,000 Change in fair value (4,819,000) (4,715,000) (9,534,000) Transfer of public warrants to Level 1 measurement (6,900,000) — (6,900,000) Level 3 derivative warrant liabilities as of December 31, 2021 — 6,978,000 6,978,000 Change in fair value — (5,949,000) (5,949,000) Level 3 derivative warrant liabilities as of December 31, 2022 $ — $ 1,029,000 $ 1,029,000 The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2022 and 2021: December 31, 2022 (Level 1) (Level 2) (Level 3) Assets Cash and marketable securities held in trust account $ 238,041,492 $ — $ — Liabilities Public Warrants $ 1,021,200 $ — $ — Private Placement Warrants $ — $ — $ 1,029,000 December 31, 2021 (Level 1) (Level 2) (Level 3) Assets Cash and marketable securities held in trust account $ 234,602,881 $ — $ — Liabilities Public Warrants $ 6,900,000 $ — $ — Private Placement Warrants $ — $ — $ 6,978,000 The following table presents the changes in the fair value of derivative warrant liabilities from March 4, 2021 (inception) through December 31, 2022: Private Total Derivative Public Placement Warrant Warrants Warrants Liability Derivative warrant liabilities as of March 4, 2021 (inception) $ — $ — $ — Initial fair value at issuance of public and private placement warrants 11,719,000 11,693,000 23,412,000 Change in fair value (4,819,000) (4,715,000) (9,534,000) Derivative warrant liabilities as of December 31, 2021 6,900,000 6,978,000 13,878,000 Change in fair value (5,878,800) (5,949,000) (11,827,800) Derivative warrant liabilities as of December 31, 2022 $ 1,021,200 $ 1,029,000 $ 2,050,200 Measurement The Company established the initial fair value for the warrants on November 9, 2021, the date of the consummation of the Company’s IPO. The Company used a lattice model and Monte Carlo simulation model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A Ordinary Share and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B Ordinary Shares, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A Ordinary Shares subject to possible redemption (temporary equity), Class A Ordinary Shares (permanent equity) and Class B Ordinary Shares (permanent equity) based on their relative fair values at the initial measurement date. The key inputs into the Monte Carlo simulation model formula were as follows at December 31, 2022 and 2021: Private Placement Warrants December 31, December 31, Input 2022 2021 Ordinary share price $ 10.34 $ 9.86 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 3.98 % 1.33 % Volatility 0.23 % 10.79 % Term 5.32 5.85 Warrant to buy one share $ 1.3440 $ 0.6148 Dividend yield 0.00 % 0.00 % The risk-free interest rate assumption was based on the linearly interpolated Treasury Constant Maturity Rate Curve between five and seven year rates, which was commensurate with the contractual term of the Warrants, which expire on the earlier of (i) six years after the completion of the initial business combination and (ii) upon redemption or liquidation. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements, other than the below. On January 6, 2023, the underwriter agreed to waive any entitlement to the deferred underwriting fee payable due upon the consummation of the initial Business Combination and further agreed to waive any claim it may have in the future to the Trust Account or any monies or other assets therein. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021, respectively. |
Offering Costs Associated with IPO | Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A— “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to shareholders’ deficit or the statement of operations based on the relative value of the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on November 9, 2021, offering costs totaling $24,551,888 (consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, $11,215,019 excess fair value of founder shares and $686,869 of actual offering costs, and $22,769,723 included as a reduction to proceeds, with $1,782,165 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants). On January 6, 2023, the underwriter agreed to waive any entitlement to the deferred underwriting fee payable due upon the consummation of the initial Business Combination and further agreed to waive any claim it may have in the future to the Trust Account or any monies or other assets therein. See Note 10—Subsequent Events. |
