Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 08, 2023 | Jun. 30, 2022 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Entity File Number | 001-41113 | ||
Entity Registrant Name | Games & Esports Experience Acquisition Corp. | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Tax Identification Number | 98-1592885 | ||
Entity Address, Address Line One | 7381 La Tijera Blvd. | ||
Entity Address, Address Line Two | P.O. Box 452118 | ||
Entity Address, City or Town | Los Angeles | ||
Entity Address State Or Province | CA | ||
Entity Address, Postal Zip Code | 90045 | ||
City Area Code | 213 | ||
Local Phone Number | 266-7674 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 200,600,000 | ||
Entity Central Index Key | 0001856774 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Auditor Name | BDO USA, LLP | ||
Auditor Firm ID | 243 | ||
Auditor Location | New York | ||
Class A ordinary shares | |||
Document and Entity Information | |||
Title of 12(b) Security | Class A Ordinary Shares | ||
Trading Symbol | GEEX | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 6,360,152 | ||
Class B ordinary shares | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 5,000,000 | ||
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant | |||
Document and Entity Information | |||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant | ||
Trading Symbol | GEEXU | ||
Security Exchange Name | NASDAQ | ||
Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | |||
Document and Entity Information | |||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | ||
Trading Symbol | GEEXW | ||
Security Exchange Name | NASDAQ |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 92,181 | $ 987,106 |
Prepaid expenses | 364,922 | 759,210 |
Cash and U.S. Treasury bills held in Trust Account | 207,840,050 | |
Total Current Assets | 208,297,153 | 1,746,316 |
Cash and Investments held in Trust Account | 205,005,299 | |
Total Assets | 208,297,153 | 206,751,615 |
Current Liabilities: | ||
Accounts payable | 47,500 | 15,716 |
Accrued expenses | 830,170 | 511,532 |
Warrant liability | 637,500 | |
Deferred underwriting commissions | 7,000,000 | |
Total Current Liabilities | 8,515,170 | 527,248 |
Warrant liability | 17,600,000 | |
Deferred underwriting commissions | 7,000,000 | |
Total Liabilities | 8,515,170 | 25,127,248 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption, 20,000,000 shares at redemption value | 207,840,049 | 205,005,299 |
Shareholders' Deficit: | ||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,000,000 shares issued and outstanding | 500 | 500 |
Accumulated deficit | (8,058,566) | (23,381,432) |
Total Shareholders' Deficit | (8,058,066) | (23,380,932) |
Total Liabilities, Shares Subject to Redemption and Shareholders' Deficit | $ 208,297,153 | $ 206,751,615 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Class A ordinary shares subject to possible redemption | ||
Class A ordinary shares subject to possible redemption, shares (in shares) | 20,000,000 | 20,000,000 |
Class B ordinary shares | ||
Class B ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Class B ordinary shares authorized (in shares) | 20,000,000 | 20,000,000 |
Class B ordinary shares issued (in shares) | 5,000,000 | 5,000,000 |
Class B ordinary shares outstanding (in shares) | 5,000,000 | 5,000,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
General and administrative expenses | $ (158,089) | $ (1,812,530) |
Loss from operations | (158,089) | (1,812,530) |
Other income (loss) | ||
Offering costs allocated to derivative warrant liabilities | (419,250) | |
Change in fair value of derivative warrant liabilities | 662,500 | 16,962,500 |
Realized gain on U.S. Treasury bills held in Trust Account | 5,299 | 2,231,679 |
Unrealized gain on U.S. Treasury bills held in Trust Account | 603,071 | |
Total other income | 248,549 | 19,797,250 |
Net income | $ 90,460 | $ 17,984,720 |
Class A ordinary shares | ||
Other income (loss) | ||
Weighted average ordinary shares outstanding, basic | 20,000,000 | |
Weighted average ordinary shares outstanding, diluted | 20,000,000 | |
Basic net income (loss) per ordinary share | $ 0.75 | |
Diluted net income (loss) per ordinary share | $ 0.75 | |
Class A ordinary shares subject to possible redemption | ||
Other income (loss) | ||
Weighted average ordinary shares outstanding, basic | 1,690,141 | 20,000,000 |
Weighted average ordinary shares outstanding, diluted | 1,690,141 | 20,000,000 |
Basic net income (loss) per ordinary share | $ 3.04 | $ 0.75 |
Diluted net income (loss) per ordinary share | $ 3.04 | $ 0.75 |
Class B ordinary shares | ||
Other income (loss) | ||
Weighted average ordinary shares outstanding, basic | 4,385,783 | 5,000,000 |
Weighted average ordinary shares outstanding, diluted | 4,385,783 | 5,000,000 |
Basic net income (loss) per ordinary share | $ (1.15) | $ 0.61 |
Diluted net income (loss) per ordinary share | $ (1.15) | $ 0.61 |
STATEMENTS OF CLASS A ORDINARY
STATEMENTS OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Ordinary Shares Class A ordinary shares | Ordinary Shares Class A ordinary shares subject to possible redemption | Ordinary Shares Class B ordinary shares | Additional Paid-In Capital | Accumulated Deficit | Class A ordinary shares | Class A ordinary shares subject to possible redemption | Class B ordinary shares | Total |
Balance at the beginning at Mar. 21, 2021 | $ 0 | ||||||||
Balance at the beginning (in shares) at Mar. 21, 2021 | 0 | ||||||||
Balance at the beginning at Mar. 21, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Balance at the beginning (in shares) at Mar. 21, 2021 | 0 | 0 | |||||||
Issuance of Class B ordinary shares to GEEX Sponsor, LLC | $ 503 | 24,497 | 25,000 | ||||||
Issuance of Class B ordinary shares to GEEX Sponsor, LLC (in shares) | 5,031,250 | ||||||||
Sale of Public Shares, net of $11,478,593 issuance costs | $ 180,721,407 | ||||||||
Sale of Public Shares, net of $11,478,593 issuance costs (in shares) | 20,000,000 | ||||||||
Forfeiture of Founder Shares | $ (3) | 3 | |||||||
Forfeiture of Founder Shares (in shares) | (31,250) | ||||||||
Private placement Warrants - deemed capital contributions | 787,500 | 787,500 | |||||||
Accretion of Class A ordinary shares subject to possible redemption amount | $ 24,283,892 | (812,000) | (23,471,892) | (24,283,892) | |||||
Net income (loss) | (23,381,432) | ||||||||
Total income from inception to year-end | 90,460 | 90,460 | |||||||
Balance at the ending at Dec. 31, 2021 | $ 205,005,299 | ||||||||
Balance at the ending (in shares) at Dec. 31, 2021 | 20,000,000 | ||||||||
Balance at the ending at Dec. 31, 2021 | $ 0 | $ 205,005,299 | $ 500 | $ 0 | (23,381,432) | (23,380,932) | |||
Balance at the ending (in shares) at Dec. 31, 2021 | 0 | 5,000,000 | |||||||
Adjustment of offering costs on Sale of Public Shares | 172,896 | 172,896 | |||||||
Accretion of Class A ordinary shares subject to possible redemption amount | 2,834,750 | (2,834,750) | $ (2,834,750) | (2,834,750) | |||||
Net income (loss) | $ 14,954,726 | $ 3,029,994 | 15,149,970 | ||||||
Total income from inception to year-end | 17,984,720 | 17,984,720 | |||||||
Balance at the ending at Dec. 31, 2022 | $ 207,840,049 | ||||||||
Balance at the ending (in shares) at Dec. 31, 2022 | 20,000,000 | ||||||||
Balance at the ending at Dec. 31, 2022 | $ 500 | $ (8,058,566) | $ (8,058,066) | ||||||
Balance at the ending (in shares) at Dec. 31, 2022 | 5,000,000 | 20,000,000 | 20,000,000 | 5,000,000 |
STATEMENTS OF CLASS A ORDINAR_2
STATEMENTS OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND CHANGES IN SHAREHOLDERS' DEFICIT (Parenthetical) | 9 Months Ended |
Dec. 31, 2021 USD ($) | |
STATEMENTS OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND CHANGES IN SHAREHOLDERS' DEFICIT | |
Issuance costs | $ 11,478,593 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash Flows used in Operating Activities: | ||
Net income | $ 90,460 | $ 17,984,720 |
Adjustments to reconcile net income to net cash and cash equivalents used in operating activities: | ||
Offering costs expensed | 419,250 | |
Change in fair value of derivative warrant liabilities | (662,500) | (16,962,500) |
Realized gain on U.S. Treasury bills held in Trust Account | (2,231,679) | |
Unrealized gain on U.S. Treasury bills held in Trust Account | (603,071) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (759,210) | 394,287 |
Accounts payable | 15,716 | 31,784 |
Accrued expenses | 20,681 | 491,534 |
Net cash used in operating activities | (875,603) | (894,925) |
Cash Flows from Investing Activities: | ||
Investment in Trust Account | (205,000,000) | |
Interest reinvested in the Trust Account | (5,299) | |
Redemption of U.S. government treasury obligations | 618,056,003 | |
Purchase of U.S. government treasury obligations | (618,056,003) | |
Net cash used in investing activities | (205,005,299) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of ordinary shares to founder | 25,000 | |
Proceeds from promissory note - related party | 450,684 | |
Repayment of promissory note - related party | (450,684) | |
Proceeds from Private Placement warrants | 11,250,000 | |
Proceeds from sale of Units, net of underwriting discounts paid | 196,250,000 | |
Payment of offering costs | (656,992) | |
