Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 22, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-41002 | |
Entity Registrant Name | SEMPER PARATUS ACQUISITION CORPORATION | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 767 Third Avenue, 38th Floor | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10017 | |
City Area Code | 913 | |
Local Phone Number | 579-4170 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Emerging Growth Company | true | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001860871 | |
Amendment Flag | false | |
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemable Warrant | ||
Document and Entity Information | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemable Warrant | |
Trading Symbol | LGSTU | |
Security Exchange Name | NASDAQ | |
Class A ordinary shares, par value $0.0001 per share, included as part of the Units | ||
Document and Entity Information | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share, included as part of the Units | |
Trading Symbol | LGST | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 15,816,386 | |
Redeemable Warrants, each exercisable for one Class A ordinary share for $11.50 per share, included as part of the Units | ||
Document and Entity Information | ||
Title of 12(b) Security | Redeemable Warrants, each exercisable for one Class A ordinary share for $11.50 per share, included as part of the Units | |
Trading Symbol | LGSTW | |
Security Exchange Name | NASDAQ | |
Class B Ordinary shares | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 0 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash | $ 52,283 | $ 129,186 |
Prepaid expenses and other assets | 44,781 | 145,170 |
Total current assets | 97,064 | 274,356 |
Cash and marketable securities held in Trust Account | 25,373,413 | 356,864,000 |
TOTAL ASSETS | 25,470,477 | 357,138,356 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 485,074 | 210,454 |
Due to affiliate | 182,000 | 140,000 |
Total current liabilities | 667,074 | 350,454 |
Derivative warrant liabilities | 58,000 | 7,250 |
Deferred underwriting fee payable | 14,700,000 | 14,700,000 |
Total liabilities | 15,425,074 | 15,057,704 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS' DEFICIT | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Accumulated deficit | (15,329,353) | (14,784,691) |
Total shareholders' deficit | (15,328,010) | (14,783,348) |
TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' DEFICIT | 25,470,477 | 357,138,356 |
Class A Ordinary shares subject to redemption | ||
REDEEMABLE ORDINARY SHARES | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value, 2,383,053 and 34,500,000 shares at redemption value of $10.65 and $10.34 per share as of March 31, 2023 and December 31, 2022, respectively | 25,373,413 | 356,864,000 |
Class A ordinary shares not subject to possible redemption | ||
SHAREHOLDERS' DEFICIT | ||
Common stock | $ 1,343 | 145 |
Class B Ordinary shares | ||
SHAREHOLDERS' DEFICIT | ||
Common stock | $ 1,198 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value (In Dollar per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Ordinary shares subject to redemption | ||
Temporary equity, par value (In Dollar per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, shares outstanding | 2,383,053 | 34,500,000 |
Temporary equity, redemption price (In Dollar per share) | $ 10.65 | $ 10.34 |
Class A ordinary shares not subject to possible redemption | ||
Ordinary shares, par value (In Dollar per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 |
Ordinary shares, shares issued | 13,433,333 | 1,450,000 |
Ordinary shares, shares outstanding | 13,433,333 | 1,450,000 |
Class B Ordinary shares | ||
Ordinary shares, par value (In Dollar per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued | 0 | 11,983,333 |
Ordinary shares, shares outstanding | 0 | 11,983,333 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
General and administrative | $ 493,912 | $ 282,879 |
Total operating expenses | (493,912) | (282,879) |
Other income: | ||
Unrealized gain on investments held in Trust Account | 1,780,062 | 140,891 |
Change in fair value of warrants | (50,750) | 116,000 |
Total other income, net | 1,729,312 | 256,891 |
Net income (loss) | $ 1,235,400 | $ (25,988) |
Weighted average shares outstanding, Diluted | 35,950,000 | |
Dilution net income (loss) per share | $ 0 | |
Class A Ordinary shares subject to redemption | ||
Other income: | ||
Weighted average shares outstanding, Basic | 15,966,122 | 35,950,000 |
Weighted average shares outstanding, Diluted | 15,966,122 | 35,950,000 |
Basic net income (loss) per share | $ 0.04 | $ 0 |
Dilution net income (loss) per share | $ 0.04 | $ 0 |
Class A ordinary shares not subject to possible redemption | ||
Other income: | ||
Weighted average shares outstanding, Basic | 7,456,296 | |
Weighted average shares outstanding, Diluted | 7,456,296 | |
Basic net income (loss) per share | $ 0.04 | |
Dilution net income (loss) per share | $ 0.04 | |
Class B Ordinary shares | ||
Other income: | ||
Weighted average shares outstanding, Basic | 4,527,037 | 11,983,333 |
Weighted average shares outstanding, Diluted | 4,527,037 | 11,983,333 |
Basic net income (loss) per share | $ 0.04 | $ 0 |
Dilution net income (loss) per share | $ 0.04 | $ 0 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Class B Ordinary shares Ordinary shares | Class A ordinary shares not subject to possible redemption Ordinary shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2021 | $ 1,198 | $ 145 | $ 0 | $ (14,229,052) | $ (14,227,709) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 11,983,333 | 1,450,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net Income (loss) | $ 0 | $ 0 | 0 | (25,988) | (25,988) |
Balance at the end at Mar. 31, 2022 | $ 1,198 | $ 145 | 0 | (14,255,040) | (14,253,697) |
Balance at the end (in shares) at Mar. 31, 2022 | 11,983,333 | 1,450,000 | |||
Balance at the beginning at Dec. 31, 2022 | $ 1,198 | $ 145 | 0 | (14,784,691) | (14,783,348) |
Balance at the beginning (in shares) at Dec. 31, 2022 | 11,983,333 | 1,450,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Conversion of Class B shares | $ (1,198) | $ 1,198 | 0 | 0 | 0 |
Conversion of Class B shares (in shares) | (11,983,333) | 11,983,333 | |||
Accretion of carrying value to redemption value | $ 0 | $ 0 | 0 | (1,780,062) | (1,780,062) |
Net Income (loss) | 0 | 0 | 0 | 1,235,400 | 1,235,400 |
Balance at the end at Mar. 31, 2023 | $ 0 | $ 1,343 | $ 0 | $ (15,329,353) | $ (15,328,010) |
Balance at the end (in shares) at Mar. 31, 2023 | 0 | 13,433,333 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income (loss) | $ 1,235,400 | $ (25,988) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Unrealized gain on investments held in Trust Account | (1,780,062) | (140,891) | |
Change in fair value of warrants | 50,750 | (116,000) | |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other assets | 100,389 | 50,219 | |
Due to affiliate | 42,000 | 30,000 | |
Accounts payable and accrued expenses | 274,620 | 89,625 | |
Net cash used in operating activities | (76,903) | (113,035) | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Cash withdrawn from Trust Account in connection with redemption | 333,270,649 | ||
Net cash flows provided by investing activities | 333,270,649 | ||
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Payment of offering costs | (333,270,649) | ||
Net cash flows used in financing activities | (333,270,649) | ||
NET CHANGE IN CASH | (76,903) | (113,035) | |
CASH, BEGINNING OF PERIOD | 129,186 | 344,581 | $ 344,581 |
