Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 02, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40639 | |
Entity Registrant Name | PORTAGE FINTECH ACQUISITION CORPORATION | |
Entity Central Index Key | 0001853580 | |
Entity Tax Identification Number | 98-1592069 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 280 Park Avenue | |
Entity Address, Address Line Two | 29F East | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10017 | |
City Area Code | (212) | |
Local Phone Number | 380-5605 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant | |
Trading Symbol | PFTAU | |
Security Exchange Name | NASDAQ | |
Class A ordinary shares included as part of the units | ||
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Trading Symbol | PFTA | |
Security Exchange Name | NASDAQ | |
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | ||
Title of 12(b) Security | Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | PFTAW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 25,911,379 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 6,477,845 |
CONDENSED BALANCE SHEETS (Unaud
CONDENSED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 252,795 | $ 368,687 |
Prepaid expenses | 335,987 | 497,054 |
Total current assets | 588,782 | 865,741 |
Investments held in Trust Account | 266,017,180 | 263,269,821 |
Total Assets | 266,605,962 | 264,135,562 |
Current liabilities | ||
Accrued expenses | 2,172,669 | 1,859,194 |
Total current liabilities | 2,172,669 | 1,859,194 |
Warrant liabilities | 1,979,290 | 3,045,062 |
Deferred underwriting fee payable | 2,539,315 | 2,539,315 |
Total liabilities | 6,691,274 | 7,443,571 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption; 25,911,379 shares at redemption value as of March 31, 2023 and December 31, 2022 | 266,017,180 | 263,269,821 |
Shareholders’ Deficit | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Additional paid-in capital | 6,231,184 | 6,231,184 |
Accumulated deficit | (12,334,324) | (12,809,662) |
Total Shareholders’ Deficit | (6,102,492) | (6,577,830) |
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT | 266,605,962 | 264,135,562 |
Common Class A [Member] | ||
Shareholders’ Deficit | ||
Ordinary shares | ||
Common Class B [Member] | ||
Shareholders’ Deficit | ||
Ordinary shares | $ 648 | $ 648 |
CONDENSED BALANCE SHEETS (Una_2
CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Ordinary shares subject to possible redemption | 25,911,379 | 25,911,379 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 6,477,845 | 6,477,845 |
Common stock, shares outstanding | 6,477,845 | 6,477,845 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating expenses: | ||
General and administrative expenses | $ 590,434 | $ 729,112 |
Loss from operations | (590,434) | (729,112) |
Other income: | ||
Change in fair value of warrant liabilities | 1,065,772 | 2,747,144 |
Investment income earned on Trust Account | 2,747,359 | 92,665 |
Total other income | 3,813,131 | 2,839,809 |
Net income | $ 3,222,697 | $ 2,110,697 |
Weighted average Class A ordinary shares outstanding, basic and diluted | 25,911,379 | 25,911,379 |
Basic and diluted net income per ordinary share, Class A | $ 0.10 | $ 0.07 |
Weighted average Class B ordinary shares outstanding, basic and diluted | 6,477,845 | 6,477,845 |
Basic and diluted net income per ordinary share, Class B | $ 0.10 | $ 0.07 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (Unaudited) - USD ($) | Class A Ordinary Shares [Member] | Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance – January 1, 2022 at Dec. 31, 2021 | $ 648 | $ (17,209,632) | $ (17,208,984) | ||
Beginning Balance, Shares at Dec. 31, 2021 | 6,477,845 | ||||
Remeasurement of Class A ordinary shares to redemption value | (27,827) | (27,827) | |||
Net income | 2,110,697 | 2,110,697 | |||
Balance – March 31, 2022 at Mar. 31, 2022 | $ 648 | (15,126,762) | (15,126,114) | ||
Ending Balance, Shares at Mar. 31, 2022 | 6,477,845 | ||||
Balance – January 1, 2022 at Dec. 31, 2022 | $ 648 | 6,231,184 | (12,809,662) | (6,577,830) | |
Beginning Balance, Shares at Dec. 31, 2022 | 6,477,845 | ||||
Remeasurement of Class A ordinary shares to redemption value | (2,747,359) | (2,747,359) | |||
Net income | 3,222,697 | 3,222,697 | |||
Balance – March 31, 2022 at Mar. 31, 2023 | $ 648 | $ 6,231,184 | $ (12,334,324) | $ (6,102,492) | |
Ending Balance, Shares at Mar. 31, 2023 | 6,477,845 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income | $ 3,222,697 | $ 2,110,697 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Investment income earned on Trust Account | (2,747,359) | (92,665) |
Change in fair value of warrant liabilities | (1,065,772) | (2,747,144) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 161,067 | 165,130 |
Accounts payable and accrued expenses | 313,475 | 114,090 |
Net cash used in operating activities | (115,892) | (449,892) |
Net Change in Cash | (115,892) | (449,892) |
Cash – Beginning | 368,687 | 1,170,049 |
Cash – Ending | 252,795 | 720,157 |
Non-Cash Investing and Financing Activities: | ||