Net cash from financing activities | 206,868,008 | |
Net change in cash | 987,106 | (894,925) |
Cash-beginning of the period | 987,106 | |
Cash-end of the period | 987,106 | 92,181 |
Supplemental Disclosure of Non-cash Investing and Financing Activities: | ||
Offering costs included in accrued expenses | 490,852 | |
Accretion of Class A ordinary shares subject to possible redemption | 2,834,750 | |
Reduction of offering costs incurred for the IPO | $ 172,896 | |
Deferred offering costs included in accrued expenses | $ 7,000,000 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Description of Organization, Business Operations and Basis of Presentation | |
Description of Organization, Business Operations and Basis of Presentation | Note 1 - Description of Organization, Business Operations and Basis of Presentation Games & Esports Experience Acquisition Corp (the “Company”) is a blank check company incorporated in the Cayman Islands as an exempted company on March 22, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (any such business combination involving the Company, a “business combination”). The Company may pursue an acquisition opportunity in any industry or geographic region. The Company has selected December 31 as its fiscal year-end. As of December 31, 2022, the Company had not commenced operations. All activity for the period from March 22, 2021(inception) to December 31, 2022 relates to the Company’s formation and initial public offering (the “IPO”). The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of realized gains on cash from the proceeds derived from the IPO. Sponsor and IPO Financing The Company’s sponsor is GEEX Sponsor, LLC (the “Sponsor”). The registration statement for the IPO was declared effective on December 1, 2021. On December 7, 2021, the Company consummated its IPO of 20,000,000 units at $10.00 per unit (the “Units”), which is discussed in Note 3, and the private sale of 11,250,000 warrants (“Private Placement Warrants”) to the Sponsor at a price of $1.00 per warrant in a private placement that closed simultaneously with the IPO (the “Private Placement”). Each Unit consists of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A ordinary shares”) and one Transaction costs related to the IPO amounted to $11,724,947 consisting of $3,750,000 of underwriting commissions (net of $250,000 in underwriter expense reimbursement to the Company), $7,000,000 of deferred underwriting commissions, and $974,947 of other offering costs. Of the total offering costs from the IPO, $419,250 was expensed and $11,305,697 was charged to shareholders’ equity. Trust Account Upon the closing of the IPO and the Private Placement, $205,000,000 has been placed in a trust account (the “Trust Account”). Following the closing of the IPO on December 7, 2021, an amount of $205,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants were placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial business combination; (ii) the redemption of any Class A ordinary shares included in the Units sold in the IPO (the “public shares”) properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial business combination within 15 months from the closing of the IPO (or up to 24 months if the period of time to consummate an initial business combination is extended pursuant to the terms of the Company’s amended and restated memorandum and articles of association) (such period, the “completion window”) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (iii) the redemption of the public shares if the Company is unable to complete its initial business combination within the completion window, subject to applicable law. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all the net proceeds are intended to be applied toward consummating a business combination. There is no assurance that the Company will be able to complete a business combination successfully. The Company must complete its initial business combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding any deferred underwriter’s fees and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial business combination. The Company anticipates structuring the initial business combination so that the post-business combination company in which public Shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. The Company may, however, structure the initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or Shareholders or for other reasons, but the Company will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended. Concurrently with an initial business combination the Company currently intends to combine with Gamers Club Holdings, LLC (“Gamers Club”), an affiliate of the Sponsor. Gamers Club is a gaming technology subscription platform and community hub based in Brazil with a substantial presence in Latin America that offers a range of competitive gaming-related functionality, including matchmaking, tournament and league play, editorial and news content, and other services. The Company has not entered into any definitive agreement with Gamers Club, nor agreed to valuation or other key terms and conditions with respect to such a possible combination transaction. Liquidation See Note 9 – Subsequent Events regarding the conditions for the Company’s liquidation. Going Concern and Liquidity At December 31, 2022, the Company had $92,181 of cash to be utilized for operations, and $207,840,050 in cash held in the Trust Account to be used for an initial business combination or to repurchase its public shares in connection therewith and a working capital deficit of $420,567. The Company will be using the cash for operations to pay existing accounts payable, paying the legal, accounting and regulatory costs and expenses of being a public company, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the initial business combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (see Note 5). 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, suspending the pursuit of an initial business combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. As a result of the above, in connection with the Company’s assessment of going concern considerations, management has determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through approximately one year from the date the financial statements were issued. The 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. Risk and Uncertainties The COVID-19 pandemic, as classified by the World Health Organization (“WHO”), and global responses to it have had dramatic adverse consequences for the global economy, and have significantly contributed to deteriorating macroeconomic conditions. The full extent of the nature and scope of the consequences are still difficult to evaluate, and their future course is impossible to predict with confidence. Management continues to evaluate the impact of the COVID-19 outbreak 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 search for a target company, the specific impact is not readily determinable as of the date of these financial statements. United States and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions that began in February 2022 from the conflict between Russia and Ukraine that have resulted in the deployment of military forces to eastern Europe, sanctions and other restrictive actions against Russia, Belarus and related individuals and entities. Although the length and impact of the ongoing military conflict in Ukraine is highly unpredictable, the conflict has and could continue to lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain disruptions. Additionally, Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any of the above mentioned factors could adversely affect the search for any target business with which the Company may ultimately consummate the initial Business Combination. The extent and duration of conflict, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions may affect the Company’s ability to raise equity or debt financing in connection with any particular Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). 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 will elect not to opt out of such extended transition period which means that when an accounting 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 accounting standard at the time private companies adopt the new or revised standard. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which at times, may exceed federally insured limits and receivables from a related party and a vendor. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments approximates the carrying amounts represented in the balance sheet. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with, and credit quality of, the financial institution with which it invests. The Company had $92,181 of cash as of December 31, 2022 and $987,106 as of December 31, 2021. There are no cash equivalents as of December 31, 2022 or December 31, 2021. Cash and U.S. Treasury Bills Held in Trust Account As of December 31, 2022, the assets held in the Trust Account were $207,839,362 in United States Treasury Bills and $688 in cash. As of December 31, 2021, the assets held in the Trust Account were cash in the amount of $205,005,299. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. The Company incurred offering costs aggregating to $11,724,947 as a result of the IPO, consisting of $3,750,000 of underwriting commissions (net of $250,000 in underwriter expense reimbursements to the Company), $7,000,000 of deferred underwriting commissions, and $974,947 of other offering costs. During the year ended December 31, 2022, the Company reduced accrued expenses related to offering costs associated with the IPO by $172,896 due to the correction of an immaterial error related to incurred expenses by the underwriters during the current period. Deferred Offering Costs Deferred offering costs consist of legal, underwriting, and accounting expenses incurred through the balance sheet date that were directly related to the IPO. The Company uses a relative fair value method to allocate costs between amounts charged to expense in the Statements of Operations and those that are charged to shareholders’ equity upon the completion of the IPO. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement . Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. The most significant estimate is the valuation of the derivative warrant liabilities. Income Taxes Financial Accounting Standards Board (“FASB”) ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be de minimis for the period from January 1, 2022 through December 31, 2022. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging The Company accounts for its warrants to purchase Class A ordinary shares as liabilities at fair value on the balance sheet. The warrants will be re-evaluated for the proper accounting treatment at each reporting period and are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the Statements of Operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants. At that time, the portion of the liability related to the warrants will be reclassified to additional paid-in capital. Ordinary Shares Subject to Possible Redemption All of the 20,000,000 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the initial business combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. Redemption provisions not solely within the control of the Company require Class A ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in-capital, or in the absence of additional paid-in capital, in accumulated deficit. For the year ended December 31, 2022, the Company recorded an accretion charge of $2,834,750. Net Income (Loss) Per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. Net income (loss) for the period from inception to IPO was allocated fully to Class B ordinary shares. Diluted net income (loss) per share attributable to ordinary shareholders adjusts the basic net income (loss) per share attributable to ordinary shareholders and the weighted-average ordinary shares outstanding for the potentially dilutive impact of outstanding warrants. However, because the warrants are anti-dilutive, diluted income (loss) per ordinary share is the same as basic income (loss) per ordinary share for the period presented. With respect to the accretion of Class A ordinary shares subject to possible redemption, the Company treated accretion in the same manner as a dividend, paid to the shareholder in the calculation of the net income (loss) per ordinary share. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For The Year Ended December 31, 2022 Net income $ 17,984,720 Less: Accretion of Class A redeemable shares to redemption value (2,834,750) Net income excluding accretion of Class A redeemable shares to redemption value $ 15,149,970 For The Year Ended December 31, 2022 Class A Redeemable Class B Total number of shares 20,000,000 5,000,000 Ownership percentage 80 % 20 % Allocation of net income $ 14,387,776 $ 3,596,944 Total income allocated $ 14,387,776 $ 3,596,944 Less: Accretion allocation based on ownership percentage (2,267,800) (566,950) Plus: accretion applicable to Class A redeemable shares 2,834,750 — Total income by Class $ 14,954,726 $ 3,029,994 Weighted average shares 20,000,000 5,000,000 Basic and diluted net income per ordinary share $ 0.75 $ 0.61 For the period from March 22, 2021 (inception) through December 31, 2021 Net loss from inception to IPO date $ (465,625) Net income from IPO date to year-end $ 556,085 Total income from inception to year-end 90,460 Less: Accretion of Class A redeemable shares to redemption value (23,471,892) Net loss including accretion of Class A redeemable shares to redemption value $ (23,381,432) For the period from March 22, 2021 (inception) through December 31, 2021 Class A Redeemable Class B Total number of shares 20,000,000 5,000,000 Ownership percentage 80 % 20 % Allocation of net loss – inception to date of initial public offering — (465,625) Allocation of net income – from date of initial public offering to year-end 444,868 111,217 Total income (loss) allocated $ 444,868 $ (354,408) Less: Accretion allocation based on ownership percentage (18,777,514) (4,694,378) Plus: accretion applicable to Class A redeemable shares 23,471,892 — Total income (loss) by Class $ 5,139,246 $ (5,048,786) Weighted average shares 1,690,141 4,385,783 Basic and diluted net income (loss) per ordinary share $ 3.04 $ (1.15) Recent Accounting Pronouncements In August 2020, FASB issued 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) Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s audited financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Initial Public Offering | |
Initial Public Offering | Note 3 - Initial Public Offering On December 7, 2021, the Company sold 20,000,000 Units, at a purchase price of $10.00 per Unit, which included 2,500,000 Units issued pursuant to the partial exercise of the underwriters’ over-allotment option. Each Unit consists of one Class A ordinary share of the Company and one Following the closing of the IPO on December 7, 2021, $205,000,000 ($10.00 per Unit), consisting of $196,000,000 of the net proceeds from the sale of the Units in the IPO and $9,000,000 of the net proceeds from the sale of the Private Placement Warrants was deposited into the Trust Account. The net proceeds deposited into the Trust Account will be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2022 | |
Private Placement | |
Private Placement | Note 4 - Private Placement On December 7, 2021, simultaneously with the closing of the IPO, the Sponsor purchased from the Company 11,250,000 Private Placement Warrants, at $1.00 per Private Placement Warrant, for a total purchase price of $11,250,000. Each Private Placement Warrant is identical to the Public Warrants, except as provided herein. The Private Placement Warrants will not be transferable, assignable or salable until 30 days after the consummation of the initial business combination except to permitted transferees and are not redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | Note 5 - Related Party Transactions Founder Shares On April 21, 2021, the Sponsor purchased 4,312,500 Class B ordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares”) for $25,000, or approximately $0.006 per share. On December 1, 2021, in connection with the increase in the size of the IPO, the Company effected a share dividend of 0.16666667 of a share per outstanding Class B ordinary share, which increased the Founder Shares outstanding to 5,031,250. This resulted in the Sponsor owning 4,856,250 Founder Shares, and certain directors and advisors of the Company owning an aggregate of 175,000 Founder Shares. On December 7, 2021, in connection with the partial exercise of the underwriters’ overallotment option, the Sponsor surrendered and forfeited 31,250 Founder Shares for no consideration to the Company, which resulted in the Sponsor owning 4,825,000 Founder Shares and certain directors and advisors of the Company owning an aggregate of 175,000 Founder Shares . The Company’s initial shareholders, including the Sponsor and the Company’s directors, executive officers and advisors, have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year Promissory Note - Related Party On April 6, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note. This loan was non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the completion of the IPO. As of December 31, 2022 and December 31, 2021, there were no amounts outstanding under this note. Working Capital Loan In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers or directors may, but are not obligated to, loan us funds. Up to $1,500,000 of such working capital loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. |
Commitments & Contingencies
Commitments & Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments & Contingencies | |