CASH, END OF PERIOD | 52,283 | $ 231,546 | $ 129,186 |
Supplemental disclosure of noncash activities: | |||
Remeasurement for redeemable shares to redemption value | $ 1,780,062 |
Description of Organization, Bu
Description of Organization, Business Operations and Liquidity | 3 Months Ended |
Mar. 31, 2023 | |
Description of Organization, Business Operations and Liquidity | |
Description of Organization, Business Operations and Liquidity | Note 1 — Description of Organization, Business Operations and Liquidity Semper Paratus Acquisition Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on April 21, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2023, the Company had not commenced any operations. All activity through March 31, 2023, relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below, and the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on November 3, 2021. On November 8, 2021, the Company consummated the IPO of 30,000,000 units (“Units”) with respect to the ordinary shares included in the Units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $300,000,000, which is discussed in Note 3. The company has selected December 31 as its fiscal year end. Simultaneously with the closing of the IPO, the Company consummated the sale of 1,360,000 private placement units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to the Company’s sponsor, Semper Paratus Sponsor LLC (the “Sponsor”) and underwriter Cantor Fitzgerald & Co. (“Cantor”) generating gross proceeds of $13,600,000 which is described in Note 4. Simultaneously with the closing of the IPO, the Company consummated the closing of the sale of 4,500,000 additional Units upon receiving notice of the underwriter’s election to fully exercise its overallotment option (“Overallotment Units”), generating additional gross proceeds of $45,000,000 and incurring additional offering costs of $2,700,000 in underwriting fees all of which are deferred until completion of the Company’s Business Combination. Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 90,000 Private Placement Units to the Sponsor, generating gross proceeds of $900,000. Offering costs for the IPO amounted to $21,266,594, consisting of $6,000,000 of paid underwriting fees, $14,700,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $566,594 of other costs. As described in Note 6, the $14,700,000 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by February 8, 2023, subject to the terms of the underwriting agreement. Following the closing of the IPO, $351,900,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Units was placed in a trust account (“Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association (as amended by the Charter Amendment, the “Memorandum and Articles of Association”). In accordance with Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of a company require Class A ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of ordinary shares classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20. The ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and are classified as such on the balance sheet until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. On January 30, 2023, shareholders (the “Initial Shareholders”) holding all of the issued and outstanding Class B ordinary shares (the “Founder Shares”) of the Company elected to convert their Class B ordinary shares into Class A ordinary shares of the Company (“Class A Shares”) on a one-for-one basis (the “Conversion”). As a result, 11,983,333 of the Company’s Class B ordinary shares were cancelled and 11,983,333 Class A Shares were issued to such converting Class B stockholders. The Initial Shareholders agreed that all of the terms and conditions applicable to the Founder Shares set forth in the Letter Agreement, dated November 3, 2021, by and among the Company, its officers, its directors and the Initial Shareholders (the “Letter Agreement”), shall continue to apply to the Class A Shares that the Founder Shares converted into, including the voting agreement, transfer restrictions and waiver of any right, title, interest or claim of any kind to the Trust Account (as defined in the Letter Agreement) or any monies or other assets held therein. Following the Conversion, on January 30, 2023, the Company had 47,933,333 Class A Shares issued and outstanding outstanding On February 3, 2023, the Company held an extraordinary general meeting of shareholders for the purpose of considering and voting on the Charter Amendment (as defined below) and, if presented, the proposal to adjourn the meeting to a later date. Charter Amendment At the meeting, the shareholders of the Company approved an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial business combination from February 8, 2023 to December 15, 2023. Under Cayman Islands law, the Charter Amendment took effect upon approval by the shareholders. The Company filed the Charter Amendment with the Cayman Islands General Registry within 15 days of the meeting. In connection with the meeting, shareholders holding approximately 32,116,947 ordinary shares (the “public shares”) exercised their right to redeem their shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $332 million (approximately $10.34 per public share) was removed from the Trust Account to pay such holders and approximately $25 million remained in the Trust Account. Following redemptions, the Company has 2,383,053 public shares outstanding. Nasdaq Notices On March 23, 2023, the Company received a written notice (the “March Notice”) from the Listing Qualifications division of the Nasdaq Stock Market (“Nasdaq”) stating that the Company had not paid certain fees required by Nasdaq Listing Rule 5250(f) and that the Company would be delisted unless it appeals such determination. As of the date of the March Notice, the Company’s past due fee balance totaled $151,000. On May 5, 2023 the Company received notification from Nasdaq that the fee delinquency was cured and the Company is now in compliance with Nasdaq’s continued listing standards. On April 4, 2023, the Company received a written notice (the “April Notice”) from the Nasdaq indicating that the Company was not in compliance with Listing Rule 5450(b)(2)(A), requiring the Company to maintain a Market Value of Listed Securities (“MVLS”) of $50,000,000 for the continued listing of its securities on The Nasdaq Global Market. The April Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on Nasdaq. The April Notice states that the Company has 180 calendar days, or until October 2, 2023, to regain compliance with Listing Rule 5450(b)(2)(A). If at any time during this compliance period the Company’s MLVS closes at $50,000,000 or more for a minimum of ten consecutive business days, Nasdaq will provide the Company with a written confirmation of compliance, and this matter will be closed. If compliance is not achieved by October 2, 2023, the April Notice states that the Company will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination to a Hearings Panel. The April Notice further notes that alternatively, the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that market). The Company will continue to monitor its MVLS and consider its available options to regain compliance with the Nasdaq minimum MVLS requirements, but there can be no assurance that the Company will be able to do so. Notwithstanding the foregoing, the Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the ordinary shares sold in the IPO, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination by December 15, 2023, the extended date (“Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares (which converted into Class A ordinary shares) if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20 per shares held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed financial statements. Liquidity and Going Concern As of March 31, 2023, the Company had $52,283 in its operating bank accounts, $25,373,413 in cash and marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital deficit of $570,010. As of March 31, 2023, approximately $1.8 million of the amount on deposit in the Trust Account represented interest income. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Management has also determined that the mandatory liquidation and subsequent dissolution described in the financial statements, should the Company be unable to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern. The Company has until December 15, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by the specified period. If a Business Combination is not consummated by December 15, 2023, there will be a mandatory liquidation and subsequent dissolution. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on April 17, 2023. The interim results for the period presented are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future interim periods. Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2023 and December 31, 2022. Investments Held in Trust Account At March 31, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriters’ exercise of the over-allotment option in full, amounted to $21,266,594 consisting of $6,000,000 of paid underwriting fees, $14,700,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below) and $566,594 of other costs and was charged to shareholders’ equity upon the completion of the IPO. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At March 31, 2023 and December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2023 and December 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. 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. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2023 and December 31, 2022, 2,383,053 and 34,500,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit. At March 31, 2023 and December 31, 2022, the Class A ordinary share subject to possible redemption reflected in the condensed balance sheets is reconciled in the following table: Class A ordinary share subject to possible redemption, January 1, 2022 351,900,000 Plus: Accretion of carrying value to redemption value 4,964,000 Class A ordinary share subject to possible redemption, December 31, 2022 $ 356,864,000 Less: Redemption (333,270,649) Plus: Accretion of carrying value to redemption value 1,780,062 Class A ordinary share subject to possible redemption, March 31, 2023 $ 25,373,413 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 (the “Founder Shares”). On January 30, 2023, holders of all of the issued and outstanding Founder Shares elected to convert their Founder Shares into Class A ordinary shares of the Company on a one-for-one basis. Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 17,975,000 ordinary shares at $11.50 per share were issued on November 8, 2021. At March 31, 2023 and December 31, 2022, no Public Warrants or Private Placement Warrants have been exercised. The 17,975,000 Class A ordinary shares underlying the Public Warrants and Private Placement Warrants were excluded from diluted earnings per share for the three months ended March 31, 2023 and 2022 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of share. For the three months ended March 31, 2023 March 31, 2022 Class A (Redeemable) Class A (Non - Redeemable) Class B Class A Class B Ordinary Ordinary Ordinary Ordinary Ordinary Share Shares Share Share Share Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 705,722 $ 329,577 $ 200,101 $ (19,491) $ (6,497) Denominator: Weighted average shares outstanding 15,966,122 7,456,296 4,527,037 35,950,000 11,983,333 Basic and dilution net income (loss) per share $ 0.04 $ 0.04 $ 0.04 $ (0.00) $ (0.00) Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants qualify for equity accounting treatment and Private Placement Warrants qualify for liability accounting treatment. Recent Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. |
Initial Public Offering and Ove
Initial Public Offering and Over-Allotment | 3 Months Ended |
Mar. 31, 2023 | |
Initial Public Offering and Over-Allotment | |
Initial Public Offering and Over-Allotment | Note 3 — Initial Public Offering and Over-Allotment Pursuant to the IPO, the Company sold 34,500,000 units at a price of $10.00 per Unit. Each Unit consists of one ordinary share (such ordinary shares included in the Units being offered, the “Public Shares”), and one |
Private Placement Warrants
Private Placement Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Private Placement Warrants. | |
Private Placement Warrants | Note 4 — Private Placement Warrants On November 8, 2021, simultaneously with the consummation of the IPO and the underwriters’ exercise of their over-allotment option, the Company consummated the issuance and sale (“Private Placement”) of 1,450,000 units (the “Private Placement Units”) in a private placement transaction at a price of $10.00 per Placement Unit, generating gross proceeds of $14,500,000. The Private Placement Units were purchased by Cantor (150,000 Units) and the Sponsor (1,300,000 Units). Each Private Placement Unit consisted of one Placement Share and one |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares Our Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 8,625,000 Class B ordinary shares (the “Founder Shares”) which were issued on April 22, 2021. In August 2021, the Company effectuated a dividend of approximately 0.3628 shares for each outstanding Class B ordinary share resulting in an aggregate of 11,754,150 Class B ordinary shares outstanding. On October 1, 2021, the Company effectuated a dividend of approximately 0.0195 shares for each outstanding Class B ordinary share resulting in an aggregate of 11,983,333 Class B Founder shares outstanding (up to 1,530,000 of which are subject to forfeiture if the underwriters’ over-allotment option is not exercised in full). The Founder Shares will automatically convert into Class A ordinary shares at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions. The initial shareholders had agreed to forfeit up to 1,530,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. Since the underwriters’ exercised the over-allotment option in full, no Founder Shares are subject to forfeiture. The initial shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. On January 30, 2023, the initial shareholders holding all of the Founder Shares elected to convert their Founder Shares into Class A ordinary shares of the Company on a one-for-one basis (the “Conversion”). As a result, 11,983,333 of the Company’s Class B ordinary shares were cancelled and 11,983,333 Class A ordinary shares were issued to such converting initial shareholders. The initial shareholders agreed that all of the terms and conditions applicable to the Founder Shares set forth in the Letter Agreement shall continue to apply to the Class A ordinary shares that the Founder Shares converted into, including the voting agreement, transfer restrictions and waiver of any right, title, interest or claim of any kind to the Trust Account or any monies or other assets held therein. Related Party Loans On April 22, 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 (the “Note”). This loan was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the IPO. The note payable of $121,158 was repaid on November 8, 2021. As of March 31, 2023 and December 31, 2022, the Company had no borrowings under the Note. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement-equivalent units at a price of $10.00 per unit. As of March 31, 2023 and December 31, 2022, the Company had no borrowings under the Working Capital Loans. Administrative Support Services Commencing on the date of the final prospectus, the Company will agree to pay the Sponsor a total of $10,000 per month for office space and administrative and support services. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. At March 31, 2023 and December 31, 2022, $30,000 and $120,000, respectively, have been accrued under this arrangement and included in due to affiliate on the accompanying balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Units (including the underlying securities), and securities that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement signed upon consummation of the IPO. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45 The underwriters were paid a cash underwriting discount of $0.20 per unit, or $6,000,000 in the aggregate at the closing of the IPO. The underwriters have agreed to defer the cash underwriting discount of $0.20 per share related to the over-allotment to be paid at Business Combination ($900,000 in the aggregate). In addition, the underwriters are entitled to a deferred underwriting commissions of $0.40 per unit, or $13,800,000 from the closing of the IPO. The total deferred fee is $14,700,000 consisting of the $13,800,000 deferred portion and the $900,000 cash discount agreed to be deferred until Business Combination. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely if the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Shareholders' Deficit
Shareholders' Deficit | 3 Months Ended |
Mar. 31, 2023 | |
Shareholders' Deficit | |
Shareholders' Deficit | Note 7 — Shareholders’ Deficit Class A Ordinary Shares The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of March 31, 2023 and December 31, 2022, there were 13,433,333 and 1,450,000 Class A ordinary shares issued outstanding Class B Ordinary Shares The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share of Class B ordinary shares. As of March 31, 2023, and December 31, 2022, there were 0 and 11,983,333 Class B ordinary shares outstanding, respectively, none of which are subject to forfeiture since the underwriters’ over-allotment option was exercised in full. Prior to our initial Business Combination, only holders of our Class B ordinary shares will have the right to vote on the appointment of directors. Holders of our Class A ordinary shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of our Class B ordinary shares may remove a member of the board of directors for any reason. These provisions of our Memorandum and Articles of Association may only be amended by a special resolution passed by not less than 90% of our ordinary share shareholders who attend and vote at our general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial Business Combination, except as required by law, holders of our Class B ordinary shares and holders of our 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 on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of 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, 25% of the sum of the total number of all ordinary shares outstanding upon the completion of the IPO plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Preference Shares The Company is authorized to issue 1,000,000 preference shares with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2023, and December 31, 2022, there were no preferred shares issued or outstanding. Public Warrants The Public Warrants will become exercisable on the later of (i) 30 days after the completion of a Business Combination and (ii) one year from the closing of the IPO. No 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 Class A ordinary shares. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption; ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying the warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Warrants and the Class A ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The exercise price and number of Class A ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extra Class A Ordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of Class A ordinary shares at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional Class A ordinary shares or equity-linked securities. |
Warrant Liabilities
Warrant Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Warrant Liabilities | |
Warrant Liabilities | Note 8 — Warrant Liabilities The Company accounts for the 725,000 Private Placement Warrants in accordance with the guidance contained in ASC 815-40 due to the fact the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferee. Such guidance provides that, based on these features, the private placement warrants do not meet the criteria for equity treatment thereunder, and each such warrant must be recorded as a liability. Accordingly, the Company will classify each private placement warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company has determined the Public Warrants do not contain such features, and accordingly will be accounted for as equity and are not subject to subsequent remeasurement. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | Note 9 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Level 2: Level 3: At March 31, 2023 and December 31, 2022, the assets held in the Trust Account were held in treasury funds. All of the Company’s investments held in the Trust Account are classified as trading securities. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. March 31, 2023: Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 25,373,413 $ — $ — Warrant Liability- Private Placement Warrants 3 — — 58,000 December 31, 2022: Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 356,864,000 $ — $ — Warrant Liability- Private Placement Warrants 3 — — 7,250 The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on industry historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liabilities are not subject to qualified hedge accounting. The following table provides quantitative information regarding Level 3 fair value measurements at March 31, 2023 and December 31, 2022: At March 31, 2023 At December 31, 2022 Share Price $ 10.79 $ 10.33 Exercise Price $ 11.50 $ 11.50 Term (years) 5.51 5.10 Industry Volatility 3.40 % 4.40 % Risk Free Rate 3.52 % 3.91 % Dividend Yield 0.00 % 0.00 % |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events | |