Class A Ordinary shares Subject to Possible Redemption | Class A Ordinary shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is 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, 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, at December 31, 2022, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Net Income per Ordinary Share | Net Income Per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. Ordinary shares subject to possible redemption at December 31, 2022 and 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the private placement to purchase an aggregate of 11,350,000 Private Placement Warrants in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The Company’s statements of operations includes a presentation of net income per ordinary share subject to possible redemption and allocates the net income into the two classes of stock in calculating net income per ordinary share, basic and diluted. For redeemable Class A ordinary shares, net income per ordinary share is calculated by dividing the net loss by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance. For non-redeemable Class B ordinary shares, net income per share is calculated by dividing the net income by the weighted average number of non-redeemable Class B ordinary shares outstanding for the period. Non-redeemable Class B ordinary shares include the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of December 31, 2022 and 2021, 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 loss per ordinary share (in dollars, except per share amounts): For the Period from March 4, 2021 (Inception) For the Year Ended Through December 31, 2022 December 31, 2021 Class A ordinary shares subject to possible redemption Numerator: Income attributable to Class A ordinary shares subject to possible redemption Net income $ 11,089,321 $ 2,944,158 Net income attributable to Class A ordinary shares subject to possible redemption $ 11,089,321 $ 2,944,158 Denominator: Weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 23,000,000 4,036,424 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.48 $ 0.73 Non-Redeemable Class B ordinary shares Numerator: Net income Net income $ 2,772,330 $ 4,194,036 Non-redeemable net income $ 2,772,330 $ 4,194,036 Denominator: Weighted average non-redeemable Class B ordinary shares Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares 5,750,000 5,750,000 Basic and diluted net income per share, non-redeemable Class B ordinary shares $ 0.48 $ 0.73 |
Related Parties | Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Warrant Liabilities | Warrant Liabilities The Company accounts for the Public Warrants and Private Placement Warrants exercisable for the Company’s ordinary shares that are not indexed to its own shares as liabilities at fair value on the balance sheet. The Public Warrants and Private Placement Warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the Public Warrants and Private Placement Warrants. At that time, the portion of the warrant liability related to the Public Warrants and Private Placement Warrants will be reclassified to additional paid-in capital. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective on January 1, 2022, with early adoption permitted. Management has evaluated and determined that there is not a material impact on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of calculation of basic and diluted net income per ordinary share | For the Period from March 4, 2021 (Inception) For the Year Ended Through December 31, 2022 December 31, 2021 Class A ordinary shares subject to possible redemption Numerator: Income attributable to Class A ordinary shares subject to possible redemption Net income $ 11,089,321 $ 2,944,158 Net income attributable to Class A ordinary shares subject to possible redemption $ 11,089,321 $ 2,944,158 Denominator: Weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 23,000,000 4,036,424 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.48 $ 0.73 Non-Redeemable Class B ordinary shares Numerator: Net income Net income $ 2,772,330 $ 4,194,036 Non-redeemable net income $ 2,772,330 $ 4,194,036 Denominator: Weighted average non-redeemable Class B ordinary shares Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares 5,750,000 5,750,000 Basic and diluted net income per share, non-redeemable Class B ordinary shares $ 0.48 $ 0.73 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
Schedule of fair value of assets and liabilities on recurring basis | December 31, 2022 (Level 1) (Level 2) (Level 3) Assets Cash and marketable securities held in trust account $ 238,041,492 $ — $ — Liabilities Public Warrants $ 1,021,200 $ — $ — Private Placement Warrants $ — $ — $ 1,029,000 December 31, 2021 (Level 1) (Level 2) (Level 3) Assets Cash and marketable securities held in trust account $ 234,602,881 $ — $ — Liabilities Public Warrants $ 6,900,000 $ — $ — Private Placement Warrants $ — $ — $ 6,978,000 |