Commitments & Contingencies | Note 6 - Commitments & Contingencies Underwriting Agreement On December 7, 2021, the Company paid a cash underwriting discount of $3,750,000 (net of $250,000 in underwriter expense reimbursement to the Company). The underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $7,000,000 in the aggregate, upon the completion of the Company’s initial business combination subject to the terms of the underwriting agreement. Registration Rights The holders of the Founder Shares and Private Placement Warrants and warrants that may be issued upon conversion of any working capital loans are entitled to registration rights pursuant to the terms of a registration rights agreement, dated December 1, 2021, with the Company. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial business combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), to become effective until termination of the applicable lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | Note 7 - Fair Value Measurements The following table presents information about the Company’s assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Significant deviations from these estimates and inputs could result in a material change in fair value. December 31, December 31, Description Level 2022 Level 2021 Assets: Investments held in Trust Account 1 $ 207,840,050 1 $ 205,005,299 Liabilities: Private Placement Warrants 2 $ 337,500 3 $ 9,900,000 Public Warrants 1 $ 300,000 3 $ 7,700,000 The Public Warrants and Private Placement Warrants were accounted for as liabilities and are presented within liabilities on the balance sheet. 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 derivative warrant liabilities in the Statements of Operations. Transfers between Levels 1, 2, and 3 are recognized at the end of the reporting period. For December 31, 2022, the Public Warrants are classified as Level 1 due to the use of an observable market quote in an active market for these securities. As the transfer of Private Placement Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant, with an insignificant adjustment for short-term marketability restrictions. As such, the Private Placement Warrants are classified as Level 2. For December 31, 2021, the Company used a Monte Carlo simulation model to value the Public Warrants and the Private Placement Warrants based on a multipath random event model and future projections of the various potential outcomes and any reset projections based on future financing events. The Public Warrants and Private Placement Warrants were classified within Level 3 of the fair value hierarchy at the measurement The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the period from March 22, 2021 (inception) through December 31, 2021 is summarized as follows: Level 3 derivative warrant liabilities at March 22, 2021 (inception) $ — Issuance of Public and Private Warrants 18,262,500 Change in fair value of Public and Private Warrants (662,500) Level 3 derivative warrant liabilities as of December 31, 2021 $ 17,600,000 The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the period ended December 31, 2022 is summarized as follows: Level 3 derivative warrant liabilities at January 1, 2022 $ 17,600,000 Transfers out of Level 3 into Level 2 $ (9,900,000) Transfers out of Level 3 into Level 1 $ (7,700,000) Level 3 derivative warrant liabilities at December 31, 2022 $ — Private warrants were transferred out of Level 3 and into Level 2 because they have substantially the same terms as the public warrants, a Level 1 asset. Public warrants were transferred out of Level 3 and into Level 1 because observable market inputs are now available. The key inputs Private Placement Warrants Public Warrants Risk-free interest rate 1.37 % 1.37 % Expected term 6.25 years 6.25 years Expected volatility of underlying stock 8-15 % 8-14.5 % Dividends 0 % 0 % Probability of business combination 90 % 90 % Redemption feature Yes No The following table presents the changes in the fair Derivative warrant liabilities at January 1, 2022 $ 17,600,000 Change in fair value (16,962,500) Fair Value as of December 31, 2022 $ 637,500 |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Shareholders' Equity | |
Shareholders' Equity | Note 8 – Shareholders’ Equity Class A Ordinary Shares - issued Class B Ordinary Shares - . Prior to the initial business combination, only holders of Class B ordinary shares will have the right to vote on the appointment of directors. Holders of the Class A ordinary shares included in the Units will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of the initial business combination, holders of a majority of the Class B ordinary shares may remove a member of the Company’s board of directors for any reason. These provisions of the Company’s memorandum and articles of association may only be amended by a special resolution passed by at least two-thirds majority of such shareholders as, being entitled to do so, vote in person or by proxy at a general meeting of the Company, which shall include the affirmative vote of a simple majority of the Class B ordinary shares. With respect to any other matter submitted to a vote of the Company’s shareholders, including any vote in connection with the initial business combination, except as required by law, holders of Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, with each share entitling the holder to one vote. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial business combination or earlier at the option of the holders on a one for one basis, subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustments. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial 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 (i) the total number of ordinary shares (including Class B ordinary shares) issued and outstanding upon completion of the IPO, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination (net of the number of Class A ordinary shares redeemed in connection with the initial business combination), excluding the forward purchase shares and any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any shares issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of working capital loans made to the Company. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. Preference Shares - issued Public Warrants and Private Placement Warrants Company warrants may only be exercised for a whole number of shares. No fractional Class A ordinary shares will be issued upon exercise of the warrants. The warrants will become exercisable 30 days after the completion of an initial business combination. The warrants will expire five years after the completion of an initial business combination or earlier upon redemption or liquidation. No Company warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such shares. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective within 60 business days from the consummation of an initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption from registration the Securities Act. No Company warrants will be exercisable and the Company will not be obligated to issue Class A ordinary shares unless at the time a holder seeks to exercise such warrant, a prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants is current and the Class A ordinary shares have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use its commercially reasonable efforts to meet these conditions and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants. However, the Company cannot guarantee that it will be able to do so and, if the Company does not maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants, holders will be unable to exercise their warrants and the Company will not be required to settle any such warrant exercise. If the prospectus relating to the Class A ordinary shares issuable upon the exercise of the warrants is not current or if the Class A ordinary shares are not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless. The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant: ● at any time while the warrants are exercisable; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share, for any 20 trading days within a 30 -trading day period ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying such warrants at the time of redemption and for the entire 30 -day trading period referred to above and continuing each day thereafter until the date of redemption. The Company may call the warrants for redemption, in whole and not in part, at a price of $0.10 per warrant: ● at any time while the warrants are exercisable; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder, provided that warrant holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares determined by reference to an agreed table based on the redemption date and the “ Fair Market Value ” (as defined in the warrant agreement) of the Class A ordinary shares; ● if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per public share for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $10.00 per share; ● if the closing price of the Class A ordinary shares for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share, the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and ● if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying such warrants at the time of redemption and for the entire 30 -day trading period referred to above and continuing each day thereafter until the date of redemption. 