Subsequent Events | Note 10 — Subsequent Events The Company has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date these financial statements were available to be issued. Based on this review, other than as described in these financial statements and as stated below, the Company did not identify any subsequent events that would have required adjustment or disclosure in these financial statements. On April 4, 2023, the Company received a written notice (the “April Notice”) from the Nasdaq indicating that the Company was not in compliance with Listing Rule 5450(b)(2)(A), requiring the Company to maintain a Market Value of Listed Securities (“MVLS”) of $50,000,000 for the continued listing of its securities on The Nasdaq Global Market. The April Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on Nasdaq. The April Notice states that the Company has 180 calendar days, or until October 2, 2023, to regain compliance with Listing Rule 5450(b)(2)(A). If at any time during this compliance period the Company’s MLVS closes at $50,000,000 or more for a minimum of ten consecutive business days, Nasdaq will provide the Company with a written confirmation of compliance, and this matter will be closed. If compliance is not achieved by October 2, 2023, the April Notice states that the Company will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination to a Hearings Panel. The April further notes that alternatively, the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that market). The Company will continue to monitor its MVLS and consider its available options to regain compliance with the Nasdaq minimum MVLS requirements, but there can be no assurance that the Company will be able to do so. On May 3, 2023, the Company entered into a subscription agreement (“Subscription Agreement”) with Polar Multi-Strategy Master Fund (the “Investor”) and Semper Paratus Sponsor LLC (the “Sponsor”). Subject to, and in accordance with the terms and conditions of the Subscription Agreement, the parties agreed that: ● The Investor shall make a cash contribution of $151,000 to the Sponsor (the “Initial Capital Contribution”) on or prior to May 3, 2023, or on such date as the parties may agree in writing. ● The Initial Capital Contribution will in turn be loaned by the Sponsor to the Company to cover working capital expenses (the “SPAC Loan”). ● In consideration for the Initial Capital Contribution, the Company will issue 151,000 Class A ordinary shares, par value $0.0001 per share, of the Company (“Class A Ordinary Shares”) to the Investor at the closing of the initial business combination (the “De-SPAC Closing”), which shares shall be subject to no transfer restrictions or any other lock-up provisions, earn outs, or other contingencies and shall be registered as part of any registration statement to be filed in connection with the De-SPAC Closing or, if no such registration statement is filed in connection with the De-SPAC Closing, pursuant to the first registration statement to be filed by the Company or the surviving entity following the De-SPAC Closing. ● The SPAC Loan shall not accrue interest and shall be repaid by the Company upon the De-SPAC Closing. The Sponsor will pay to the Investor all repayments of the SPAC Loan the Sponsor has received within five business days of the De-SPAC Closing. The Investor may elect at the De-SPAC Closing to receive such payments in cash or Class A Ordinary Shares at a rate of one Class A Ordinary Share for each $10 of the Initial Capital Contribution. If the Company liquidates without consummating the initial business combination, any amounts remaining in the Sponsor or Company’s cash accounts, not including the Company’s trust account, will be paid to the Investor within five days of the liquidation. ● On the De-SPAC Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor in connection with the Subscription Agreement not to exceed $5,000 . Purchase Agreement On May 4, 2023, the Company entered into a purchase agreement (the “Purchase Agreement”) with SSVK Associates, LLC (the “Acquirer”) and the Sponsor, pursuant to which the Acquirer will purchase from the Sponsor (x) 7,988,889 Class A Ordinary Shares and (y) 1,000,000 private placement units, each consisting of one Class A Ordinary Share and one underwriters (the “Underwriting Agreement”)), for an aggregate purchase price of $1.00 (the “Purchase Price”) payable at the time of the initial business combination. In addition to the payment of the Purchase Price, the Acquirer also assumed the following obligations: (i) responsibility for all of Company’s public company reporting obligations; (ii) the obligations of the Sponsor under the Subscription Agreement, (iii) responsibility for the Company’s D&O insurance premium to extend the Company’s existing D&O insurance policy and maintain D&O coverage through the closing of the initial business combination and obtain appropriate tail coverage; (iv) responsibility for the Company’s outstanding legal fees owed by the Company; and (v) all other obligations of the Sponsor related to the Company. Pursuant to the Purchase Agreement, the Acquirer has the right to replace the Company’s current directors and officers with directors and officers as the Acquirer may select in its sole discretion. The obligations of the Sponsor to consummate the transactions contemplated by the Purchase Agreement are subject to the satisfaction or written waiver by the Sponsor of the following conditions: (a) the approval of the board of directors the SPAC; (b) the approval of the members of the Sponsor; (c) the consent or waiver of the underwriters under the Underwriting Agreement; (d) the filing of its quarterly report on Form 10-Q by the SPAC for the quarter ended March 31, 2023. The Purchase Agreement contains customary representations and warranties of the parties, including, among others, with respect to corporate organization, corporate authority, and compliance with applicable laws. The representations and warranties of each party set forth in the Purchase Agreement were made solely for the benefit of the other parties to the Purchase Agreement, and investors are not third-party beneficiaries of the Purchase Agreement. In addition, such representations and warranties (a) are subject to materiality and other qualifications contained in the Purchase Agreement, which may differ from what may be viewed as material by investors, (b) were made only as of the date of the Purchase Agreement or such other date as is specified in the Purchase Agreement and (c) may have been included in the Purchase Agreement for the purpose of allocating risk between the parties rather than establishing matters as facts. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the Purchase Agreement, and not to provide investors with any other factual information regarding any of the parties or their respective businesses. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on April 17, 2023. The interim results for the period presented are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future interim periods. |
Emerging Growth Company | Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2023 and December 31, 2022. |
Investments Held in Trust Account | Investments Held in Trust Account At March 31, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriters’ exercise of the over-allotment option in full, amounted to $21,266,594 consisting of $6,000,000 of paid underwriting fees, $14,700,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below) and $566,594 of other costs and was charged to shareholders’ equity upon the completion of the IPO. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At March 31, 2023 and December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2023 and December 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. 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. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2023 and December 31, 2022, 2,383,053 and 34,500,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit. At March 31, 2023 and December 31, 2022, the Class A ordinary share subject to possible redemption reflected in the condensed balance sheets is reconciled in the following table: Class A ordinary share subject to possible redemption, January 1, 2022 351,900,000 Plus: Accretion of carrying value to redemption value 4,964,000 Class A ordinary share subject to possible redemption, December 31, 2022 $ 356,864,000 Less: Redemption (333,270,649) Plus: Accretion of carrying value to redemption value 1,780,062 Class A ordinary share subject to possible redemption, March 31, 2023 $ 25,373,413 |