Remeasurement of Class A ordinary shares subject to redemption | $ 2,747,359 | $ 27,827 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Portage Fintech Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on March 17, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “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 March 31, 2023, the Company had not yet commenced any operations. All activity for the period March 17, 2021 (inception) through March 31, 2023 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company 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 generates non-operating income in the form of interest income from the securities held in the Trust Account. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is PFTA I LP, an Ontario limited partnership (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective by the Securities and Exchange Commission (the “SEC”) on July 20, 2021. On July 23, 2021, the Company consummated its Initial Public Offering of 24,000,000 10.00 240.0 The Company incurred offering costs in the Initial Public Offering totaling $ 14,355,016 4,800,000 8,400,000 1,155,016 Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,333,334 1.50 9,500,000 Upon the closing of the Initial Public Offering and the Private Placement, an amount of $ 240.0 10.00 On August 3, 2021, the underwriters notified the Company of their intention to partially exercise the over-allotment option on August 5, 2021 (the “Over-Allotment”). As such, on August 5, 2021, the Company consummated the sale of an additional 1,911,379 10.00 254,850 1.50 19,113,790 382,275 19,113,790 259,113,790 1,051,258 668,983 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds, which are placed in the Trust Account, are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 50 The Company will provide its holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination pursuant to the proxy solicitation rules of the SEC or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company will be required to seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 Notwithstanding the foregoing, the Company’s amended and restated memorandum and articles of association (the “Articles”) provide that, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The Public Shareholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These Public Shares are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company is not required to conduct redemptions pursuant to the proxy solicitation rules as described above, the Company will, pursuant to its Articles, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Company’s Sponsor, officers, directors and advisors have agreed (a) to vote their Founder Shares (as defined in Note 8) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to redeem any shares (including the Founder Shares) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination or a vote to amend the provisions of the Articles relating to shareholders’ rights of pre-Business Combination activity and (c) that the Founder Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor and the Company’s officers, directors and advisors will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or July 23, 2023 (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, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $ 100,000 The Sponsor has agreed that it will 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 the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its shareholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. 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, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern, Liquidity and Management’s Plans As of March 31, 2023, the Company had approximately $ 253,000 1,584,000 The Company has principally financed its operations from inception using proceeds from the sale of its equity securities to its shareholders prior to the Initial Public Offering and such amount of proceeds from the Private Placement that were placed in an account outside of the Trust Account for working capital purposes. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to (other than as described above), loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. 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 new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) ASC Subtopic 205-40, “Presentation of Financial Statements - Going Concern,” the Company has until July 23, 2023 to consummate a Business Combination. It is uncertain whether the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, raises substantial doubt about the Company’s ability to continue as a going concern through approximately one year from the date these unaudited financial statements were issued. Management intends to consummate a Business Combination prior to July 23, 2023. These unaudited financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management 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 unaudited condensed financial statements. These unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a Business Combination. In response to the conflict between Russia and Ukraine, the U.S. and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a Business Combination and the value of the Company’s securities. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023 or for any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 13, 2023. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, 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 March 31, 2023 and December 31, 2022. The Company had $ 252,795 368,687 Investments Held in Trust Account The Company’s portfolio of investments held in trust is comprised substantially of investments in U.S. government securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest earned on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. At March 31, 2023 and December 31, 2022, the Trust Account had $ 266,017,180 263,269,821 Warrant Liabilities The Company evaluated the Public Warrants and the Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 3 and Note 8) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the balance sheets and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statements of operations in the period of change. 