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 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 an initial business combination on the date of the completion of an 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 an 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 greater of the Market Value and the Newly Issued Price, the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Private Placement Warrants and their component securities will not be transferable, assignable or salable until 30 days after the completion of an initial business combination, subject to certain limited exceptions. Except as described below, the Private Placement Warrants are identical to the Public Warrants included as part of the Units sold in the IPO, except that (i) the Private Placement Warrants are subject to certain transfer restrictions until 30 days following the consummation of the Company’s initial business combination; (ii) so long as they are held by the Sponsor or its permitted transferees, the Private Placement Warrants are not redeemable and may be exercised on a cashless basis, subject to certain limited exceptions; and (iii) the holders thereof are entitled to certain registration rights. If the initial business combination is not completed within 24 months from the closing of the IPO, the Private Placement Warrants will expire worthless. The Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the initial business combination. The Private Placement Warrants are subject to the transfer restrictions and will not be redeemable so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants included in the Units sold in the IPO. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the warrants sold as part of the Units in the IPO. The Company evaluated the Public Warrants and the Private Placement Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in FASB Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares, among other conditions for equity classification. Pursuant to such evaluation, the Company further evaluated the Public Warrants and the Private Placement Warrants under ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | |
Subsequent Events | Note 9 – Subsequent Events The Company evaluated events that have occurred after the balance sheet date through the date on which the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, except as described below. On March 6, 2023, the Company held an extraordinary general meeting of shareholders, where the shareholders approved a special resolution (the “Extension Proposal”) to amend the Company’s amended and restated memorandum and articles of association to (i) extend from March 7, 2023 to December 7, 2023 (the “Extended Date”) the date by which, if the Company had not consummated an initial business combination, the Company must liquidate and dissolve, (ii) allow the Company, without another shareholder vote, to elect to extend the date to consummate an initial business combination on a monthly basis for up to nine times by an additional one month each time up to the Extended Date, upon five days’ advance notice prior to the applicable deadlines, until December 7, 2023, unless the closing of the Company’s initial business combination shall have occurred, and (iii) cancel the automatic three-month extension period in the Company’s amended and restated memorandum and articles of association to which the Company was entitled upon filing a preliminary proxy statement, registration statement or similar filing for an initial business combination during (a) the 15-month On March 3, 2023, the Company entered into an unsecured promissory note (the “Sponsor Note”) to the Sponsor, which provides for borrowings from time to time of up to an aggregate of $1,000,000 which may be drawn by the Company and used for working capital purposes and/or to finance monthly deposits into the Company’s Trust Account for each public share that was not redeemed in connection with the extension of the Company’s termination date from March 7, 2023 to December 7, 2023. The Sponsor Note does not bear interest and is repayable in full upon the earlier of the consummation of the Company’s initial business combination or the date the Company liquidates the Trust Account established in connection with the IPO upon the failure of the Company to consummate an initial business combination within the requisite time period. On March 3, 2023, the Company borrowed $350,000 under the Sponsor Note and deposited $140,000 into the Trust Account to fund the initial one-month extension of the Company’s termination date until April 7, 2023. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). 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 will elect not to opt out of such extended transition period which means that when an accounting 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 accounting standard at the time private companies adopt the new or revised standard. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which at times, may exceed federally insured limits and receivables from a related party and a vendor. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments approximates the carrying amounts represented in the balance sheet. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with, and credit quality of, the financial institution with which it invests. The Company had $92,181 of cash as of December 31, 2022 and $987,106 as of December 31, 2021. There are no cash equivalents as of December 31, 2022 or December 31, 2021. |
Cash and U.S. Treasury Bills Held in Trust Account | Cash and U.S. Treasury Bills Held in Trust Account As of December 31, 2022, the assets held in the Trust Account were $207,839,362 in United States Treasury Bills and $688 in cash. As of December 31, 2021, the assets held in the Trust Account were cash in the amount of $205,005,299. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. The Company incurred offering costs aggregating to $11,724,947 as a result of the IPO, consisting of $3,750,000 of underwriting commissions (net of $250,000 in underwriter expense reimbursements to the Company), $7,000,000 of deferred underwriting commissions, and $974,947 of other offering costs. During the year ended December 31, 2022, the Company reduced accrued expenses related to offering costs associated with the IPO by $172,896 due to the correction of an immaterial error related to incurred expenses by the underwriters during the current period. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of legal, underwriting, and accounting expenses incurred through the balance sheet date that were directly related to the IPO. The Company uses a relative fair value method to allocate costs between amounts charged to expense in the Statements of Operations and those that are charged to shareholders’ equity upon the completion of the IPO. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement . |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. The most significant estimate is the valuation of the derivative warrant liabilities. |
Income Taxes | Income Taxes Financial Accounting Standards Board (“FASB”) ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be de minimis for the period from January 1, 2022 through December 31, 2022. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging The Company accounts for its warrants to purchase Class A ordinary shares as liabilities at fair value on the balance sheet. The warrants will be re-evaluated for the proper accounting treatment at each reporting period and are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the Statements of Operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants. At that time, the portion of the liability related to the warrants will be reclassified to additional paid-in capital. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption All of the 20,000,000 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the initial business combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. Redemption provisions not solely within the control of the Company require Class A ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in-capital, or in the absence of additional paid-in capital, in accumulated deficit. For the year ended December 31, 2022, the Company recorded an accretion charge of $2,834,750. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. Net income (loss) for the period from inception to IPO was allocated fully to Class B ordinary shares. Diluted net income (loss) per share attributable to ordinary shareholders adjusts the basic net income (loss) per share attributable to ordinary shareholders and the weighted-average ordinary shares outstanding for the potentially dilutive impact of outstanding warrants. However, because the warrants are anti-dilutive, diluted income (loss) per ordinary share is the same as basic income (loss) per ordinary share for the period presented. With respect to the accretion of Class A ordinary shares subject to possible redemption, the Company treated accretion in the same manner as a dividend, paid to the shareholder in the calculation of the net income (loss) per ordinary share. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For The Year Ended December 31, 2022 Net income $ 17,984,720 Less: Accretion of Class A redeemable shares to redemption value (2,834,750) Net income excluding accretion of Class A redeemable shares to redemption value $ 15,149,970 For The Year Ended December 31, 2022 Class A Redeemable Class B Total number of shares 20,000,000 5,000,000 Ownership percentage 80 % 20 % Allocation of net income $ 14,387,776 $ 3,596,944 Total income allocated $ 14,387,776 $ 3,596,944 Less: Accretion allocation based on ownership percentage (2,267,800) (566,950) Plus: accretion applicable to Class A redeemable shares 2,834,750 — Total income by Class $ 14,954,726 $ 3,029,994 Weighted average shares 20,000,000 5,000,000 Basic and diluted net income per ordinary share $ 0.75 $ 0.61 For the period from March 22, 2021 (inception) through December 31, 2021 Net loss from inception to IPO date $ (465,625) Net income from IPO date to year-end $ 556,085 Total income from inception to year-end 90,460 Less: Accretion of Class A redeemable shares to redemption value (23,471,892) Net loss including accretion of Class A redeemable shares to redemption value $ (23,381,432) For the period from March 22, 2021 (inception) through December 31, 2021 Class A Redeemable Class B Total number of shares 20,000,000 5,000,000 Ownership percentage 80 % 20 % Allocation of net loss – inception to date of initial public offering — (465,625) Allocation of net income – from date of initial public offering to year-end 444,868 111,217 Total income (loss) allocated $ 444,868 $ (354,408) Less: Accretion allocation based on ownership percentage (18,777,514) (4,694,378) Plus: accretion applicable to Class A redeemable shares 23,471,892 — Total income (loss) by Class $ 5,139,246 $ (5,048,786) Weighted average shares 1,690,141 4,385,783 Basic and diluted net income (loss) per ordinary share $ 3.04 $ (1.15) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, FASB issued 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) Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s audited financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Schedule of calculation of basic and diluted income (loss) per ordinary share | For The Year Ended December 31, 2022 Net income $ 17,984,720 Less: Accretion of Class A redeemable shares to redemption value (2,834,750) Net income excluding accretion of Class A redeemable shares to redemption value $ 15,149,970 For The Year Ended December 31, 2022 Class A Redeemable Class B Total number of shares 20,000,000 5,000,000 Ownership percentage 80 % 20 % Allocation of net income $ 14,387,776 $ 3,596,944 Total income allocated $ 14,387,776 $ 3,596,944 Less: Accretion allocation based on ownership percentage (2,267,800) (566,950) Plus: accretion applicable to Class A redeemable shares 2,834,750 — Total income by Class $ 14,954,726 $ 3,029,994 Weighted average shares 20,000,000 5,000,000 Basic and diluted net income per ordinary share $ 0.75 $ 0.61 For the period from March 22, 2021 (inception) through December 31, 2021 Net loss from inception to IPO date $ (465,625) Net income from IPO date to year-end $ 556,085 Total income from inception to year-end 90,460 Less: Accretion of Class A redeemable shares to redemption value (23,471,892) Net loss including accretion of Class A redeemable shares to redemption value $ (23,381,432) For the period from March 22, 2021 (inception) through December 31, 2021 Class A Redeemable Class B Total number of shares 20,000,000 5,000,000 Ownership percentage 80 % 20 % Allocation of net loss – inception to date of initial public offering — (465,625) Allocation of net income – from date of initial public offering to year-end 444,868 111,217 Total income (loss) allocated $ 444,868 $ (354,408) Less: Accretion allocation based on ownership percentage (18,777,514) (4,694,378) Plus: accretion applicable to Class A redeemable shares 23,471,892 — Total income (loss) by Class $ 5,139,246 $ (5,048,786) Weighted average shares 1,690,141 4,385,783 Basic and diluted net income (loss) per ordinary share $ 3.04 $ (1.15) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements | |
Schedule of assets and liabilities accounted for at fair value on a recurring basis | December 31, December 31, Description Level 2022 Level 2021 Assets: Investments held in Trust Account 1 $ 207,840,050 1 $ 205,005,299 Liabilities: Private Placement Warrants 2 $ 337,500 3 $ 9,900,000 Public Warrants 1 $ 300,000 3 $ 7,700,000 |
Schedule of change in fair value of derivative warrant liabilities | Level 3 derivative warrant liabilities at March 22, 2021 (inception) $ — Issuance of Public and Private Warrants 18,262,500 Change in fair value of Public and Private Warrants (662,500) Level 3 derivative warrant liabilities as of December 31, 2021 $ 17,600,000 Level 3 derivative warrant liabilities at January 1, 2022 $ 17,600,000 Transfers out of Level 3 into Level 2 $ (9,900,000) Transfers out of Level 3 into Level 1 $ (7,700,000) Level 3 derivative warrant liabilities at December 31, 2022 $ — Derivative warrant liabilities at January 1, 2022 $ 17,600,000 Change in fair value (16,962,500) Fair Value as of December 31, 2022 $ 637,500 |
Schedule of key inputs of fair value measurement | Private Placement Warrants Public Warrants Risk-free interest rate 1.37 % 1.37 % Expected term 6.25 years 6.25 years Expected volatility of underlying stock 8-15 % 8-14.5 % Dividends 0 % 0 % Probability of business combination 90 % 90 % Redemption feature Yes No |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation (Details) | 9 Months Ended | 12 Months Ended | ||
Jul. 12, 2022 | Dec. 07, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | |
Description of Organization, Business Operations and Basis of Presentation | ||||
Share price | $ / shares | $ 10 | |||
Sale of stock underwriting fees | $ 3,750,000 | |||
Offering cost | $ 11,478,593 | |||
Cash available for offering cost and working capital purpose | $ 205,000,000 | |||
Maturity term of U.S. government securities | 185 days | |||
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination | 100% | |||
Percentage of aggregate fair market value of assets | 80% | |||
Ownership interest to be acquired on post-transaction company | 100% | |||
Condition for future business combination number of businesses minimum | 100 | |||
Condition for future business combination threshold percentage ownership | 50 | |||
Operating cash account | $ 92,181 | |||
Principal amount deposited in trust account | 207,840,050 | |||
Working capital deficit | $ 420,567 | |||
Sponsor | ||||
Description of Organization, Business Operations and Basis of Presentation | ||||
Price of warrants | $ / shares | $ 1 | |||
Class A ordinary shares | ||||
Description of Organization, Business Operations and Basis of Presentation | ||||
Class B ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Class A ordinary shares | Sponsor | ||||
Description of Organization, Business Operations and Basis of Presentation | ||||
Class B ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
IPO | ||||
Description of Organization, Business Operations and Basis of Presentation | ||||
Number of shares issued | shares | 20,000,000 | |||
Share price | $ / shares | $ 10 | |||
Transaction cost | $ 11,724,947 | |||
Sale of stock underwriting fees | 3,750,000 | |||
Sale of stock other offering costs | $ 974,947 | |||
IPO | Public Warrants | ||||
Description of Organization, Business Operations and Basis of Presentation | ||||
Number of warrants issued per unit | shares | 0.5 | |||
Number of shares issuable per warrant (in shares) | shares | 1 | |||
IPO | Sponsor | ||||
Description of Organization, Business Operations and Basis of Presentation | ||||
Number of shares issued | shares | 20,000,000 | |||
Share price | $ / shares | $ 10 | |||
Number of warrants to purchase the shares issued (in shares) | shares | 2,625,000 | |||
Number of warrants issued per unit | shares | 0.5 | |||
Threshold trading days to redeem the shares | 45 days | |||
Transaction cost | $ 11,724,947 | |||
Sale of stock underwriting fees | 3,750,000 | |||
Cash underwriting fee | 250,000 | |||
Deferred underwriting commissions | 7,000,000 | |||
Other offering cost | 974,947 | |||
Offering cost | 419,250 | |||
Sale of stock other offering costs | $ 11,305,697 | |||
IPO | Sponsor | Public Warrants | ||||
Description of Organization, Business Operations and Basis of Presentation | ||||
Share price | $ / shares | $ 11.50 | |||
Over allotment | ||||
Description of Organization, Business Operations and Basis of Presentation | ||||
Number of shares issued | shares | 2,500,000 | |||
Number of shares issuable per warrant (in shares) | shares | 2,500,000 | |||
Private Placement Warrants | Sponsor | ||||
Description of Organization, Business Operations and Basis of Presentation | ||||
Number of warrants to purchase the shares issued (in shares) | shares | 11,250,000 | |||
Private Placement Warrants | Class A ordinary shares | Sponsor | ||||
Description of Organization, Business Operations and Basis of Presentation | ||||
Number of warrants to purchase the shares issued (in shares) | shares | 11,250,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 07, 2021 | |
Summary of Significant Accounting Policies | |||
Cash | $ 92,181 | $ 987,106 | |
Cash Equivalents | 0 | 0 | |
Cash and Investments held in Trust Account | 207,840,050 | ||
Investments held in Trust Account | 205,005,299 | ||
Net cash used in investing activities for redemption of U.S. government treasury obligations | 618,056,003 | ||
Purchase of U.S. Government treasury obligations | 618,056,003 | ||
Underwriting commissions | $ 3,750,000 | ||