Schedule of change in the fair value of the warrant liabilities | Private Public Placement Warrant Warrants Warrants Liability Derivative warrant liabilities at March 4, 2021 (inception) $ — $ — $ — Initial fair value at issuance of public and private placement warrants 11,719,000 11,693,000 23,412,000 Change in fair value (4,819,000) (4,715,000) (9,534,000) Transfer of public warrants to Level 1 measurement (6,900,000) — (6,900,000) Level 3 derivative warrant liabilities as of December 31, 2021 — 6,978,000 6,978,000 Change in fair value — (5,949,000) (5,949,000) Level 3 derivative warrant liabilities as of December 31, 2022 $ — $ 1,029,000 $ 1,029,000 Private Total Derivative Public Placement Warrant Warrants Warrants Liability Derivative warrant liabilities as of March 4, 2021 (inception) $ — $ — $ — Initial fair value at issuance of public and private placement warrants 11,719,000 11,693,000 23,412,000 Change in fair value (4,819,000) (4,715,000) (9,534,000) Derivative warrant liabilities as of December 31, 2021 6,900,000 6,978,000 13,878,000 Change in fair value (5,878,800) (5,949,000) (11,827,800) Derivative warrant liabilities as of December 31, 2022 $ 1,021,200 $ 1,029,000 $ 2,050,200 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | Private Placement Warrants December 31, December 31, Input 2022 2021 Ordinary share price $ 10.34 $ 9.86 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 3.98 % 1.33 % Volatility 0.23 % 10.79 % Term 5.32 5.85 Warrant to buy one share $ 1.3440 $ 0.6148 Dividend yield 0.00 % 0.00 % |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | 10 Months Ended | 12 Months Ended | |
Nov. 09, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2022 USD ($) item $ / shares shares | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||
Condition for future business combination number of businesses minimum | item | 1 | ||
Proceeds from sale of Private Warrants | $ 11,350,000 | ||
Investment of cash into trust account | 234,600,000 | ||
Business completion period | 18 months | ||
Condition for future business combination use of proceeds percentage | 80 | ||
Condition for future business combination threshold 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% | ||
Maximum allowed dissolution expenses | $ 100,000 | ||
Cash | 660,773 | 475,278 | |
Working capital deficit | 167,558 | ||
Working capital | 929,956 | ||
Proceeds from issuance of Class B ordinary shares to the Sponsor | 25,000 | ||
Proceeds from promissory note - related party | 208,995 | ||
Repayment of promissory note - related party | $ 192,205 | $ 16,790 | |
Private Placement Warrants | |||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||
Sale of private placement warrants (in shares) | shares | 11,350,000 | ||
Public Warrants | |||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||
Sale of private placement warrants (in shares) | shares | 11,500,000 | ||
Class B ordinary shares | |||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Initial Public Offering | |||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||
Sale of units, net of underwriting discounts (in shares) | shares | 23,000,000 | 3,000,000 | |
Purchase price, per unit | $ / shares | $ 10 | ||
Proceeds from issuance initial public offering | $ 230,000,000 | ||
Sale of private placement warrants (in shares) | shares | 22,850,000 | ||
Investment of cash into trust account | $ 234,600,000 | ||
Share price | $ / shares | $ 10.20 | ||
Cash | $ 2,111,900 | ||
Private Placement | Private Placement Warrants | |||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||
Sale of private placement warrants (in shares) | shares | 11,350,000 | 11,350,000 | |
Price of warrant | $ / shares | $ 1 | $ 1 | |
Proceeds from sale of Private Warrants | $ 11,350,000 | $ 11,350,000 | |
Over-allotment option | |||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||
Sale of units, net of underwriting discounts (in shares) | shares | 3,000,000 | ||
Purchase price, per unit | $ / shares | $ 10 | ||
Sponsor | Initial Public Offering | |||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||
Proceeds from issuance of Class B ordinary shares to the Sponsor | $ 25,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | ||
Nov. 09, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Cash equivalents | $ 0 | $ 0 | |
Accumulated deficit | (10,268,332) | (20,691,372) | |
