Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 15, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Entity File Number | 001-41086 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001883962 | |
Entity Registrant Name | ALSP ORCHID ACQUISITION CORPORATION I | |
Entity Tax Identification Number | 98-1624733 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 2815 Eastlake Avenue East | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Seattle | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98102 | |
City Area Code | 206 | |
Local Phone Number | 957-7300 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A ordinary shares, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | ALORU | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Trading Symbol | ALOR | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 2,911,327 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,312,500 | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | ALORW | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 47,130 | $ 211,306 |
Prepaid Insurance | 183,271 | 287,494 |
Total current assets | 230,401 | 498,800 |
Cash and cash equivalents held in Trust account | 21,066,569 | 177,454,035 |
Total assets | 21,296,970 | 177,952,835 |
Current liabilities | ||
Accounts payable and accrued expense | 303,643 | 26,201 |
Due to related party | 25,265 | 17,815 |
Total current liabilities | 328,908 | 44,016 |
Deferred underwriting commissions | 6,037,500 | 6,037,500 |
Total liabilities | 6,366,408 | 6,081,516 |
Commitments and Contingencies | ||
Shareholders' Deficit | ||
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (6,136,530) | (5,583,239) |
Total shareholders' deficit | (6,136,007) | (5,582,716) |
Total liabilities, redeemable Class A ordinary shares and shareholders' deficit | 21,296,970 | 177,952,835 |
Common Class A [Member] | ||
Current liabilities | ||
Class A ordinary shares subject to possible redemption, 1,996,327 and 17,250,000 shares at redemption value as of March 31, 2023 and December 31, 2022, respectively | 21,066,569 | 177,454,035 |
Shareholders' Deficit | ||
Common stock | 92 | 92 |
Common Class B [Member] | ||
Shareholders' Deficit | ||
Common stock | $ 431 | $ 431 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred stock par or stated value 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 |
Common Class A [Member] | ||
Temporary equity shares outstanding | 1,996,327 | 17,250,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 100,000,000 | 100,000,000 |
Common stock shares issued | 915,000 | 915,000 |
Common stock shares outstanding | 915,000 | 915,000 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 10,000,000 | 10,000,000 |
Common stock shares issued | 4,312,500 | 4,312,500 |
Common stock shares outstanding | 4,312,500 | 4,312,500 |
Condensed Statement Of Operatio
Condensed Statement Of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
General and administrative expenses | $ 493,291 | $ 294,014 |
Administrative expenses - related party | 60,000 | 60,000 |
Loss from operations | (553,291) | (354,014) |
Interest earned on investments held in Trust Account | 1,859,374 | 3,350 |
Net income (loss) before income taxes | 1,306,083 | (350,664) |
Income tax provision | (557,812) | (1,005) |
Net income (loss) | $ 748,271 | $ (351,669) |
Class A redeemable ordinary shares [Member] | ||
Basic weighted average shares outstanding | 9,623,164 | 17,250,000 |
Diluted weighted average shares outstanding | 9,623,164 | 17,250,000 |
Basic net income (loss) per share | $ 0.1 | $ 0 |
Diluted net income (loss) per share | $ 0.1 | $ 0 |
Class A and Class B non-redeemable ordinary shares [Member] | ||
Basic weighted average shares outstanding | 5,227,500 | 5,227,500 |
Diluted weighted average shares outstanding | 5,227,500 | 5,227,500 |
Basic net income (loss) per share | $ (0.04) | $ (0.07) |
Diluted net income (loss) per share | $ (0.04) | $ (0.07) |
Condensed statement of changes
Condensed statement of changes in Shareholders' deficit - USD ($) | Total | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2021 | $ (4,431,936) | $ 92 | $ 431 | $ 0 | $ (4,432,459) |
Beginning balance (in shares) at Dec. 31, 2021 | 915,000 | 4,312,500 | |||
Net income (loss) | (351,669) | (351,669) | |||
Ending balance at Mar. 31, 2022 | (4,783,605) | $ 92 | $ 431 | 0 | (4,784,128) |
Ending balance (in shares) at Mar. 31, 2022 | 915,000 | 4,312,500 | |||
Beginning balance at Dec. 31, 2022 | (5,582,716) | $ 92 | $ 431 | 0 | (5,583,239) |
Beginning balance (in shares) at Dec. 31, 2022 | 915,000 | 4,312,500 | |||
Accretion of Class A ordinary shares to redemption value | (1,301,562) | (1,301,562) | |||
Net income (loss) | 748,271 | 748,271 | |||
Ending balance at Mar. 31, 2023 | $ (6,136,007) | $ 92 | $ 431 | $ 0 | $ (6,136,530) |
Ending balance (in shares) at Mar. 31, 2023 | 915,000 | 4,312,500 |
Condensed Statement Of Cash Flo
Condensed Statement Of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ 748,271 | $ (351,669) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on investments held in Trust Account, net of taxes withheld | (1,301,562) | (2,345) |
Changes in operating assets and liabilities: | ||
Accounts payable, accrued expenses and due to related party | 284,892 | 73,162 |