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 FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2023 and December 31, 2022, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. The dissolution expense of $100,000 is not included in the redemption value of the Class A ordinary shares subject to redemption since it is only taken into account in the event of the Company’s liquidation. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement adjustment from carrying value to redemption value. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit. At March 31, 2023 and December 31, 2022, the Class A ordinary shares subject to redemption reflected in the condensed balance sheets are reconciled in the following table: Schedule of shares subject to redemption Gross Proceeds $ 259,113,790 Less: Proceeds allocated to Public Warrants (11,539,202 ) Class A ordinary shares issuance costs (14,705,275 ) Add: Remeasurement of carrying value to redemption value 30,400,508 Class A ordinary shares subject to possible redemption at December 31, 2022 263,269,821 Add: Remeasurement of carrying value to redemption value 2,747,359 Class A ordinary shares subject to possible redemption at March 31, 2023 $ 266,017,180 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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, if any, as income tax expense. There were no no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. Net Income (Loss) Per Ordinary Share Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class A ordinary shares’ feature to redeem at fair value means that there is effectively only one class of shares. Changes in fair value are not considered a dividend for the purposes of the numerator in the earnings per share calculation. Net income (loss) per ordinary share is computed by dividing the pro rata net income (loss) between the Class A ordinary shares and the Class B ordinary shares by the weighted average number of ordinary shares outstanding for each of the periods. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 15,225,310 The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: Schedule of basic and diluted net income per ordinary share Three Months Ended Three Months Ended Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 2,578,158 $ 644,539 $ 1,688,558 $ 422,139 Denominator: Basic and diluted weighted average shares outstanding 25,911,379 6,477,845 25,911,379 6,477,845 Basic and diluted net income per ordinary share $ 0.10 $ 0.10 $ 0.07 $ 0.07 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution, which at times may exceed the Federal Depository Insurance Corporation coverage limit of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the warrants (see Note 9). The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A ordinary shares issued were charged to temporary equity and warrants upon the completion of the Initial Public Offering. Offering costs amounting to $ 14,705,275 701,000 Recently Issued Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for the Company for the fiscal year beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended |
Mar. 31, 2023 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On July 23, 2021, the Company sold 24,000,000 10.00 240,000,000 14,355,016 4,800,000 8,400,000 1,155,016 1,911,379 19,113,790 1,051,258 382,275 668,983 Each Unit consists of one of the Company’s Class A ordinary shares, par value $ 0.0001 11.50 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended |
Mar. 31, 2023 | |
Private Placement | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,333,334 1.50 9,500,000 254,850 1.50 382,275 Each Private Placement Warrant is identical to the warrants offered in the Initial Public Offering, except there will be no redemption rights or liquidating distributions from the Trust Account with respect to Private Placement Warrants, which will expire worthless if we do not consummate a Business Combination within the Combination Period. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On March 22, 2021, the Sponsor paid $ 25,000 0.003 7,187,500 0.0001 125,000 25,000 30,000 1,437,500 5,750,000 1,150,000 6,900,000 1,911,379 422,155 6,477,845 The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) following the completion of an initial Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. The sale or transfers of the Founders Shares to independent directors and advisors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. A Business Combination is not probable until it is completed. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. The fair value at the grant date is deemed to be deminis. As of March 31, 2023 and December 31, 2022, the Company determined that a Business Combination is not considered probable until the Business Combination is completed, and therefore, no stock-based compensation expense has been recognized. Promissory Note — Related Party On March 22, 2021, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 181,000 no Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.50 per warrant. The warrants will be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of March 31, 2023 and December 31, 2022, there were no amounts outstanding under the Working Capital Loans. Administrative Services and Reimbursement Agreement Pursuant to an administrative services and reimbursement agreement, on or prior to the closing of the Business Combination, the Company will reimburse the Sponsor or its affiliates for formation and other pre-Initial Public Offering expenses incurred on the Company’s behalf not to exceed $900,000. Further, commencing on July 21, 2021 and until completion of the Company’s initial Business Combination or liquidation, the Company will (a) reimburse the Sponsor or its affiliates up to an amount of $ 10,000 228,000 251,000 987,000 741,000 The Sponsor has paid expenses on behalf of the Company prior to the Company’s Initial Public Offering in an amount of approximately $ 433,000 272,000 no |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on July 21, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of their component securities, as applicable) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A ordinary shares). The holders of the majority 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 consummation 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. Underwriter’s Agreement The Company granted the underwriters a 45-day option to purchase up to 3,600,000 1,911,379 The underwriters were paid a cash underwriting discount of 2.00 5,182,275 3.50 9,068,983 On August 15, 2022, one of the underwriters waived its entitlement to the payment of any deferred fee to be paid under the terms of the underwriting agreement and is no longer serving in an advisor capacity. As a result, the Company recognized $ 298,484 6,231,184 2,539,315 Contingent Fee Arrangements The Company entered into an agreement, dated as of August 18, 2022, with a financial advisor to assist the Company in introducing and facilitating a Business Combination with one or more targets, subject to certain conditions. In the event a Business Combination is consummated with an introduced target, the Company shall pay the financial advisor an M&A fee equal to 1.50% of the aggregate value of the transaction, with a minimum fee of $4,000,000 and total fee not to exceed $9,000,000. Additionally, the Company will reimburse the financial advisor for any out-of-pocket expenses, subject to certain conditions. The Company entered into an agreement, dated as of October 8, 2022, with a financial advisor to assist the Company in facilitating a Business Combination with a specific target, subject to certain conditions. The financial advisor will receive a transaction fee of $ 8,000,000 |
SHAREHOLDERS_ DEFICIT
SHAREHOLDERS’ DEFICIT | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares 1,000,000 0.0001 no Class A Ordinary Shares 300,000,000 0.0001 25,911,379 Class B Ordinary Shares — 30,000,000 0.0001 25,000 7,187,500 1,437,500 5,750,000 1,150,000 6,900,000 1,911,379 422,155 6,477,845 The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Business Combination on a one-for-one basis, subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like. 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 Initial Public Offering 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 Initial Public Offering plus all Class A ordinary shares and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment as provided above, at any time. The Company may issue additional ordinary shares or preference shares to complete its Business Combination or under an employee incentive plan after completion of its Business Combination. |
WARRANT LIABILITIES
WARRANT LIABILITIES | 3 Months Ended |
Mar. 31, 2023 | |
Warrant Liabilities | |
WARRANT LIABILITIES | NOTE 8. WARRANT LIABILITIES The Company accounts for the 15,225,310 8,637,126 6,588,184 Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the consummation of a Business Combination. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants. 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 warrants expire or are redeemed, as specified in the warrant agreement. If a post-effective amendment or a new registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company 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 when the price per Class A ordinary share equals or exceeds $10.00 ● in whole and not in part; ● at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; ● if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends a notice of redemption to the warrant holders; and ● if the closing price of Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted share splits, share dividends, 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, the Company may not exercise its redemption right if the issuance of Class A ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The exercise price and number of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial 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 the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants included in the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of fair value, assets measured on recurring basis Description Level March 31, 2023 December 31, Assets: Investments held in Trust Account (1) 1 $ 266,017,180 $ 263,269,821 Liabilities: Private Placement Warrants (2) 2 856,464 1,317,637 Public Warrants (2) 2 1,122,826 1,727,425 (1) The fair value of the marketable securities held in Trust Account approximates the carrying amount primarily due to their short-term nature. (2) Measured