Unrecognized tax benefits | 0 | 0 | |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | |
Anti-dilutive securities attributable to warrants (in shares) | 11,350,000 | ||
Initial Public Offering | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Transaction costs | $ 24,551,888 | ||
Underwriting fees | 4,600,000 | $ 4,600,000 | |
Deferred underwriting fee payable | 8,050,000 | $ 8,050,000 | |
Fair value of founder shares | 11,215,019 | ||
Offering costs | 686,869 | ||
Accumulated deficit | 1,782,165 | ||
Reduction to proceeds | $ 22,769,723 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | ||
Net income | $ 7,138,194 | $ 13,861,651 |
Class A ordinary shares included as part of the Units | ||
Summary of Significant Accounting Policies | ||
Net income | 2,944,158 | 11,089,321 |
Net income attributable to Class A ordinary shares subject to possible redemption | $ 2,944,158 | $ 11,089,321 |
Basic weighted average shares outstanding (in shares) | 4,036,424 | 23,000,000 |
Diluted weighted average shares outstanding (in shares) | 4,036,424 | 23,000,000 |
Basic net income per share | $ 0.73 | $ 0.48 |
Diluted net income per share | $ 0.73 | $ 0.48 |
Class B ordinary shares | ||
Summary of Significant Accounting Policies | ||
Net income | $ 4,194,036 | $ 2,772,330 |
Non-redeemable net income | $ 4,194,036 | $ 2,772,330 |
Basic weighted average shares outstanding (in shares) | 5,750,000 | 5,750,000 |
Diluted weighted average shares outstanding (in shares) | 5,750,000 | 5,750,000 |
Basic net income per share | $ 0.73 | $ 0.48 |
Diluted net income per share | $ 0.73 | $ 0.48 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | 12 Months Ended | ||
Nov. 09, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
INITIAL PUBLIC OFFERING | |||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 102% | ||
Cash held outside the Trust Account | $ 475,278 | $ 660,773 | |
Initial Public Offering | |||
INITIAL PUBLIC OFFERING | |||
Number of units sold | 23,000,000 | 3,000,000 | |
Purchase price, per unit | $ 10 | ||
Aggregate share price | $ 10.20 | ||
Net proceeds from IPO | $ 234,600,000 | ||
Cash held outside the Trust Account | 2,111,900 | ||
Transaction costs | 24,551,888 | ||
Underwriting fees | 4,600,000 | $ 4,600,000 | |
Deferred underwriting fee payable | 8,050,000 | $ 8,050,000 | |
Fair value of founder shares | 11,215,019 | ||
Offering costs | $ 686,869 | ||
Initial Public Offering | Public Warrants | |||
INITIAL PUBLIC OFFERING | |||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.5 | ||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | 10 Months Ended | 12 Months Ended | |
Nov. 09, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
PRIVATE PLACEMENT | |||
Aggregate purchase price | $ 11,350,000 | ||
Private Placement Warrants | |||
PRIVATE PLACEMENT | |||
Number of warrants issued | 11,350,000 | ||
Private Placement | Private Placement Warrants | |||
PRIVATE PLACEMENT | |||
Number of warrants issued | 11,350,000 | 11,350,000 | |
Price of warrants | $ 1 | $ 1 | |
Aggregate purchase price | $ 11,350,000 | $ 11,350,000 | |
Number of shares per warrant | 1 | ||
Exercise price of warrant | $ 11.50 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | 10 Months Ended | 12 Months Ended | |||||
Mar. 26, 2021 $ / shares shares | Mar. 08, 2021 USD ($) $ / shares shares | Mar. 04, 2021 D $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Oct. 14, 2021 shares | Sep. 30, 2021 shares | |
Related Party Transaction | |||||||
Aggregate purchase price | $ | $ 25,000 | ||||||
Class B ordinary shares | |||||||
Related Party Transaction | |||||||
Ordinary shares, par value, (per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common shares, shares outstanding | 5,750,000 | ||||||
Founder Shares | Sponsor | |||||||
Related Party Transaction | |||||||
Number of shares issued | 20,000 | ||||||
Aggregate number of shares owned | 120,000 | ||||||
Purchase price, per unit | $ / shares | $ 0.001 | ||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 25% | ||||||
Anchor investors percentage of Public Shares | 9.80% | ||||||
Percentage of subject to forfeiture | 50% | ||||||
Fair value of the Founder Shares | $ | $ 11,221,269 | ||||||
Fair value of share | $ / shares | $ 7.81 | ||||||
Shares no longer subject to forfeiture | 750,000 | ||||||
Number of shares surrender | 2,875,000 | ||||||
Common shares, shares outstanding | 5,750,000 | ||||||
Founder Shares | Sponsor | Class B ordinary shares | |||||||
Related Party Transaction | |||||||
Purchase price, per unit | $ / shares | $ 0.003 | ||||||