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 (the “Founder Shares”). On January 30, 2023, holders of all of the issued and outstanding Founder Shares elected to convert their Founder Shares into Class A ordinary shares of the Company on a one-for-one basis. Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 17,975,000 ordinary shares at $11.50 per share were issued on November 8, 2021. At March 31, 2023 and December 31, 2022, no Public Warrants or Private Placement Warrants have been exercised. The 17,975,000 Class A ordinary shares underlying the Public Warrants and Private Placement Warrants were excluded from diluted earnings per share for the three months ended March 31, 2023 and 2022 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of share. For the three months ended March 31, 2023 March 31, 2022 Class A (Redeemable) Class A (Non - Redeemable) Class B Class A Class B Ordinary Ordinary Ordinary Ordinary Ordinary Share Shares Share Share Share Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 705,722 $ 329,577 $ 200,101 $ (19,491) $ (6,497) Denominator: Weighted average shares outstanding 15,966,122 7,456,296 4,527,037 35,950,000 11,983,333 Basic and dilution net income (loss) per share $ 0.04 $ 0.04 $ 0.04 $ (0.00) $ (0.00) |
Accounting for Warrants | Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants qualify for equity accounting treatment and Private Placement Warrants qualify for liability accounting treatment. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Schedule of reconciliation of ordinary share subject to possible redemption reflected in the balance sheet | Class A ordinary share subject to possible redemption, January 1, 2022 351,900,000 Plus: Accretion of carrying value to redemption value 4,964,000 Class A ordinary share subject to possible redemption, December 31, 2022 $ 356,864,000 Less: Redemption (333,270,649) Plus: Accretion of carrying value to redemption value 1,780,062 Class A ordinary share subject to possible redemption, March 31, 2023 $ 25,373,413 |
Schedule of calculation of basic and diluted net income (loss) per ordinary share | For the three months ended March 31, 2023 March 31, 2022 Class A (Redeemable) Class A (Non - Redeemable) Class B Class A Class B Ordinary Ordinary Ordinary Ordinary Ordinary Share Shares Share Share Share Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 705,722 $ 329,577 $ 200,101 $ (19,491) $ (6,497) Denominator: Weighted average shares outstanding 15,966,122 7,456,296 4,527,037 35,950,000 11,983,333 Basic and dilution net income (loss) per share $ 0.04 $ 0.04 $ 0.04 $ (0.00) $ (0.00) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | March 31, 2023: Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 25,373,413 $ — $ — Warrant Liability- Private Placement Warrants 3 — — 58,000 December 31, 2022: Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 356,864,000 $ — $ — Warrant Liability- Private Placement Warrants 3 — — 7,250 |
Schedule of quantitative information regarding Level 3 fair value measurements | At March 31, 2023 At December 31, 2022 Share Price $ 10.79 $ 10.33 Exercise Price $ 11.50 $ 11.50 Term (years) 5.51 5.10 Industry Volatility 3.40 % 4.40 % Risk Free Rate 3.52 % 3.91 % Dividend Yield 0.00 % 0.00 % |
Description of Organization, _2
Description of Organization, Business Operations and Liquidity (Details) | 3 Months Ended | ||||||
Feb. 03, 2023 USD ($) $ / shares shares | Jan. 30, 2023 shares | Nov. 08, 2021 USD ($) $ / shares shares | Nov. 05, 2021 shares | Mar. 31, 2023 USD ($) item $ / shares shares | Mar. 23, 2023 USD ($) | Dec. 31, 2022 USD ($) shares | |
Description of Organization, Business Operations and Liquidity | |||||||
Condition for future business combination number of businesses minimum | item | 1 | ||||||
Deferred underwriting fee payable | $ 14,700,000 | $ 14,700,000 | |||||
Condition for future business combination use of proceeds percentage | 80 | ||||||
Condition for future business combination threshold ownership (as a percent) | 50 | ||||||
Maximum net tangible assets | $ 5,000,001 | ||||||
Redemption limit percentage without prior consent | 15 | ||||||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100% | ||||||
Redemption period upon closure | 10 days | ||||||
Maximum allowed dissolution expenses | $ 100,000 | ||||||
Cash held in operating bank accounts | 52,283 | 129,186 | |||||
Amount remained in Trust Account | $ 25,000,000 | 25,373,413 | $ 356,864,000 | ||||
Working capital | 570,010 | ||||||
Income on investments held in Trust Account | 1,800,000 | ||||||
Conversion ratio | 1 | ||||||
Cash withdrawn from Trust Account in connection with redemption | $ 333,270,649 | ||||||
Past fee due balance | $ 151,000 | ||||||
Charter Amendment [Member] | |||||||
Description of Organization, Business Operations and Liquidity | |||||||
Minimum period to file charter amendment | 15 days | ||||||
Cash withdrawn from Trust Account in connection with redemption | $ 332,000,000 | ||||||
Class A Ordinary shares subject to redemption | |||||||
Description of Organization, Business Operations and Liquidity | |||||||
Shares issued upon conversion | shares | 11,983,333 | ||||||
Class A ordinary shares | |||||||
Description of Organization, Business Operations and Liquidity | |||||||
Common shares, shares issued (in shares) | shares | 47,933,333 | ||||||
Common shares, shares outstanding (in shares) | shares | 47,933,333 | ||||||
Class B Ordinary shares | |||||||
Description of Organization, Business Operations and Liquidity | |||||||
Shares cancelled | shares | 11,983,333 | ||||||
Common shares, shares issued (in shares) | shares | 0 | 0 | 11,983,333 | ||||
Common shares, shares outstanding (in shares) | shares | 0 | 0 | 11,983,333 | ||||
Public shares | |||||||
Description of Organization, Business Operations and Liquidity | |||||||
Common shares, shares outstanding (in shares) | shares | 2,383,053 | ||||||
Public shares | Charter Amendment [Member] | |||||||
Description of Organization, Business Operations and Liquidity | |||||||
Number of shares held by the shareholders exercised their right to redeem shares | shares | 32,116,947 | ||||||
Price per share | $ / shares | $ 10.34 | ||||||
Warrants | |||||||
Description of Organization, Business Operations and Liquidity | |||||||
Number of warrants issued to purchase ordinary shares (in shares) | shares | 17,975,000 | ||||||
Private placement warrants | |||||||
Description of Organization, Business Operations and Liquidity | |||||||
Number of warrants issued to purchase ordinary shares (in shares) | shares | 725,000 | ||||||
IPO | |||||||
Description of Organization, Business Operations and Liquidity | |||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10.20 | |||||
Offering costs | $ 21,266,594 | ||||||
Underwriting fees | 6,000,000 | ||||||
Deferred underwriting fee payable | 14,700,000 | ||||||
Other offering costs | $ 566,594 | ||||||
IPO | Private placement warrants | |||||||
Description of Organization, Business Operations and Liquidity | |||||||
Purchase price, per unit | $ / shares | $ 10.20 | ||||||
Payments for investment of cash in trust account | $ 351,900,000 | ||||||
Private placement | |||||||
Description of Organization, Business Operations and Liquidity | |||||||
Number of warrants issued to purchase ordinary shares (in shares) | shares | 1,360,000 | ||||||
Price of warrant | $ / shares | $ 10 | ||||||