at fair value on a recurring basis. Warrants The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. Subsequent Measurement The Private Placement Warrants and the Public Warrants were initially valued using a Monte Carlo simulation model, which is considered to be a Level 3 fair value measurement. Inherent in an options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The Monte Carlo simulation model was used for estimating the fair value of Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 2 due to the use of an observable market quote in an active market for a similar asset in an active market. For periods subsequent to the detachment of the warrants from the Units, the close price of the Public Warrant price was used as the fair value as of each relevant date. The subsequent measurements of the Private Placement Warrants after the detachment of the Public Warrants from the Units are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and the Public Warrants were as follows: Schedule of private placement warrants Input July 23, Risk-free interest rate 1.03 % Expected term (years) 6 Expected volatility 21.2 % Exercise price $ 11.50 The following table presents the changes in the fair value of Level 3 warrant liabilities: Schedule of warrant liabilities Private Placement Public Warrant Fair value as of April 26, 2021 (inception) $ - $ - $ - Initial measurement on July 23, 2021 8,801,814 11,539,202 20,341,016 Change in fair value as of December 31, 2021 (4,512,906 ) (5,925,070 ) (10,437,976 ) Transfer to Level 1 - (5,614,132 ) (5,614,132 ) Transfer to Level 2 (4,288,908 ) - (4,288,908 ) Fair value as of December 31, 2022 $ - $ - $ - Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement during the year ended December 31, 2022 was $ 5,614,132 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS Management of the Company evaluated events that have occurred after the balance sheet date of March 31, 2023 through the date these financial statements were issued. Based upon the review, other than noted below, management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. On April 5, 2023, the Company issued a promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to $1,250,000 from the Sponsor to fund the Company’s working capital expenses prior to completion of any potential initial business combination. Also on April 5, 2023, the Company made a draw on the Promissory Note of $1,250,000. The Promissory Note is non-interest bearing and payable on the earlier of July 23, 2023 and the date on which the Company consummates a business combination. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023 or for any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 13, 2023. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, 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 March 31, 2023 and December 31, 2022. The Company had $ 252,795 368,687 |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in trust is comprised substantially of investments in U.S. government securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest earned on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. At March 31, 2023 and December 31, 2022, the Trust Account had $ 266,017,180 263,269,821 |
Warrant Liabilities | Warrant Liabilities The Company evaluated the Public Warrants and the Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 3 and Note 8) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the balance sheets and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statements of operations in the period of change. |
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 FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2023 and December 31, 2022, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. The dissolution expense of $100,000 is not included in the redemption value of the Class A ordinary shares subject to redemption since it is only taken into account in the event of the Company’s liquidation. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement adjustment from carrying value to redemption value. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit. At March 31, 2023 and December 31, 2022, the Class A ordinary shares subject to redemption reflected in the condensed balance sheets are reconciled in the following table: Schedule of shares subject to redemption Gross Proceeds $ 259,113,790 Less: Proceeds allocated to Public Warrants (11,539,202 ) Class A ordinary shares issuance costs (14,705,275 ) Add: Remeasurement of carrying value to redemption value 30,400,508 Class A ordinary shares subject to possible redemption at December 31, 2022 263,269,821 Add: Remeasurement of carrying value to redemption value 2,747,359 Class A ordinary shares subject to possible redemption at March 31, 2023 $ 266,017,180 |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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, if any, as income tax expense. There were no no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class A ordinary shares’ feature to redeem at fair value means that there is effectively only one class of shares. Changes in fair value are not considered a dividend for the purposes of the numerator in the earnings per share calculation. Net income (loss) per ordinary share is computed by dividing the pro rata net income (loss) between the Class A ordinary shares and the Class B ordinary shares by the weighted average number of ordinary shares outstanding for each of the periods. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 15,225,310 The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: Schedule of basic and diluted net income per ordinary share Three Months Ended Three Months Ended Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 2,578,158 $ 644,539 $ 1,688,558 $ 422,139 Denominator: Basic and diluted weighted average shares outstanding 25,911,379 6,477,845 25,911,379 6,477,845 Basic and diluted net income per ordinary share $ 0.10 $ 0.10 $ 0.07 $ 0.07 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution, which at times may exceed the Federal Depository Insurance Corporation coverage limit of $ 250,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the warrants (see Note 9). The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A ordinary shares issued were charged to temporary equity and warrants upon the completion of the Initial Public Offering. Offering costs amounting to $ 14,705,275 701,000 |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for the Company for the fiscal year beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of shares subject to redemption | Schedule of shares subject to redemption Gross Proceeds $ 259,113,790 Less: Proceeds allocated to Public Warrants (11,539,202 ) Class A ordinary shares issuance costs (14,705,275 ) Add: Remeasurement of carrying value to redemption value 30,400,508 Class A ordinary shares subject to possible redemption at December 31, 2022 263,269,821 Add: Remeasurement of carrying value to redemption value 2,747,359 Class A ordinary shares subject to possible redemption at March 31, 2023 $ 266,017,180 |
Schedule of basic and diluted net income per ordinary share | Schedule of basic and diluted net income per ordinary share Three Months Ended Three Months Ended Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 2,578,158 $ 644,539 $ 1,688,558 $ 422,139 Denominator: Basic and diluted weighted average shares outstanding 25,911,379 6,477,845 25,911,379 6,477,845 Basic and diluted net income per ordinary share $ 0.10 $ 0.10 $ 0.07 $ 0.07 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value, assets measured on recurring basis | Schedule of fair value, assets measured on recurring basis Description Level March 31, 2023 December 31, Assets: Investments held in Trust Account (1) 1 $ 266,017,180 $ 263,269,821 Liabilities: Private Placement Warrants (2) 2 856,464 1,317,637 Public Warrants (2) 2 1,122,826 1,727,425 (1) The fair value of the marketable securities held in Trust Account approximates the carrying amount primarily due to their short-term nature. (2) Measured at fair value on a recurring basis. |
Schedule of private placement warrants | Schedule of private placement warrants Input July 23, Risk-free interest rate 1.03 % Expected term (years) 6 Expected volatility 21.2 % Exercise price $ 11.50 |
Schedule of warrant liabilities | Schedule of warrant liabilities Private Placement Public Warrant Fair value as of April 26, 2021 (inception) $ - $ - $ - Initial measurement on July 23, 2021 8,801,814 11,539,202 20,341,016 Change in fair value as of December 31, 2021 (4,512,906 ) (5,925,070 ) (10,437,976 ) Transfer to Level 1 - (5,614,132 ) (5,614,132 ) Transfer to Level 2 (4,288,908 ) - (4,288,908 ) Fair value as of December 31, 2022 $ - $ - $ - |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Aug. 05, 2021 | Jul. 23, 2021 | Mar. 31, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Percentage of asset held in trust account | 80% | ||
Business combination, percentage of voting securities | 50% | ||
Business Combination, minimum amount of net tangible assets | $ 5,000,001 | ||
Tax obligation, maximum amount | 100,000 | ||
Operating bank account | 253,000 | ||
Working Capital | $ 1,584,000 | ||
Sponsor [Member] | IPO [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Sale of units in initial public offering | 24,000,000 | ||
Sale of units per share | $ 10 | ||
Sale of units in initial public offering aggragate amount | $ 240,000,000 | ||
Offering costs | 14,355,016 | ||
Underwriting fees | 4,800,000 | ||
Deferred underwriting fees | 8,400,000 | ||
Other Offering costs | $ 1,155,016 | ||
Sponsor [Member] | Private Placement [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Sale of units in initial public offering | 254,850 | 6,333,334 | |
Sale of units per share | $ 1.50 | $ 1.50 | |
Sale of units in initial public offering aggragate amount | $ 19,113,790 | $ 9,500,000 | |
Underwriting fees | $ 382,275 | ||
Sponsor [Member] | Over-Allotment Option [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Sale of units in initial public offering | 1,911,379 | ||
Sale of units per share | $ 10 | ||
Sale of units in initial public offering aggragate amount | $ 19,113,790 | ||
Offering costs | 1,051,258 | ||
Underwriting fees | 382,275 | ||
Deferred underwriting fees | 668,983 | ||
Proceeds from private placement | $ 259,113,790 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Common Class A [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Gross Proceeds | $ 259,113,790 | |
Proceeds allocated to Public Warrants | (11,539,202) | |
Class A ordinary shares issuance costs | (14,705,275) | |
Remeasurement of carrying value to redemption value | $ 2,747,359 | 30,400,508 |
Class A ordinary shares subject to possible redemption at Ending | 263,269,821 | |
Class A ordinary shares subject to possible redemption at Ending | $ 266,017,180 | $ 263,269,821 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Class A [Member] | ||