Shares subject to forfeiture | 750,000 | ||||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | ||||||
Consideration received | $ | $ 25,000 | ||||||
Consideration received, shares | 8,625,000 | ||||||
Ordinary shares, par value, (per share) | $ / shares | $ 0.0001 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 12 Months Ended | 24 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Promissory note - related party | $ 16,790 | |||
Working Capital Loans Outstanding | $ 0 | |||
Unsecured promissory note | ||||
Related Party Transaction [Line Items] | ||||
Borrowings principal amount | $ 300,000 | |||
Due to related party | $ 0 | 0 | $ 16,790 | |
Administrative Support Agreement | ||||
Related Party Transaction [Line Items] | ||||
Expenses per month | 2,500 | |||
Related Party Loans | Working capital loans warrant | ||||
Related Party Transaction [Line Items] | ||||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | ||
Price of warrant | $ 1 | $ 1 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) - Preference Shares (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Shareholders' Equity (Deficit) | |||
Preference shares, shares authorized | 5,000,000 | 5,000,000 | |
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preference shares, shares issued | 0 | 0 | 0 |
Preference shares, shares outstanding | 0 | 0 | 0 |
Shareholders' Equity (Deficit_2
Shareholders' Equity (Deficit) - Ordinary Shares (Details) | 12 Months Ended | ||
Dec. 31, 2022 Vote $ / shares shares | Dec. 31, 2021 Vote $ / shares shares | Sep. 30, 2021 shares | |
Class A ordinary shares | |||
Shareholders' Equity (Deficit) | |||
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Ordinary shares, votes per share | Vote | 1 | 1 | |
Ordinary shares, shares issued | 0 | 0 | |
Class A ordinary shares subject to possible redemption | |||
Shareholders' Equity (Deficit) | |||
Class A common stock subject to possible redemption, outstanding | 23,000,000 | 23,000,000 | |
Class A ordinary shares not subject to possible redemption | |||
Shareholders' Equity (Deficit) | |||
Ordinary shares, shares issued | 5,750,000 | 5,750,000 | 0 |
Ordinary shares, shares outstanding | 5,750,000 | 5,750,000 | 0 |
Class B ordinary shares | |||
Shareholders' Equity (Deficit) | |||
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares issued | 5,750,000 | ||
Ordinary shares, shares outstanding | 5,750,000 | ||
Ratio to be applied to the stock in the conversion (in percent) | 20 |
Warrants (Details)
Warrants (Details) | 12 Months Ended |
Dec. 31, 2022 D $ / shares shares | |
Initial Public Offering | |
Warrants | |
Number of warrants issued | shares | 22,850,000 |
Warrants. | |
Warrants | |
Maximum period after business combination in which to file registration statement | 20 days |
Period of time within which registration statement is expected to become effective | 60 days |
Private Placement Warrants | |
Warrants | |
Number of warrants issued | shares | 11,350,000 |
Public Warrants | |
Warrants | |
Number of warrants issued | shares | 11,500,000 |
Warrant exercise period condition one | 30 days |
Share price trigger used to measure dilution of warrant | $ 9.20 |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 |
Trading period after business combination used to measure dilution of warrant | D | 20 |
Warrant exercise price adjustment multiple | 115 |
Warrant redemption price adjustment multiple | 180 |
Public Warrants | Redemption of warrants for cash | |
Warrants | |
Warrant redemption condition minimum share price | $ 18 |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Threshold trading days for redemption of public warrants | 20 days |
Threshold consecutive trading days for redemption of public warrants | D | 30 |
Redemption period | 30 days |
Public Warrants | Redemption of warrants for ordinary shares | |
Warrants | |
Warrant redemption condition minimum share price | $ 10 |
Redemption price per public warrant (in dollars per share) | $ 0.10 |
Threshold trading days for redemption of public warrants | 20 days |
Threshold consecutive trading days for redemption of public warrants | D | 30 |
Threshold number of business days before sending notice of redemption to warrant holders | D | 3 |
Redemption period | 30 days |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 12 Months Ended | ||
Nov. 09, 2021 USD ($) shares | Nov. 08, 2021 USD ($) | Dec. 31, 2022 USD ($) item $ / shares shares | |
COMMITMENTS AND CONTINGENCIES | |||
Maximum number of demands for registration of securities | item | 3 | ||
Over-allotment option | |||
COMMITMENTS AND CONTINGENCIES | |||