Underwriter expense reimbursements | 250,000 | ||
Reduced accrued expenses related to offering costs | 172,896 | ||
Unrecognized tax benefits | 0 | ||
Accretion charge | 2,834,750 | ||
United States Treasury Bills | |||
Summary of Significant Accounting Policies | |||
Cash and Investments held in Trust Account | 688 | ||
Investments held in Trust Account | $ 207,839,362 | $ 205,005,299 | |
IPO | |||
Summary of Significant Accounting Policies | |||
Offering costs | 11,724,947 | ||
Underwriting commissions | 3,750,000 | ||
Underwriter expense reimbursements | 250,000 | ||
Deferred underwriting commissions | 7,000,000 | ||
Other offering costs | $ 974,947 | ||
Class A ordinary shares subject to possible redemption | IPO | |||
Summary of Significant Accounting Policies | |||
Class A ordinary shares sold | 20,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Calculation of net income excluding accretion of Class A redeemable shares to redemption value (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | ||
Net loss from inception to IPO date | $ (465,625) | |
Net income from IPO date to year-end | 556,085 | |
Total income from inception to year-end | 90,460 | $ 17,984,720 |
Less: Accretion of Class A redeemable shares to redemption value | (23,471,892) | |
Net income (loss) excluding accretion of Class A redeemable shares to redemption value | $ (23,381,432) | $ 15,149,970 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Calculation of basic and diluted income (loss) per ordinary share (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |||
Net loss from inception to IPO date | $ (465,625) | ||
Net income from IPO date to year-end | 556,085 | ||
Plus: accretion applicable to Class A redeemable shares | 24,283,892 | $ 2,834,750 | |
Total income (loss) by Class | $ (23,381,432) | $ 15,149,970 | |
Class A Redeemable | |||
Summary of Significant Accounting Policies | |||
Total number of shares | 20,000,000 | 20,000,000 | |
Ownership percentage | 80% | 80% | |
Net loss including accretion of Class A redeemable shares to redemption value | $ 14,387,776 | ||
Less: Accretion allocation based on ownership percentage | (2,267,800) | ||
Plus: accretion applicable to Class A redeemable shares | 2,834,750 | ||
Total income (loss) by Class | $ 14,954,726 | ||
Weighted average shares, basic | 20,000,000 | ||
Weighted average shares, diluted | 20,000,000 | ||
Basic net income (loss) per ordinary share | $ 0.75 | ||
Diluted net income (loss) per ordinary share | $ 0.75 | ||
Class A ordinary shares subject to possible redemption | |||
Summary of Significant Accounting Policies | |||
Total number of shares | 20,000,000 | 20,000,000 | |
Ownership percentage | 80% | 80% | |
Net income from IPO date to year-end | $ 444,868 | ||
Net loss including accretion of Class A redeemable shares to redemption value | 444,868 | ||
Less: Accretion allocation based on ownership percentage | (18,777,514) | ||
Plus: accretion applicable to Class A redeemable shares | 23,471,892 | ||
Total income (loss) by Class | $ 5,139,246 | ||
Weighted average shares, basic | 1,690,141 | 1,690,141 | 20,000,000 |
Weighted average shares, diluted | 1,690,141 | 1,690,141 | 20,000,000 |
Basic net income (loss) per ordinary share | $ 3.04 | $ 3.04 | $ 0.75 |
Diluted net income (loss) per ordinary share | $ 3.04 | $ 3.04 | $ 0.75 |
Class B | |||
Summary of Significant Accounting Policies | |||
Total number of shares | 5,000,000 | 5,000,000 | |
Ownership percentage | 20% | 20% | |
Net loss from inception to IPO date | $ (465,625) | ||
Net income from IPO date to year-end | 111,217 | ||
Net loss including accretion of Class A redeemable shares to redemption value | (354,408) | $ 3,596,944 | |
Less: Accretion allocation based on ownership percentage | (4,694,378) | (566,950) | |
Total income (loss) by Class | $ (5,048,786) | $ 3,029,994 | |
Weighted average shares, basic | 4,385,783 | 4,385,783 | 5,000,000 |
Weighted average shares, diluted | 4,385,783 | 4,385,783 | 5,000,000 |
Basic net income (loss) per ordinary share | $ (1.15) | $ (1.15) | $ 0.61 |
Diluted net income (loss) per ordinary share | $ (1.15) | $ (1.15) | $ 0.61 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 9 Months Ended | ||
Dec. 07, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Initial Public Offering | |||
Share price | $ 10 | ||
Exercise price of warrants (in dollars per share) | $ 1 | ||
Proceeds from issuance of Initial Public Offering | $ 205,000,000 | ||
Issuance of Public and Private Warrants | $ 11,250,000 | ||
IPO | |||
Initial Public Offering | |||
Number of shares issued | 20,000,000 | ||
Share price | $ 10 | ||
Number of shares in a unit | 1 | ||
Proceeds from issuance of Initial Public Offering | $ 196,000,000 | ||
IPO | Public Warrants | |||
Initial Public Offering | |||
Number of warrants in a unit | 0.5 | ||
Number of shares issuable per warrant (in shares) | 1 | ||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||
Over allotment | |||
Initial Public Offering | |||
Number of shares issued | 2,500,000 | ||
Number of shares issuable per warrant (in shares) | 2,500,000 | ||
Private Placement Warrants | |||
Initial Public Offering | |||
Issuance of Public and Private Warrants | $ 9,000,000 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 9 Months Ended | |
Dec. 07, 2021 | Dec. 31, 2021 | |
Private Placement | ||
Issuance of Public and Private Warrants | $ 11,250,000 | |
Private Placement Warrants | ||
Private Placement | ||
Issuance of Public and Private Warrants | $ 9,000,000 | |
Sponsor | Private Placement Warrants | ||
Private Placement | ||
Number of warrants issued | 11,250,000 | |
Price of warrants (in dollars per share) | $ 1 | |
Issuance of Public and Private Warrants | $ 11,250,000 | |
Period of Private Placement Warrants, transferable, assignable or salable after consummation of initial business combination | 30 days |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | 12 Months Ended | ||||
Dec. 07, 2021 | Apr. 21, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 01, 2021 | |
Founder Shares | |||||
Related Party Transactions | |||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||
Class B | |||||
Related Party Transactions | |||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | |||
Dividend per share | $ 0.16666667 | ||||
Founder shares outstanding | 5,000,000 | 5,000,000 | |||
Class B | Founder Shares | |||||
Related Party Transactions | |||||
Founder shares outstanding | 5,000,000 | 5,031,250 | |||
Class B | Founder Shares | Directors and Advisors [Member] | |||||
Related Party Transactions | |||||
Founder shares outstanding | 175,000 | 175,000 | |||
Class B | Sponsor | Founder Shares | |||||
Related Party Transactions | |||||
Shares sold | 4,312,500 | ||||
Ordinary shares, par value | $ 0.0001 | ||||
Consideration received | $ 25,000 | ||||
Price per share | $ 0.006 | ||||
Founder shares outstanding | 4,825,000 | 4,856,250 | |||
Shares surrendered and forfeited | 31,250 | ||||
Consideration for shares surrendered and forfeited | $ 0 |
Related Party Transactions - Pr
Related Party Transactions - Promissory Note - Related Party (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Apr. 06, 2021 | |
Related Party Transactions | |||
Working capital loans | $ 1,500,000 | ||
Warrant price per share | $ 1 | ||
Promissory Note | Sponsor | |||
Related Party Transactions | |||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||
Outstanding balance | $ 0 | $ 0 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | 12 Months Ended | |
Dec. 07, 2021 USD ($) | Dec. 31, 2022 item | |
Commitments & Contingencies | ||
Underwriting discount | $ 3,750,000 | |
Underwriter expense reimbursements | 250,000 | |
Aggregate underwriter cash discount | 7,000,000 | |
Maximum number of demands for registration of securities | item | 3 | |
IPO | ||
Commitments & Contingencies | ||
Underwriting discount | 3,750,000 | |
Underwriter expense reimbursements | $ 250,000 | |
Percentage of deferred underwriting discount of gross proceeds of IPO held in Trust Account | 3.50% |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and liabilities accounted for at fair value on a recurring basis (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Liabilities: | ||
Warrant liability | $ 17,600,000 | |
Level 1 | Recurring | ||
Assets: | ||
Investments held in Trust Account | $ 207,840,050 | 205,005,299 |
Level 1 | Recurring | Public Warrants | ||
Liabilities: | ||
Warrant liability | 300,000 | |
Level 2 | Recurring | Private Placement Warrant | ||
Liabilities: | ||
Warrant liability | $ 337,500 | |
Level 3 | Recurring | Private Placement Warrant | ||
Liabilities: | ||
Warrant liability | 9,900,000 | |
Level 3 | Recurring | Public Warrants | ||
Liabilities: | ||
Warrant liability | $ 7,700,000 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in fair value of derivative warrant liabilities (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Fair Value Measurements | ||
Issuance of Public and Private Warrants | $ 11,250,000 | |
Change in fair value | 662,500 | $ 16,962,500 |
Level 3 | ||
Fair Value Measurements | ||
Derivative warrant liabilities beginning of the period | 17,600,000 | |
Issuance of Public and Private Warrants | 18,262,500 | |
Change in fair value | (662,500) | |