Numerator: | ||
Allocation of net income, as adjusted | $ 2,578,158 | $ 1,688,558 |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 25,911,379 | 25,911,379 |
Basic and diluted net income per ordinary share | $ 0.10 | $ 0.07 |
Class B [Member] | ||
Numerator: | ||
Allocation of net income, as adjusted | $ 644,539 | $ 422,139 |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 6,477,845 | 6,477,845 |
Basic and diluted net income per ordinary share | $ 0.10 | $ 0.07 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Cash and cash equivalents | $ 252,795 | $ 368,687 |
Marketable Securities | 266,017,180 | 263,269,821 |
Unrecognized tax benefits | 0 | 0 |
Accrued for interest and penalties | 0 | $ 0 |
FDIC Insured limit | 250,000 | |
IPO [Member] | ||
Offering Cost | $ 701,000 | |
Class A Ordinary Shares [Member] | ||
Warrant Sold | 15,225,310 | |
Class A Ordinary Shares [Member] | IPO [Member] | ||
Offering Cost | $ 14,705,275 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | 1 Months Ended | |||
Aug. 05, 2021 | Jul. 23, 2021 | Mar. 31, 2023 | Mar. 22, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Warrants exercise price share | $ 0.01 | |||
Sponsor [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Share Price | $ 0.003 | |||
Sponsor [Member] | IPO [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Sale of units in initial public offering | 24,000,000 | |||
Sale of units per share | $ 10 | |||
Sale of units in initial public offering aggragate amount | $ 240,000,000 | |||
Offering costs | 14,355,016 | |||
Underwriting fees | 4,800,000 | |||
Deferred underwriting fees | 8,400,000 | |||
Other Offering costs | $ 1,155,016 | |||
Share Price | $ 0.0001 | |||
Sponsor [Member] | IPO [Member] | Common Class A [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Warrants exercise price share | $ 11.50 | |||
Sponsor [Member] | Over-Allotment Option [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Sale of units in initial public offering | 1,911,379 | |||
Sale of units per share | $ 10 | |||
Sale of units in initial public offering aggragate amount | $ 19,113,790 | |||
Offering costs | 1,051,258 | |||
Underwriting fees | 382,275 | |||
Deferred underwriting fees | $ 668,983 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - Sponsor [Member] - Private Placement [Member] - USD ($) | 1 Months Ended | |
Aug. 05, 2021 | Jul. 23, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Sale of units in initial public offering | 254,850 | 6,333,334 |
Sale of units per share | $ 1.50 | $ 1.50 |
Sale of units in initial public offering aggragate amount | $ 19,113,790 | $ 9,500,000 |
Underwriting fees | $ 382,275 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||||
Aug. 05, 2021 | Mar. 31, 2021 | Jul. 23, 2021 | Jul. 20, 2021 | Jun. 15, 2021 | Mar. 22, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Apr. 30, 2021 | |
Related Party Transaction [Line Items] | ||||||||||
Number of shares issued | $ 25,000 | |||||||||
Promissory note outstanding | $ 0 | $ 0 | ||||||||
Related Party Loans Description | The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.50 per warrant. The warrants will be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of March 31, 2023 and December 31, 2022, there were no amounts outstanding under the Working Capital Loans. | |||||||||
General and administration expenses | $ 228,000 | $ 251,000 | ||||||||
Accrued expenses | 987,000 | 741,000 | ||||||||
Offering cost outstanding | $ 0 | $ 0 | ||||||||
Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, Shares outstanding | 6,477,845 | 6,477,845 | ||||||||
Common stock, Shares issued | 6,477,845 | 6,477,845 | ||||||||
IPO [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Offering Costs | $ 701,000 | |||||||||
Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares issued | $ 25,000 | |||||||||
Share Price | $ 0.003 | |||||||||
Number of shares issued, shares | 7,187,500 | |||||||||
Principal amount | $ 300,000 | |||||||||
Number of share transferred | 30,000 | |||||||||
Debt value | $ 181,000 | |||||||||
Monthly fee for office space, utilities and administrative support | 10,000 | |||||||||
Due to Sponsor | 433,000 | |||||||||
Offering Costs | $ 272,000 | |||||||||
Sponsor [Member] | Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares issued, shares | 1,150,000 | |||||||||
Number of shares cancelled | 1,437,500 | |||||||||
Common stock, Shares outstanding | 6,900,000 | 5,750,000 | ||||||||
Common stock, Shares issued | 6,900,000 | 5,750,000 | ||||||||
Sponsor [Member] | IPO [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Share Price | $ 0.0001 | |||||||||
Sale of Stock, Number of Shares Issued in Transaction | 24,000,000 | |||||||||
Sponsor [Member] | Over-Allotment Option [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,911,379 | |||||||||
Sponsor [Member] | Over-Allotment Option [Member] | Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares cancelled | 422,155 | |||||||||
Five Independent Directors [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal amount | $ 125,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Oct. 08, 2022 | Aug. 05, 2021 | Jul. 23, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Income | $ 298,484 | ||||
Additional paid-in capital | 6,231,184 | ||||
Deferred underwriting fee payable | $ 2,539,315 | $ 2,539,315 | |||
