Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 15, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | Spree Acquisition Corp. 1 Ltd | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001881462 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-41172 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 94 Yigal Alon | |
Entity Address, Address Line Two | Building B | |
Entity Address, Address Line Three | 31st floor | |
Entity Address, City or Town | Tel Aviv | |
Entity Address, Postal Zip Code | 6789139 | |
Entity Address, Country | IL | |
City Area Code | +972 | |
Local Phone Number | 50-731-0810 | |
Entity Interactive Data Current | Yes | |
Class A ordinary shares, par value $0.0001 per share | ||
Document Information Line Items | ||
Trading Symbol | SHAP | |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Security Exchange Name | NYSE | |
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 [Member] | ||
Document Information Line Items | ||
Trading Symbol | SHAPW | |
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Security Exchange Name | NYSE | |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of a redeemable warrant | ||
Document Information Line Items | ||
Trading Symbol | SHAPU | |
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of a redeemable warrant | |
Security Exchange Name | NYSE | |
Class A Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 20,945,715 | |
Class B Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 5,000,000 |
Unaudited Condensed Balance She
Unaudited Condensed Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | ||
CURRENT ASSETS: | ||||
Cash and cash equivalents | [1] | $ 7 | ||
Related party receivable | 15 | 15 | ||
Prepaid expenses | 260 | 351 | ||
TOTAL CURRENT ASSETS | 275 | 373 | ||
Cash and cash equivalents held in Trust Account | 208,921 | 206,826 | ||
TOTAL ASSETS | 209,196 | 207,199 | ||
CURRENT LIABILITIES: | ||||
Accrued expenses | 2,113 | 1,823 | ||
TOTAL CURRENT LIABILITIES | 2,113 | 1,823 | ||
NON-CURRENT LIABILITY: | ||||
Deferred underwriting compensation | 9,000 | 9,000 | ||
TOTAL LIABILITIES | 11,113 | 10,823 | ||
COMMITMENTS AND CONTINGENCIES (Note 6) | ||||
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION: 20,000,000 shares at March 31, 2023 and December 31, 2022, respectively, at a redemption value of $10.45 per share | 208,921 | 206,826 | ||
CAPITAL DEFICIENCY: | ||||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized, 945,715 shares issued and outstanding (excluding 20,000,000 shares subject to possible redemption) at March 31, 2023 and December 31, 2022, respectively | [1] | |||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized, 5,000,000 issued and outstanding at March 31, 2023 and December 31, 2022, respectively | [1] | |||
Preference Shares, $0.0001 par value; 5,000,000 shares authorized, no shares issued and outstanding as of March 31, 2023 | ||||
Additional paid-in capital | ||||
Accumulated deficit | (10,838) | (10,450) | ||
TOTAL CAPITAL DEFICIENCY | (10,838) | (10,450) | ||
TOTAL LIABILITIES AND SHARES SUBJECT TO POSSIBLE REDEMPTION NET OF CAPITAL DEFICIENCY | $ 209,196 | $ 207,199 | ||
[1]Represents an amount less than 1 thousand US Dollars. |
Unaudited Condensed Balance S_2
Unaudited Condensed Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Shares subject to possible redemption | 20,000,000 | 20,000,000 |
Redemption value of per share (in Dollars per share) | $ 10.45 | $ 10.45 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 5,000,000 | 5,000,000 |
Preference shares, shares issued | ||
Preference shares, shares outstanding | ||
Class A Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued | 945,715 | 945,715 |
Ordinary shares, shares outstanding | 945,715 | 945,715 |
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued | 5,000,000 | 5,000,000 |
Ordinary shares, shares outstanding | 5,000,000 | 5,000,000 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
INTEREST EARNED ON MARKETABLE SECURITIES HELD IN TRUST ACCOUNT | $ 2,095 | $ 13 |
OPERATING EXPENSES | (388) | (303) |
NET INCOME (LOSS) FOR THE PERIOD | $ 1,707 | $ (290) |
Class A Ordinary Shares | ||
WEIGHTED AVERAGE OF ORDINARY SHARES (in Shares) | 20,000,000 | 20,000,000 |
BASIC AND DILUTED EARNING (LOSS) PER SUBJECT TO POSSIBLE REDEMPTION, see Note 4 (in Dollars per share) | $ 0.09 | $ (0.01) |
NON-REDEEMABLE CLASS A AND CLASS B | ||
WEIGHTED AVERAGE OF ORDINARY SHARES (in Shares) | 5,945,715 | 5,945,715 |
BASIC AND DILUTED EARNING (LOSS) PER SUBJECT TO POSSIBLE REDEMPTION, see Note 4 (in Dollars per share) | $ (0.01) | $ (0.01) |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Operations (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Class A Ordinary Shares | ||
DILUTED EARNING (LOSS) PER SUBJECT TO POSSIBLE REDEMPTION, see Note 4 | $ 0.09 | $ (0.01) |
NON-REDEEMABLE CLASS A AND CLASS B | ||
DILUTED EARNING (LOSS) PER SUBJECT TO POSSIBLE REDEMPTION, see Note 4 | $ (0.01) | $ (0.01) |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Changes in Capital Deficiency Equity - USD ($) $ in Thousands | Class A Ordinary shares | Class B Ordinary shares | Additional paid-in capital | Accumulated deficit | Total | ||