Proceeds from sale of warrants | $ 13,600,000 | ||||||
Private placement | Private placement warrants | |||||||
Description of Organization, Business Operations and Liquidity | |||||||
Number of warrants issued to purchase ordinary shares (in shares) | shares | 1,450,000 | ||||||
Price of warrant | $ / shares | $ 10 | ||||||
Proceeds from sale of warrants | $ 14,500,000 | ||||||
Over-allotment option | |||||||
Description of Organization, Business Operations and Liquidity | |||||||
Sale of units, net of underwriting discounts (in shares) | shares | 4,500,000 | 4,500,000 | 4,500,000 | ||||
Proceeds from issuance initial public offering | $ 45,000,000 | ||||||
Deferred underwriting fee payable | $ 2,700,000 | ||||||
Ordinary shares | IPO | |||||||
Description of Organization, Business Operations and Liquidity | |||||||
Sale of units, net of underwriting discounts (in shares) | shares | 30,000,000 | ||||||
Purchase price, per unit | $ / shares | $ 10 | ||||||
Proceeds from issuance initial public offering | $ 300,000,000 | ||||||
Sponsor | Private placement | |||||||
Description of Organization, Business Operations and Liquidity | |||||||
Sale of units, net of underwriting discounts (in shares) | shares | 90,000 | ||||||
Proceeds from issuance initial public offering | $ 900,000 | ||||||
Sponsor | Private placement | Private placement warrants | |||||||
Description of Organization, Business Operations and Liquidity | |||||||
Number of warrants issued to purchase ordinary shares (in shares) | shares | 1,300,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Summary of Significant Accounting Policies | ||
Cash equivalents | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Offering costs associated with the initial public offering (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Nov. 08, 2021 |
Summary of Significant Accounting Policies | |||
Deferred underwriting fee payable | $ 14,700,000 | $ 14,700,000 | |
IPO | |||
Summary of Significant Accounting Policies | |||
Offering costs | $ 21,266,594 | ||
Underwriting fees | 6,000,000 | ||
Deferred underwriting fee payable | 14,700,000 | ||
Other offering costs | $ 566,594 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Income Taxes & Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Summary of Significant Accounting Policies | ||
Federal depository insurance coverage amount | $ 250,000 | |
Unrecognized tax benefits | 0 | $ 0 |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 |
Class A Ordinary shares subject to redemption | ||
Summary of Significant Accounting Policies | ||
Class A ordinary shares subject to possible redemption, outstanding (in shares) | 2,383,053 | 34,500,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Class A ordinary shares subject to possible redemption (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |||
Remeasurement for redeemable shares to redemption value | $ 1,780,062 | ||
Class A Ordinary shares subject to redemption | |||
Summary of Significant Accounting Policies | |||
Remeasurement for redeemable shares to redemption value | 1,780,062 | $ 4,964,000 | |
Class A ordinary share subject to possible redemption | 25,373,413 | $ 356,864,000 | $ 351,900,000 |
Redemption | $ (333,270,649) | ||
Temporary equity, shares outstanding | 2,383,053 | 34,500,000 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Net Income (Loss) per Ordinary Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Denominator: | ||
Weighted average shares outstanding, Diluted | 35,950,000 | |
Dilution net income (loss) per share | $ 0 | |
Class B Ordinary Share | ||
Numerator: | ||
Allocation of net income (loss) | $ 200,101 | $ (6,497) |
Denominator: | ||
Weighted average shares outstanding, basic | 4,527,037 | 11,983,333 |
Weighted average shares outstanding, Diluted | 4,527,037 | 11,983,333 |
Basic net income (loss) per share | $ 0.04 | $ 0 |
Dilution net income (loss) per share | $ 0.04 | $ 0 |
Common Class A Subject to Redemption | ||
Numerator: | ||
Allocation of net income (loss) | $ 705,722 | $ (19,491) |
Denominator: | ||
Weighted average shares outstanding, basic | 15,966,122 | 35,950,000 |
Weighted average shares outstanding, Diluted | 15,966,122 | 35,950,000 |
Basic net income (loss) per share | $ 0.04 | $ 0 |
Dilution net income (loss) per share | $ 0.04 | $ 0 |
Non-redeemable ordinary shares | ||
Numerator: | ||
Allocation of net income (loss) | $ 329,577 | |
Denominator: | ||
Weighted average shares outstanding, basic | 7,456,296 | |
Weighted average shares outstanding, Diluted | 7,456,296 | |
Basic net income (loss) per share | $ 0.04 | |
Dilution net income (loss) per share | $ 0.04 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Additional Information (Details) - Warrants - $ / shares | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Nov. 08, 2021 | |
Summary of Significant Accounting Policies | |||
Number of warrants issued to purchase ordinary shares (in shares) | 17,975,000 | ||
Exercise price of warrants | $ 11.50 | ||
Number of shares excluded from computation of diluted earnings per ordinary share | 17,975,000 | 17,975,000 |
Initial Public Offering and O_2
Initial Public Offering and Over-Allotment (Details) - IPO - $ / shares | Nov. 08, 2021 | Mar. 31, 2023 |
Initial Public Offerings And Over Allotment | ||
Sale of units in initial public offering, gross (in shares ) | shares | 34,500,000 | |
Shares issued, price per share | $ 10 | $ 10.20 |
Number of shares in a unit | 1 | |
Public warrants | ||
Initial Public Offerings And Over Allotment | ||
Number of warrants in a unit | 0.5 | |
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 |
Private Placement Warrants (Det
Private Placement Warrants (Details) - USD ($) | Nov. 08, 2021 | Mar. 31, 2023 |
Private placement warrants | ||
Private Placement Warrants | ||
Number of warrants to purchase shares issued | 725,000 | |
Private placement | ||
Private Placement Warrants | ||
Number of warrants to purchase shares issued | 1,360,000 | |
Price of warrants | $ 10 | |
Aggregate purchase price | $ 13,600,000 | |
Private placement | Private placement warrants | ||
Private Placement Warrants | ||
Number of warrants to purchase shares issued | 1,450,000 | |
Price of warrants | $ 10 | |
Aggregate purchase price | $ 14,500,000 | |
Number of warrants in a unit | 0.5 | |
Number of shares per warrant | 1 | |
Exercise price of warrant | $ 11.50 | |
Private placement | Private placement warrants | Sponsor | ||
Private Placement Warrants | ||
Number of warrants to purchase shares issued | 1,300,000 | |
Private placement | Private placement warrants | Cantor | ||
Private Placement Warrants | ||
Number of warrants to purchase shares issued | 150,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | 3 Months Ended | ||||
Jan. 30, 2023 shares | Apr. 22, 2021 USD ($) shares | Mar. 31, 2023 $ / shares | Oct. 01, 2021 shares | Aug. 31, 2021 shares | |
Related Party Transactions | |||||
Conversion ratio | 1 | ||||
Common Class A Subject to Redemption | |||||
Related Party Transactions | |||||
Shares issued upon conversion | 11,983,333 | ||||
Class B Ordinary Share | |||||
Related Party Transactions | |||||
Shares cancelled | 11,983,333 | ||||
Founder shares | Class B Ordinary Share | |||||
Related Party Transactions | |||||
Stock dividend ratio | 0.0195 | 0.3628 | |||
Aggregate number of shares owned | 11,754,150 | ||||
Founder shares | Sponsor | Class B Ordinary Share | |||||
Related Party Transactions | |||||
Aggregate purchase price | $ | $ 25,000 | ||||
Share dividend | 8,625,000 | ||||