Sale of units, net of underwriting discounts (in shares) | shares | 3,000,000 | ||
Gross proceeds from sale of units | $ 30,000,000 | ||
Initial Public Offering | |||
COMMITMENTS AND CONTINGENCIES | |||
Granted term | 45 days | ||
Sale of units, net of underwriting discounts (in shares) | shares | 23,000,000 | 3,000,000 | |
Underwriting fees | $ 4,600,000 | $ 4,600,000 | |
Deferred fee per unit | $ / shares | $ 0.35 | ||
Deferred underwriting fee payable | $ 8,050,000 | $ 8,050,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Fair value, liabilities measured on recurring basis, unobservable input reconciliation | |||
Derivative warrant liabilities as of beginning balance | $ 6,978,000 | ||
Initial fair value at issuance of public and private placement warrants | $ 23,412,000 | ||
Change in fair value | (9,534,000) | $ (5,949,000) | |
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 Adjustment of Warrants | |
Transfer of public warrants to Level 1 measurement | (6,900,000) | ||
Derivative warrant liabilities as of ending balance | 6,978,000 | $ 6,978,000 | $ 1,029,000 |
Warrant liability | 13,878,000 | 13,878,000 | 2,050,200 |
Public Warrants | |||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation | |||
Initial fair value at issuance of public and private placement warrants | 11,719,000 | ||
Change in fair value | (4,819,000) | ||
Transfer of public warrants to Level 1 measurement | (6,900,000) | ||
Private Placement Warrants | |||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation | |||
Derivative warrant liabilities as of beginning balance | 6,978,000 | ||
Initial fair value at issuance of public and private placement warrants | 11,693,000 | ||
Change in fair value | (4,715,000) | (5,949,000) | |
Derivative warrant liabilities as of ending balance | 6,978,000 | 6,978,000 | 1,029,000 |
Level 3 | |||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation | |||
Derivative warrant liabilities as of beginning balance | 0 | 13,878,000 | |
Initial fair value at issuance of public and private placement warrants | 23,412,000 | ||
Change in fair value | (9,534,000) | (11,827,800) | |
Derivative warrant liabilities as of ending balance | 13,878,000 | 13,878,000 | 2,050,200 |
Level 3 | Public Warrants | |||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation | |||
Derivative warrant liabilities as of beginning balance | 0 | 6,900,000 | |
Initial fair value at issuance of public and private placement warrants | 11,719,000 | ||
Change in fair value | (4,819,000) | (5,878,800) | |
Derivative warrant liabilities as of ending balance | 6,900,000 | 6,900,000 | 1,021,200 |
Level 3 | Private Placement Warrants | |||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation | |||
Derivative warrant liabilities as of beginning balance | 0 | 6,978,000 | |
Initial fair value at issuance of public and private placement warrants | 11,693,000 | ||
Change in fair value | (4,715,000) | (5,949,000) | |
Derivative warrant liabilities as of ending balance | $ 6,978,000 | $ 6,978,000 | $ 1,029,000 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair value hierarchy the Company's assets and liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and marketable securities held in Trust Account | $ 238,041,492 | $ 234,602,881 |
Liabilities | ||
Warrant Liability | 2,050,200 | 13,878,000 |
Level 1 | Recurring | ||
Assets | ||
Cash and marketable securities held in Trust Account | 238,041,492 | 234,602,881 |
Level 1 | Recurring | Public Warrants | ||
Liabilities | ||
Warrant Liability | 1,021,200 | 6,900,000 |
Level 3 | Recurring | Private Placement Warrants | ||
Liabilities | ||
Warrant Liability | $ 1,029,000 | $ 6,978,000 |
FAIR VALUE MEASUREMENTS - Fai_2
FAIR VALUE MEASUREMENTS - Fair Value Measurements Inputs (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Ordinary share price | ||
FAIR VALUE MEASUREMENTS | ||
Derivative liability, measurement input | 10.34 | 9.86 |
Exercise price | ||
FAIR VALUE MEASUREMENTS | ||
Derivative liability, measurement input | 11.50 | 11.50 |
Risk-free rate of interest | ||
FAIR VALUE MEASUREMENTS | ||
Derivative liability, measurement input | 3.98 | 1.33 |
Volatility | ||
FAIR VALUE MEASUREMENTS | ||
Derivative liability, measurement input | 0.23 | 10.79 |
Term | ||
FAIR VALUE MEASUREMENTS | ||
Derivative liability, measurement input | 5.32 | 5.85 |
Warrant to buy one share | ||
FAIR VALUE MEASUREMENTS | ||
Derivative liability, measurement input | 1.3440 | 0.6148 |
Dividend yield | ||
FAIR VALUE MEASUREMENTS | ||
Derivative liability, measurement input | 0 | 0 |