Balance at Dec. 31, 2021 | [1] | [1] | $ (7,352) | $ (7,352) | |||
Balance (in Shares) at Dec. 31, 2021 | 945,715 | 5,031,250 | |||||
forfeiture of Class B ordinary shares (note 3) | |||||||
forfeiture of Class B ordinary shares (note 3) (in Shares) | (31,250) | ||||||
Net income (loss) for the period | (290) | (290) | |||||
Balance at Mar. 31, 2022 | [1] | [1] | (7,642) | (7,642) | |||
Balance (in Shares) at Mar. 31, 2022 | 945,715 | 5,000,000 | |||||
Balance at Dec. 31, 2022 | [1] | [1] | (10,450) | (10,450) | |||
Balance (in Shares) at Dec. 31, 2022 | 945,715 | 5,000,000 | |||||
Accretion of Class A ordinary shares subject to redemption to redemption amount | (2,095) | (2,095) | |||||
Net income (loss) for the period | 1,707 | 1,707 | |||||
Balance at Mar. 31, 2023 | [1] | [1] | $ (10,838) | $ (10,838) | |||
Balance (in Shares) at Mar. 31, 2023 | 945,715 | 5,000,000 | |||||
[1]Represents an amount less than 1 thousand US Dollars. |
Unaudited Condensed Statement_4
Unaudited Condensed Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) for the period | $ 1,707 | $ (290) | |
Changes in operating assets and liabilities: | |||
Prepaid expenses | 91 | 77 | |
Accrued expenses | 290 | 18 | |
Changes in operating assets and liabilities | 381 | 95 | |
Net cash provided by (used in) operating activities | 2,088 | (195) | |
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT | 2,088 | (195) | |
CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT AT BEGINNING OF THE PERIOD | 206,833 | 205,011 | |
CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT AT END OF THE PERIOD | 208,921 | 204,816 | |
RECONCILIATION OF CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT: | |||
Cash and cash equivalents | [1] | 803 | |
Cash and cash equivalents held in trust account | 208,921 | 204,013 | |
CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT AT END OF THE PERIOD | $ 208,921 | $ 204,816 | |
[1]Represents an amount less than 1 thousand US Dollars. |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2023 | |
Description of Organization and Business Operations [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS: a. Organization and General SPREE ACQUISITION CORP. 1 LIMITED (hereafter – the Company) is a blank check company, incorporated on August 6, 2021 as a Cayman Islands exempted company, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (hereafter – the Business Combination). Although the Company is not limited to a particular industry or geographic region for the purpose of consummating a Business Combination, the Company intends to focus its search on mobility-related technology businesses. The Company is an early stage and an emerging growth company, and as such, the Company is subject to all of its risks associated with early stage and emerging growth companies. All activity for the represented periods relates to identifying and evaluating prospective acquisition targets for an Initial Business Combination. The Company generates income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering and the Private Placement (as defined below in Note 1(b)). The Company has selected December 31 as its fiscal year end. b. Sponsor and Financing The Company’s sponsor is Spree Operandi, LP, a Cayman Islands exempted limited partnership, which formed a wholly owned subsidiary, Spree Operandi U.S. LP, a Delaware limited partnership, for purposes of holding securities of the Company (collectively, the parent company and subsidiary, the “Sponsor”). The registration statement relating to the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission (the “SEC”) on December 15, 2021. The initial stage of the Company’s Public Offering— the sale of 20,000,000 Units at a price of $10 per Unit or $200 million in the aggregate — closed on December 20, 2021. In addition, the Sponsor purchased in a private placement that closed concurrently with the Public Offering (the “Private Placement”) an aggregate of 945,715 private Units (see also note 3) (the “Private Units”) at a price of $10 per Private Unit, or $9,457,150 in the aggregate. Upon those closings, $204 million was placed in a trust account (the “Trust Account”) (see also note 1(c) below). Out of the $204 million placed in the trust account, $200 million was derived from the gross proceeds of the Public Offering, inclusive of the partial exercise of the over-allotment option by the underwriter, and an additional $4 million was derived from the proceeds invested by the Company’s Sponsor in the Private Placement, for the benefit of the public. The Company intends to finance its initial Business Combination with the net proceeds from the Public Offering and the Private Placement. c. The Trust Account The proceeds held in the Trust Account are invested only in specified U.S. government treasury bills or in specified money market funds registered under the Investment Company Act and compliant with Rule 2a-7. Unless and until the Company completes the Business Combination, it may pay its expenses only from the net proceeds of the Private Placement held outside of the Trust Account. d. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding taxes payable on the income accrued in the Trust Account). There is no assurance that the Company will be able to successfully consummate an initial Business Combination. The Company, after signing a definitive agreement for an initial Business Combination, will provide its public shareholders the opportunity to redeem all or a portion of their shares upon the completion of the initial Business Combination, either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5 million following such redemptions. In such case, the Company would not proceed with the redemption of its public shares and the related initial Business Combination, and instead may search for an alternate initial Business Combination. If the Company holds a shareholder vote or there is a tender offer for shares in connection with an initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account, calculated as of two days prior to the general meeting or commencement of the Company’s tender offer, including interest but less taxes payable. As a result, the Company’s Class A ordinary shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s memorandum and articles of association, if the Company is unable to complete the initial Business Combination within a 15-month period (such 15-month period extended (a) to 18 months if the Company has filed (i) a Form 8-K including a definitive merger or acquisition agreement or (ii) a proxy statement, registration statement or similar filing for an initial business combination but has not completed the initial business combination within such 15-month period or (b) two instances by an additional nine months each instance for a total of up to 18 months or 21 months, respectively, by depositing into the trust account for each nine month extension an amount equal to $0.10 per unit) or during any shareholder-approved extension period, (hereafter — the Combination Period), following the closing of the Public Offering, 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 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100 thousand of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Class B ordinary shares (as described in note 3) held by them if the Company fails to complete the initial Business Combination within 15 months or during any extension period following the closing of the Public Offering. However, if the Sponsor or any of the Company’s directors or officers acquire any Class A ordinary shares, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, under the circumstances, and, subject to the limitations, described herein. In October 2022, the Company entered into a business combination agreement with WHC Worldwide, LLC, a Missouri limited liability company doing business as zTrip. This proposed Business Combination was unanimously approved by the board of directors of Spree and also approved by the sole managing member, and the requisite holders of the issued and outstanding units, of WHC LLC. The proposed Business Combination is expected to close in the first half of 2023. However, there can be no assurance that the Company will be able to consummate the Business Combination. The Company intend to effectuate this initial business combination using (i) cash from the proceeds of the initial public offering and the private placement of the private units, (ii) cash from a new PIPE financing involving the sale of shares and/or other equity, (iii) cash from one or more debt financings, and/or (iv) issuance of shares to target company shareholders. e. Substantial Doubt about the Company’s Ability to continue as a Going Concern As of March 31, 2023, the Company had no cash and an accumulated deficit of $10,838 thousand. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standard Codification 205-40, “Going Concern”, the Company will need to obtain additional funds in order to satisfy its liquidity needs in its search for an Initial Business Combination. Since its inception date and through the issuance date of these financial statements, the Company’s liquidity needs were satisfied through an initial capital injection from the Sponsor, followed by net Private Placement proceeds, as well as several borrowings of funds under promissory notes issued by the Company to the Sponsor (which borrowings were repaid upon the closing of the Company’s Public Offering). Management has determined that it will need to rely and is significantly dependent on amounts to be made available under future promissory notes or other forms of financial support to be provided by the Sponsor (which the Sponsor is not obligated to provide). Moreover, the Company has until June 20, 2023 (which reflects an Extension Period due to the Company’s announcement of entry into the Business Combination Agreement, see d. Initial Business Combination above) to consummate the initial Business Combination. If a business combination is not consummated by this date (unless extended, see also Note 7 about proposal to approve extension), there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the need to obtain additional funds in order to satisfy its liquidity needs, as well as the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. The Company intends to complete the Initial Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination ahead of June 20, 2023, nor that it will be able to raise sufficient funds to complete an Initial Business Combination. No adjustments have been made to the carrying amounts and classification of assets or liabilities should the Company fail to obtain financial support in its search for an Initial Business Combination, nor if it is required to liquidate after June 20, 2023. f. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make a comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible, because of the potential differences in accounting standards used. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: The financial statement has been prepared in accordance with accounting principles generally accepted in the United States of America (hereafter – U.S. GAAP) and the regulations of the Securities Exchange Commission (hereafter – SEC). The significant accounting policies used in the preparation of the financial statement are as follows: a. Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q. Certain disclosures included in the financial statements as of December 31, 2022, have been condensed or omitted from these financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. These unaudited condensed financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These adjustments are of a normal, recurring nature. Interim period operating results may not be indicative of the operating results for a full year. The unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements. b. Use of estimates in the preparation of financial statement The preparation of the financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates and such differences may have a material impact on the Company’s financial statement. c. Earnings (loss) per share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Basic earnings per share is computed by dividing net loss attributable to holders of ordinary shares of the Company, by the weighted average number of ordinary shares outstanding for the reporting period. In computing the Company’s diluted earnings per share, the denominator for diluted earnings per share is a computation of the weighted-average number of ordinary shares and the potential dilutive ordinary shares outstanding during the period. d. Fair value measurement Fair value is based on the price that would be received from the sale of an asset or that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into nine broad levels, which are described as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value. e. Income tax The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (hereafter – ASC 740). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that a portion or all of the deferred tax assets will not be realized, based on the weight of available positive and negative evidence. Deferred tax liabilities and assets are classified as non-current in accordance with ASC 740. The Company accounts for uncertain tax positions (“UTPs”) in accordance with ASC 740-10. ASC 740-10 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative probability) likely to be realized upon ultimate settlement. The Company accrues interest and penalties related to unrecognized tax benefits under taxes on income (tax benefit). f. Recent accounting pronouncements 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 statements. |
Capital Deficiency
Capital Deficiency | 3 Months Ended |
Mar. 31, 2023 | |
Capital Deficiency [Abstract] | |
CAPITAL DEFICIENCY | NOTE 3 - CAPITAL DEFICIENCY: a. Ordinary Shares Class A ordinary shares The Company is authorized to issue up to 500,000,000 Class A ordinary shares of $0.0001 par value each. Pursuant to the Public Offering, as of March 31, 2023, the Company issued and sold an aggregate of 20,000,000 Class A ordinary shares as part of the Units sold in the transaction. The Units (which also included 10,000,000 public warrants – the “Public Warrants”) were sold at a price of $10 per Unit, for aggregate consideration of $200 million in the Public Offering. The Sponsor purchased an aggregate of 945,715 private shares as part of the Private Units (which also included 472,858 private warrants – the “Private Warrants”) sold in the Private Placement at a price of $10 per Private Unit, or $9,457,150 in the aggregate. The Private and Public Warrants (together – the “Warrants”) are exercisable to purchase one Class A share at a price per share of $11.50. Each Warrant will become exercisable 30 days after the completion of the Company’s Business Combination and will expire at 5:00 p.m., New York City time, five years after the completion of the Business Combination or earlier upon redemption (only in the case of the Public Warrants, see below for redemption of the Private Warrants) or liquidation. The Warrants may only be gross physically settled, as there are no cashless exercise provisions. Once the Public