Contingent Fee description | Company shall pay the financial advisor an M&A fee equal to 1.50% of the aggregate value of the transaction, with a minimum fee of $4,000,000 and total fee not to exceed $9,000,000. Additionally, the Company will reimburse the financial advisor for any out-of-pocket expenses, subject to certain conditions. | ||||
Transaction fee | $ 8,000,000 | ||||
IPO [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Percentage of cash underwriting discount | 2% | ||||
Proceeds from Initial Public Offering | $ 5,182,275 | ||||
Percentage of underwriters deferred fee | 3.50% | ||||
Proceeds from initial public offering for deferred fee | $ 9,068,983 | ||||
Sponsor [Member] | IPO [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Number of Over-Allotment Units | 3,600,000 | ||||
Sale of units in initial public offering | 24,000,000 | ||||
Sponsor [Member] | Over-Allotment Option [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Sale of units in initial public offering | 1,911,379 |
SHAREHOLDERS_ DEFICIT (Details
SHAREHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | ||||||
Aug. 05, 2021 | Mar. 31, 2021 | Jul. 20, 2021 | Jun. 15, 2021 | Mar. 22, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||||||
Preferred stock, Shares authorized | 1,000,000 | 1,000,000 | |||||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, Shares issued | 0 | 0 | |||||
Preferred stock, Shares outstanding | 0 | 0 | |||||
Number of shares issued | $ 25,000 | ||||||
Sponsor [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued | $ 25,000 | ||||||
Number of shares issued, shares | 7,187,500 | ||||||
Sponsor [Member] | Over-Allotment Option [Member] | |||||||
Class of Stock [Line Items] | |||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,911,379 | ||||||
Common Class A [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common Stock Shares Authorized | 300,000,000 | 300,000,000 | |||||
Common Stock Par Value Per Share | $ 0.0001 | $ 0.0001 | |||||
Ordinary shares subject to possible redemption | 25,911,379 | 25,911,379 | |||||
Common Stock, Shares, Issued | 0 | 0 | |||||
Common Stock, Shares, Outstanding | 0 | 0 | |||||
Common Class B [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common Stock Shares Authorized | 30,000,000 | 30,000,000 | |||||
Common Stock Par Value Per Share | $ 0.0001 | $ 0.0001 | |||||
Common Stock, Shares, Issued | 6,477,845 | 6,477,845 | |||||
Common Stock, Shares, Outstanding | 6,477,845 | 6,477,845 | |||||
Common Class B [Member] | Sponsor [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued, shares | 1,150,000 | ||||||
Number of shares forfeited | 1,437,500 | ||||||
Common Stock, Shares, Issued | 6,900,000 | 5,750,000 | |||||
Common Stock, Shares, Outstanding | 6,900,000 | 5,750,000 | |||||
Common Class B [Member] | Sponsor [Member] | Over-Allotment Option [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares forfeited | 422,155 |
WARRANT LIABILITIES (Details Na
WARRANT LIABILITIES (Details Narrative) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Subsidiary, Sale of Stock [Line Items] | |
Share redemption price per share | $ / shares | $ 18 |
Warrant Price | $ / shares | $ 0.01 |
IPO [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrent issued | 15,225,310 |
Public Warrants [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrent issued | 8,637,126 |
Private Placement Warrants [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrent issued | 6,588,184 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments held in Trust Account | [1] | $ 266,017,180 | $ 263,269,821 |
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | [2] | 856,464 | 1,317,637 |
Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | [2] | $ 1,122,826 | $ 1,727,425 |
[1]The fair value of the marketable securities held in Trust Account approximates the carrying amount primarily due to their short-term nature.[2]Measured at fair value on a recurring basis. |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details 1) | 3 Months Ended |
Mar. 31, 2023 $ / shares | |
Fair Value Disclosures [Abstract] | |
Risk-free interest rate | 1.03% |
Expected term (years) | 6 years |
Expected volatility | 21.20% |
Exercise price | $ 11.50 |
FAIR VALUE MEASUREMENTS (Deta_3
FAIR VALUE MEASUREMENTS (Details 2) | 8 Months Ended |
Dec. 31, 2021 USD ($) | |
Private Placement Warrants [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Fair value at beginning balance | |
Initial measurement on July 23, 2021 | 8,801,814 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Issuances | (4,512,906) |
Transfer to Level 1 | |
Transfer to Level 2 | (4,288,908) |
Fair value at ending balance | |
Public Warrants [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Fair value at beginning balance | |
Initial measurement on July 23, 2021 | 11,539,202 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Issuances | (5,925,070) |
Transfer to Level 1 | (5,614,132) |
Transfer to Level 2 | |
Fair value at ending balance | |
Warrant Liabilities [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Fair value at beginning balance | |
Initial measurement on July 23, 2021 | 20,341,016 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Issuances | (10,437,976) |
Transfer to Level 1 | (5,614,132) |
Transfer to Level 2 | (4,288,908) |
Fair value at ending balance |
FAIR VALUE MEASUREMENTS (Deta_4
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||
Fair value of warrants | $ (1,065,772) | $ (2,747,144) | |
Public Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Fair value of warrants | $ 5,614,132 |