Aggregate number of shares owned | 11,983,333 | ||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 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 | ||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||
Founder shares | Sponsor | Class B Ordinary Share | Over-allotment option | |||||
Related Party Transactions | |||||
Shares subject to forfeiture | 1,530,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Nov. 08, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Apr. 22, 2021 | |
Related Party Loans | ||||
Related Party Transactions | ||||
Loan conversion agreement warrant | $ 1,500,000 | |||
Working capital loan | $ 0 | $ 0 | ||
Related Party Loans | Working capital loans warrant | ||||
Related Party Transactions | ||||
Price of warrant | $ 10 | |||
Promissory Note with Related Party | ||||
Related Party Transactions | ||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||
Amount of notes payable repaid | $ 121,158 | |||
Outstanding balance of related party note | $ 0 | 0 | ||
Administrative Support Services | ||||
Related Party Transactions | ||||
Expenses per month | 10,000 | |||
Amount accrued | $ 30,000 | $ 120,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | ||
Nov. 08, 2021 | Nov. 05, 2021 | Mar. 31, 2023 | |
Commitments and Contingencies | |||
Underwriting cash discount per unit | $ 0.20 | ||
Aggregate underwriter cash discount | $ 900,000 | ||
Deferred underwriting commission fee (per unit) | $ 0.40 | ||
Deferred underwriting fee payable | $ 13,800,000 | ||
Aggregate deferred underwriting fee payable | 14,700,000 | ||
Underwriter cash discount | 900,000 | ||
IPO | |||
Commitments and Contingencies | |||
Payment of underwriter discount | 6,000,000 | ||
Deferred underwriting fee payable | $ 13,800,000 | ||
Over-allotment option | |||
Commitments and Contingencies | |||
Underwriting option period | 45 days | ||
Sale of units, net of underwriting discounts (in shares) | 4,500,000 | 4,500,000 | 4,500,000 |
Shareholders' Deficit - Ordinar
Shareholders' Deficit - Ordinary shares (Details) | 3 Months Ended | ||
Mar. 31, 2023 Vote $ / shares shares | Jan. 30, 2023 shares | Dec. 31, 2022 Vote $ / shares shares | |
Class A ordinary shares | |||
Shareholders' Deficit | |||
Ordinary shares, shares issued | 47,933,333 | ||
Ordinary shares, shares outstanding | 47,933,333 | ||
Class A ordinary shares not subject to possible redemption | |||
Shareholders' Deficit | |||
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | |
Ordinary shares, par value (In Dollar per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares issued | 13,433,333 | 1,450,000 | |
Ordinary shares, shares outstanding | 13,433,333 | 1,450,000 | |
Class A Ordinary shares subject to redemption | |||
Shareholders' Deficit | |||
Class A ordinary shares subject to possible redemption, outstanding (in shares) | 2,383,053 | 34,500,000 | |
Class B Ordinary shares | |||
Shareholders' Deficit | |||
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 | |
Ordinary shares, par value (In Dollar per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Ordinary shares, vote per share | Vote | 1 | 1 | |
Ordinary shares, shares issued | 0 | 0 | 11,983,333 |
Ordinary shares, shares outstanding | 0 | 0 | 11,983,333 |
Ratio to be applied to the stock in the conversion | 25% |
Shareholders' Deficit - Prefere
Shareholders' Deficit - Preference shares (Details) - shares | Mar. 31, 2023 | Dec. 31, 2022 |
Shareholders' Deficit | ||
Preference shares , shares authorized | 1,000,000 | 1,000,000 |
Preference shares, shares issued | 0 | 0 |
Preference shares, shares outstanding | 0 | 0 |
Shareholders' Deficit - Public
Shareholders' Deficit - Public warrants (Details) - Public warrants | 3 Months Ended |
Mar. 31, 2023 item $ / shares | |
Shareholders' Deficit | |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Public warrants exercisable term from the closing of the initial public offering | 1 year |
Public warrants expiration term | 5 years |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Redemption period | 30 days |
Warrant redemption condition minimum share price | $ 18 |
Threshold trading days for redemption of public warrants | 20 days |
Threshold consecutive trading days for redemption of public warrants | 30 days |
Share price trigger used to measure dilution of warrant | $ 9.20 |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 |
Trading period after business combination used to measure dilution of warrant | 20 days |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115% |
Threshold number of business days before sending notice of redemption to warrant holders | item | 3 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) | Mar. 31, 2023 shares |
Private placement warrants | |
Warrant Liabilities | |
Number of warrants to purchase shares issued | 725,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of assets and liabilities that are measured at fair value on a recurring basis (Details) - Recurring - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Level 1 | US Treasury Securities | ||
Assets: | ||
U.S. Treasury Securities | $ 25,373,413 | $ 356,864,000 |
Level 3 | ||
Assets: | ||
Warrant Liability- Private Placement Warrants | $ 58,000 | $ 7,250 |
Fair Value Measurements - Quant
Fair Value Measurements - Quantitative information regarding Level 3 fair value measurements (Details) | Mar. 31, 2023 $ / shares item Y | Dec. 31, 2022 item $ / shares Y |
Share Price | ||
Fair Value Measurements | ||
Measurement Input | $ / shares | 10.79 | 10.33 |
Exercise Price | ||
Fair Value Measurements | ||
Measurement Input | $ / shares | 11.50 | 11.50 |
Term (years) | ||
Fair Value Measurements | ||
Measurement Input | Y | 5.51 | 5.10 |
Industry Volatility | ||
Fair Value Measurements | ||
Measurement Input | 0.0340 | 0.0440 |
Risk Free Rate | ||
Fair Value Measurements | ||
Measurement Input | 0.0352 | 0.0391 |
Dividend Yield | ||
Fair Value Measurements | ||
Measurement Input | 0 | 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | May 04, 2023 | May 03, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Purchase agreement | Acquirer | Sponsor | Private placement | ||||
Subsequent Event | ||||
Number of shares issued | 1,000,000 | |||
Class B Ordinary Share | ||||
Subsequent Event | ||||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Subsequent event | Subscription agreement | Investor | ||||
Subsequent Event | ||||
Initial capital contribution | $ 151,000 | |||
Minimum period for payment in case of liquidation | 5 days | |||
Subsequent event | Sponsor | Subscription agreement | Investor | ||||
Subsequent Event | ||||
Minimum period for receiving spac loan from de-spac closing | 5 days | |||
Amount of initial capital considered to issue one share | $ 10 | |||
Maximum reasonable attorney fees | $ 5,000 | |||
Subsequent event | Class A ordinary shares | Subscription agreement | Investor | ||||
Subsequent Event | ||||
Number of shares issued | 151,000 | |||
Common shares, par value (in dollars per share) | $ 0.0001 | |||
Subsequent event | Class A ordinary shares | Purchase agreement | Acquirer | Sponsor | ||||
Subsequent Event | ||||
Number of shares issued | 7,988,889 | |||
Purchase price | $ 1 | |||
Subsequent event | Class A ordinary shares | Purchase agreement | Acquirer | Sponsor | Private placement | ||||
Subsequent Event | ||||
Number of warrants in a unit | 0.5 | |||
Number of shares per warrant | 1 | |||
Number of shares in a unit | 1 | |||
Subsequent event | Class A ordinary shares | Sponsor | Subscription agreement | Investor | ||||
Subsequent Event | ||||
Number of shares issuable for each $10 initial capital contribution | 1 |