Warrants become exercisable, the Company may redeem them in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders. During such notice period, the warrants remain exercisable. The Private Warrants are identical to the Public Warrants except that: (1) they (including the ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the sponsor until 30 days after the completion of the initial business combination; (2) they (including the ordinary shares issuable upon exercise of these warrants) are not registered but are entitled to registration rights; and (3) prior to being sold in the open market or transferred into “street name”, they are not redeemable by the Company. Class B ordinary shares The Company is authorized to issue up to 50,000,000 Class B ordinary shares of $0.0001 par value each. On August 23, 2021 the Company issued 5,750,000 Class B ordinary shares of $0.0001 par value each for a total consideration of $25,000 to the Sponsor. On November 23, 2021, the Sponsor surrendered to the Company for cancellation and for nil Class B ordinary shares are convertible into Class A ordinary shares, on a one-to-one basis, at any time and from time to time at the option of the holder, or automatically on the day of the Business Combination. Class B ordinary shares also possess the sole right to vote for the election or removal of directors, until the consummation of an initial Business Combination. b. Preference shares The Company is authorized to issue up to 5,000,000 preference shares of $0.0001 par value each. As of March 31, 2023, the Company has no |
Earning (loss) Per Share
Earning (loss) Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings (Loss) Per Share [Abstract] | |
EARNING (LOSS) PER SHARE | NOTE 4 EARNING (LOSS) PER SHARE: a. Basic As of March 31, 2023, the Company had two classes of ordinary shares, Class A ordinary shares subject to possible redemption and non-redeemable Class A ordinary shares and Class B ordinary shares. Earnings or losses are shared pro rata (excluding the interest earned on marketable securities held in trust account) between the two classes of ordinary shares, based on the weighted average number of shares issued outstanding for the period ended March 31, 2023. Then, the interest earned on marketable securities held in trust account (being the accretion to redemption value of the Class A ordinary shares subject to possible redemption) is fully allocated to the Class A ordinary shares subject to redemption. The calculation is as follows: Three months ended 2023 2022 U.S. dollars in thousands Net income (loss) for the period 1,707 (290 ) Less- interest earned on marketable securities held in trust account (2,095 ) - Net loss excluding interest (388 ) (290 ) Class A ordinary shares subject to possible redemption: Numerator: Net loss excluding interest (299 ) (220 ) Accretion on Class A ordinary shares subject to possible redemption to redemption amount (“Accretion”) 2,095 - 1,796 (220 ) Denominator: Weighted average number of shares 20,000,000 20,000,000 Basic and diluted earnings (loss) per Class A ordinary share subject to possible redemption 0.09 (0.01 ) Non-redeemable Class A and Class B ordinary shares: Numerator: Net loss excluding interest (89 ) (70 ) (89 ) (70 ) Denominator: Weighted average number of shares 5,945,715 5,945,715 Basic and diluted loss per non-redeemable Class A and Class B ordinary shares (0.01 ) (0.01 ) b. Diluted The Company had outstanding warrants to purchase up to 10,472,858 class A shares. The weighted average of such shares was excluded from diluted net loss per share calculation since the exercise of the warrants is contingent on the occurrence of future events. As of March 31, 2023, the Company did not have any dilutive securities or any other contracts which could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 - RELATED PARTY TRANSACTIONS: On August 22, 2021, the Company signed an agreement with the Sponsor, under which the Company shall pay the Sponsor a fixed $10 thousand per month for office space, utilities and other administrative expenses. The monthly payments under this administrative services agreement commenced on the effective date of the registration statement for the Public Offering and will continue until the earlier of (i) the consummation of the Company’s Business Combination, or (ii) the Company’s liquidation. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 - COMMITMENTS AND CONTINGENCIES: Underwriter’s Deferred Compensation Under the Underwriting Agreement, the Company shall pay an additional fee (the “Deferred Underwriting Compensation”) of 4.5% ($9 million) of the gross proceeds of the Public Offering, payable upon the Company’s completion of the Business Combination. The Deferred Underwriting Compensation will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes the Business Combination. The Deferred Underwriting Compensation has been recorded as a deferred liability on the balance sheet as of March 31, 2023, as management has deemed the consummation of a Business Combination to be probable. |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | NOTE 7 - SUBSEQUENT EVENT: On May 15, 2023, the Company filed with the SEC, and soon thereafter it intends to distribute to its shareholders, a notice and proxy statement in respect of extension meeting for the purpose of considering and voting on, among other proposals a proposal to approve the extension by three months ( from June 20, 2023 to September 20, 2023 or such earlier date as may be determined by the Company’s board of directors in its sole discretion) of the deadline by which the Company needs to consummate an initial business combination. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q. Certain disclosures included in the financial statements as of December 31, 2022, have been condensed or omitted from these financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. These unaudited condensed financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These adjustments are of a normal, recurring nature. Interim period operating results may not be indicative of the operating results for a full year. The unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements. |
Use of estimates in the preparation of financial statement | Use of estimates in the preparation of financial statement The preparation of the financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates and such differences may have a material impact on the Company’s financial statement. |
Earnings (loss) per share | Earnings (loss) per share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Basic earnings per share is computed by dividing net loss attributable to holders of ordinary shares of the Company, by the weighted average number of ordinary shares outstanding for the reporting period. In computing the Company’s diluted earnings per share, the denominator for diluted earnings per share is a computation of the weighted-average number of ordinary shares and the potential dilutive ordinary shares outstanding during the period. |
Fair value measurement | Fair value measurement Fair value is based on the price that would be received from the sale of an asset or that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into nine broad levels, which are described as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value. |
Income tax | Income tax The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (hereafter – ASC 740). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that a portion or all of the deferred tax assets will not be realized, based on the weight of available positive and negative evidence. Deferred tax liabilities and assets are classified as non-current in accordance with ASC 740. The Company accounts for uncertain tax positions (“UTPs”) in accordance with ASC 740-10. ASC 740-10 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative probability) likely to be realized upon ultimate settlement. The Company accrues interest and penalties related to unrecognized tax benefits under taxes on income (tax benefit). |
Recent accounting pronouncements | Recent accounting pronouncements 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 statements. |
Earning (loss) Per Share (Table
Earning (loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings (Loss) Per Share Table [Abstract] | |
Schedule of earnings or losses are shared pro rata between the two classes of ordinary shares | Three months ended 2023 2022 U.S. dollars in thousands Net income (loss) for the period 1,707 (290 ) Less- interest earned on marketable securities held in trust account (2,095 ) - Net loss excluding interest (388 ) (290 ) Class A ordinary shares subject to possible redemption: Numerator: Net loss excluding interest (299 ) (220 ) Accretion on Class A ordinary shares subject to possible redemption to redemption amount (“Accretion”) 2,095 - 1,796 (220 ) Denominator: Weighted average number of shares 20,000,000 20,000,000 Basic and diluted earnings (loss) per Class A ordinary share subject to possible redemption 0.09 (0.01 ) Non-redeemable Class A and Class B ordinary shares: Numerator: Net loss excluding interest (89 ) (70 ) (89 ) (70 ) Denominator: Weighted average number of shares 5,945,715 5,945,715 Basic and diluted loss per non-redeemable Class A and Class B ordinary shares (0.01 ) (0.01 ) |
Description of Organization a_2
Description of Organization and Business Operations (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Description of Organization and Business Operations (Details) [Line Items] | |
Sale of units (in Shares) | shares | 20,000,000 |
Sale of price per unit (in Dollars per share) | $ / shares | $ 10 |
Aggregate value | $ 200,000 |
Trust account | 204,000 |
Gross proceeds of the public offering | 200,000 |
Derived from proceeds | $ 4,000 |
Fair market value, percentage | 80% |
Net tangible assets | $ 5,000 |
Extension amount per share (in Dollars per share) | $ / shares | $ 0.1 |
Business days | 10 days |
Taxes payable | $ 100 |
Cash | $ 10,838 |
Private Placement [Member] | |
Description of Organization and Business Operations (Details) [Line Items] | |
Sale of units (in Shares) | shares | 945,715 |
Sale of price per unit (in Dollars per share) | $ / shares | $ 10 |