Transfers out of Level 3 into Level 2 | (9,900,000) | |
Transfers out of Level 3 into Level 1 | $ (7,700,000) | |
Derivative warrant liabilities beginning of the period | $ 17,600,000 |
Fair Value Measurements - Key i
Fair Value Measurements - Key inputs of fair value measurement (Details) | Dec. 31, 2022 Y |
Private Placement Warrant | Risk-free interest rate | |
Fair Value Measurements | |
Derivative liability, measurement input | 0.0137 |
Private Placement Warrant | Expected term | |
Fair Value Measurements | |
Derivative liability, measurement input | 6.25 |
Private Placement Warrant | Expected volatility of underlying stock | Minimum | |
Fair Value Measurements | |
Derivative liability, measurement input | 8 |
Private Placement Warrant | Expected volatility of underlying stock | Maximum | |
Fair Value Measurements | |
Derivative liability, measurement input | 15 |
Private Placement Warrant | Dividends | |
Fair Value Measurements | |
Derivative liability, measurement input | 0 |
Private Placement Warrant | Probability of Business Combination | |
Fair Value Measurements | |
Derivative liability, measurement input | 90 |
Public Warrants | Risk-free interest rate | |
Fair Value Measurements | |
Derivative liability, measurement input | 0.0137 |
Public Warrants | Expected term | |
Fair Value Measurements | |
Derivative liability, measurement input | 6.25 |
Public Warrants | Expected volatility of underlying stock | Minimum | |
Fair Value Measurements | |
Derivative liability, measurement input | 8 |
Public Warrants | Expected volatility of underlying stock | Maximum | |
Fair Value Measurements | |
Derivative liability, measurement input | 0.145 |
Public Warrants | Dividends | |
Fair Value Measurements | |
Derivative liability, measurement input | 0 |
Public Warrants | Probability of Business Combination | |
Fair Value Measurements | |
Derivative liability, measurement input | 90 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative warrant liabilities (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Fair Value Measurements | ||
Change in fair value | $ 662,500 | $ 16,962,500 |
Warrants | ||
Fair Value Measurements | ||
Derivative warrant liabilities beginning of the period | 17,600,000 | |
Change in fair value | (16,962,500) | |
Derivative warrant liabilities beginning of the period | $ 17,600,000 | $ 637,500 |
Shareholders' Equity - Common S
Shareholders' Equity - Common Stock (Details) | 12 Months Ended | ||||
Dec. 07, 2021 $ / shares shares | Dec. 01, 2021 $ / shares shares | Dec. 31, 2022 Vote $ / shares shares | Dec. 31, 2021 Vote $ / shares shares | Apr. 21, 2021 $ / shares shares | |
Class A ordinary shares | |||||
Shareholders' Equity | |||||
Class B ordinary shares authorized (in shares) | 200,000,000 | 200,000,000 | |||
Class B ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Class B ordinary shares issued (in shares) | 0 | ||||
Class B ordinary shares outstanding (in shares) | 0 | ||||
Ratio to be applied to the stock in the conversion | 1 | ||||
Class A ordinary shares | Sponsor | |||||
Shareholders' Equity | |||||
Class B ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Class B ordinary shares | |||||
Shareholders' Equity | |||||
Class B ordinary shares authorized (in shares) | 20,000,000 | 20,000,000 | |||
Class B ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common stock, number of votes per share | Vote | 1 | 1 | |||
Class B ordinary shares issued (in shares) | 5,000,000 | 5,000,000 | |||
Class B ordinary shares outstanding (in shares) | 5,000,000 | 5,000,000 | |||
Percentage on an as converted basis of ordinary shares considered for determination of Class A Common Stock shares issuable upon conversion | 20% | ||||
Share dividend | $ / shares | $ 0.16666667 | ||||
Class B ordinary shares | Sponsor | |||||
Shareholders' Equity | |||||
Class B ordinary shares issued (in shares) | 4,312,500 | ||||
Class B ordinary shares | Founder Shares | |||||
Shareholders' Equity | |||||
Class B ordinary shares outstanding (in shares) | 5,000,000 | 5,031,250 | |||
Class B ordinary shares | Founder Shares | Directors and Advisors | |||||
Shareholders' Equity | |||||
Class B ordinary shares outstanding (in shares) | 175,000 | 175,000 | |||
Class B ordinary shares | Founder Shares | Sponsor | |||||
Shareholders' Equity | |||||
Class B ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Class B ordinary shares outstanding (in shares) | 4,825,000 | 4,856,250 | |||
Shares forfeited | 31,250 |
Shareholders' Equity - Preferre
Shareholders' Equity - Preferred Stock (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Shareholders' Equity | ||
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares issued (in shares) | 0 | |
Preference shares, shares outstanding (in shares) | 0 |
Shareholders' Equity - Public W
Shareholders' Equity - Public Warrants and Private Placement Warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 07, 2021 | |
Shareholders' Equity | ||
Warrants exercisable term after the completion of a business combination | 30 days | |
Warrants exercisable term from the closing of the public offering | 5 years | |
Threshold maximum period for filing registration statement after business combination | 60 days | |
Newly Issued Price (in dollars per share) | $ 10 | |
Threshold minimum percentage of gross proceeds on total equity proceeds (as a percent) | 60% | |
Threshold trading days for calculating Market Value | 20 days | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115% | |
Adjustment one of exercise price of warrants based on market value and newly issued price (as a percent) | 180% | |
Maximum | ||
Shareholders' Equity | ||
Newly Issued Price (in dollars per share) | $ 9.20 | |
Redemption of Warrants for Redemption, in Whole and not in Part, at a Price of $0.01 per Warrant | ||
Shareholders' Equity | ||
Redemption price per warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Stock price trigger for redemption of warrants (in dollars per share) | $ 18 | |
Threshold trading days for redemption of warrants | 20 days | |
Threshold consecutive trading days for redemption of warrants | 30 days | |
Redemption of Warrants for Redemption, in Whole and not in Part, at a Price of $0.01 per Warrant | Class A ordinary shares | ||
Shareholders' Equity | ||
Stock price trigger for redemption of warrants (in dollars per share) | $ 18 | |
Redemption of Warrants for Redemption, in Whole and not in Part, at a Price of $0.10 per Warrant | ||
Shareholders' Equity | ||
Redemption price per warrant (in dollars per share) | $ 0.10 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Stock price trigger for redemption of warrants (in dollars per share) | $ 10 | |
Threshold trading days for redemption of warrants | 20 days | |
Threshold consecutive trading days for redemption of warrants | 30 days | |
Redemption of Warrants for Redemption, in Whole and not in Part, at a Price of $0.10 per Warrant | Class A ordinary shares | ||
Shareholders' Equity | ||
Stock price trigger for redemption of warrants (in dollars per share) | $ 10 | |
Private Placement Warrant | ||
Shareholders' Equity | ||
Warrants exercisable term after the completion of a business combination | 30 days | |
Warrants exercisable term from the closing of the public offering | 24 months | |
Threshold maximum period for filing registration statement after business combination | 30 days | |
Threshold maximum period for registration statement to become effective after business combination | 30 days | |
Private Placement Warrant | Redemption of Warrants for Redemption, in Whole and not in Part, at a Price of $0.10 per Warrant | ||
Shareholders' Equity | ||
Stock price trigger for redemption of warrants (in dollars per share) | $ 18 | |
Threshold trading days for redemption of warrants | 20 days | |
Threshold consecutive trading days for redemption of warrants | 30 days |
Subsequent Events (Details)
Subsequent Events (Details) | 9 Months Ended | |||
Mar. 07, 2023 USD ($) $ / shares | Mar. 06, 2023 item shares | Mar. 03, 2023 USD ($) | Dec. 31, 2021 USD ($) | |
SUBSEQUENT EVENTS | ||||
Automatic extension period to consummate an initial business combination cancelled | 3 months | |||
Period from consummation of the Company's initial public offering, for cancellation of automatic extension period to consummate an initial business combination | 15 months | |||
Proceeds from advances on related party note payable | $ 450,684 | |||
Subsequent Events | ||||
SUBSEQUENT EVENTS | ||||
Maximum number of times that the date to consummate an initial business combination can be extended | item | 9 | |||
Extension period for consummation of an initial business combination | 1 month | |||
Number of shares redeemed pursuant to right to redeem such public shares exercised by the shareholders | shares | 13,639,848 | |||
Cash paid to redeem shares | $ 142,700,000 | |||
Class A ordinary shares subject to possible redemption, redemption price per share | $ / shares | $ 10.46 | |||
Subsequent Events | Sponsor Note | ||||
SUBSEQUENT EVENTS | ||||
Maximum borrowing capacity of related party promissory note | $ 1,000,000 | |||
Proceeds from advances on related party note payable | 350,000 | |||
Amount deposited into Trust Account | $ 140,000 |