Aggregate value | $ 9,457,150 |
Over-Allotment Option [Member] | |
Description of Organization and Business Operations (Details) [Line Items] | |
Trust account | $ 204,000 |
Significant Accounting Polici_2
Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Tax benefit percentage | 50% |
Capital Deficiency (Details)
Capital Deficiency (Details) - USD ($) | 3 Months Ended | ||||
Nov. 23, 2021 | Aug. 23, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Jan. 29, 2022 | |
Capital Deficiency (Details) [Line Items] | |||||
Aggregate consideration (in Dollars) | $ 200,000,000 | ||||
Purchased an aggregate shares | 945,715 | ||||
Aggregate value (in Dollars) | $ 9,457,150 | ||||
Sponsor fees (in Dollars) | $ 25,000 | ||||
Consideration for cancellation shares | 718,750 | ||||
Aggregate of additional units | 125,000 | ||||
Preference shares, shares authorized | 5,000,000 | 5,000,000 | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Preference shares, shares issued | |||||
Preference shares, shares outstanding | |||||
Public Warrants [Member] | |||||
Capital Deficiency (Details) [Line Items] | |||||
Warrants shares (in Dollars) | $ 10,000,000 | ||||
Price per share (in Dollars per share) | $ 10 | ||||
Private Warrants [Member] | |||||
Capital Deficiency (Details) [Line Items] | |||||
Warrants shares (in Dollars) | $ 472,858 | ||||
Private Placement [Member] | |||||
Capital Deficiency (Details) [Line Items] | |||||
Price per share (in Dollars per share) | $ 10 | ||||
Over-Allotment Option [Member] | |||||
Capital Deficiency (Details) [Line Items] | |||||
Subject to forfeiture | 5,000,000 | ||||
Warrant [Member] | |||||
Capital Deficiency (Details) [Line Items] | |||||
Exercisable price per share (in Dollars per share) | $ 0.01 | ||||
Class A Ordinary Shares [Member] | |||||
Capital Deficiency (Details) [Line Items] | |||||
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Issued and sold an aggregate shares | 20,000,000 | ||||
Price per share (in Dollars per share) | $ 18 | ||||
Exercisable price per share (in Dollars per share) | $ 11.5 | ||||
Class B Ordinary Shares [Member] | |||||
Capital Deficiency (Details) [Line Items] | |||||
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Issued and sold an aggregate shares | 5,750,000 | ||||
Price per share (in Dollars per share) | $ 0.0001 | ||||
Result of original shares | 31,250 | ||||
Class B Ordinary Shares [Member] | Sponsor [Member] | |||||
Capital Deficiency (Details) [Line Items] | |||||
Ordinary shares issued | 5,031,250 | ||||
Sponsor [Member] | |||||
Capital Deficiency (Details) [Line Items] | |||||
Consideration for cancellation shares |
Earning (loss) Per Share (Detai
Earning (loss) Per Share (Details) | Mar. 31, 2023 shares |
Earnings Per Share [Abstract] | |
Outstanding warrants to purchase | 10,472,858 |
Earning (loss) Per Share (Det_2
Earning (loss) Per Share (Details) - Schedule of earnings or losses are shared pro rata between the two classes of ordinary shares - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earning (loss) Per Share (Details) - Schedule of earnings or losses are shared pro rata between the two classes of ordinary shares [Line Items] | ||
Net income (loss) for the period | $ 1,707 | $ (290) |
Less- interest earned on marketable securities held in trust account | (2,095) | |
Net loss excluding interest | (388) | (290) |
Class A Ordinary Shares [Member] | ||
Earning (loss) Per Share (Details) - Schedule of earnings or losses are shared pro rata between the two classes of ordinary shares [Line Items] | ||
Net loss excluding interest | (299) | (220) |
Class A ordinary shares subject to possible redemption: | ||
Accretion on Class A ordinary shares subject to possible redemption to redemption amount (“Accretion”) | 2,095 | |
Total redeemable ordinary shares | $ 1,796 | $ (220) |
Weighted average number of shares (in Shares) | 20,000,000 | 20,000,000 |
Basic and diluted earnings per Class A ordinary share subject to possible redemption (in Dollars per share) | $ 0.09 | $ (0.01) |
Non-redeemable [Member] | ||
Earning (loss) Per Share (Details) - Schedule of earnings or losses are shared pro rata between the two classes of ordinary shares [Line Items] | ||
Net loss excluding interest | $ (89) | $ (70) |
Total | $ (89) | $ (70) |
Weighted average number of shares (in Shares) | 5,945,715 | 5,945,715 |
Basic and diluted loss per non-redeemable Class A and Class B ordinary shares (in Dollars per share) | $ (0.01) | $ (0.01) |
Class A ordinary shares subject to possible redemption: | ||
Basic and diluted earnings per Class A ordinary share subject to possible redemption (in Dollars per share) | $ (0.01) | $ (0.01) |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 1 Months Ended |
Aug. 22, 2021 USD ($) | |
Related Party Transactions [Abstract] | |
Administrative expenses | $ 10 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Commitments and Contingencies (Details) [Line Items] | |
Deferred underwriting compensation, percentage | 4.50% |
Public Offering [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Gross proceeds of public offering | $ 9 |