Prepaid expenses and other assets | 104,223 | 73,385 |
Net cash used in operating activities | (164,176) | (207,467) |
Cash Flows from Investing Activities | ||
Cash withdrawn from Trust Account in connection with redemption | (157,689,018) | 0 |
Net cash used in investing activities | (157,689,018) | 0 |
Cash Flows from Financing Activities: | ||
Redemption of ordinary shares | 157,689,018 | 0 |
Net cash provided by financing activities | 157,689,018 | 0 |
NET CHANGE IN CASH | (164,176) | (207,467) |
CASH, BEGINNING OF PERIOD | 211,306 | 1,083,457 |
CASH, END OF PERIOD | 47,130 | 875,990 |
Supplemental Schedule of Non-Cash Financing Activities: | ||
Accretion of Class A ordinary shares to redemption value | $ 1,301,562 | $ 0 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | 1. Description of Organization and Business Operations Organization and General ALSP Orchid Acquisition Corporation I (the “Company”) was formed under the laws of the Cayman Islands on August 31, 2021 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company’s sponsor is ALSP Orchid Sponsor LLC, a Delaware limited liability company (the “Sponsor”), which is owned and controlled by Accelerator Life Sciences Partners II, LP an affiliate of our sponsor. The Company has chosen December 31st as its fiscal year end. As of March 31, 2023, the Company had not yet commenced operations. All activity for the period from August 31, 2021 (inception) through March 31, 2023, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, since the closing of our Initial Public Offering, a search for Business Combination candidates. The Company will not generate operating revenues prior to the completion of a Business Combination and will generate non-operating income The registration statement for the Company’s Initial Public Offering was declared effective by the United States Securities and Exchange Commission (the “SEC”) on November 18, 2021 (the “Effective Date”). On November 23, 2021 (the “Closing Date”), the Company consummated its Initial Public Offering of 17,250,000 units (“Units”) including 2,250,000 Units as part of the underwriters’ over-allotment option, each consisting of one Class A ordinary share (“Public Share”) and one-half Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 915,000 units (the “Private Placement Units”), including 90,000 Private Placement Units related to the underwriters’ fully exercising their over-allotment option, at a purchase price of $10.00 per Private Placement Unit, each consisting of one Class A ordinary share (Private Share”) and one-half Upon the closing of our Initial Public Offering and Private Placement, approximately $176 million of the net proceeds of our Initial Public Offering and certain proceeds of the Private Placement were placed in a trust account, located in the United States, with Continental Stock Transfer & Trust Company acting as trustee (“Trust Account”). The funds in the Trust Account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 On February 17, 2023, the Company held an Extraordinary General Meeting of its shareholders (the “Extension Meeting”) to vote on a number of proposals, including a proposal to amend the Company’s amended and restated memorandum and articles of association ( the “Initial Period Extension Amendment”) to extend the initial date by which the Company must consummate an initial business combination from February 23, 2023 to August 23, 2023, subject to any additional extensions as provided in the Company’s amended and restated memorandum and articles of association. The Initial Period Extension Amendment was approved by the Company’s shareholders at the Extension Meeting. In connection with the extension meeting, public shareholders holding 15,253,673 Class A Ordinary Shares validly exercised their right to redeem their Class A Ordinary Shares for an aggregate redemption amount of approximately $157.7 million. As a result, the amount held in the Trust Account has been materially reduced. See Note 6. Funds will remain in the Trust Account except for the withdrawal of interest earned on the funds that may be released to the Company to pay taxes. The proceeds from the Initial Public Offering and Private Placement will not be released from the Trust Account until the earliest of (i) the completion of a Business Combination, (ii) the redemption of the public shares if the Company has not completed a Business Combination within 21 months from the closing of the Initial Public Offering (the “Initial Period,” which may be extended in up to two separate instances by an additional three months each, for a total of up to 24 months or 27 months, as applicable (each period as so extended, an “Extension Period”), by depositing into the trust account for each three month extension in an amount of $0.10 per unit; provided that the Initial Period will automatically be extended to 27 months, and any Extended Period will automatically be extended to 27 or 30 months, as applicable (any such automatically extended period, the “Automatically Extended Period”), if we have filed (a) a Form 8-K pre-initial The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the remaining net proceeds of the Initial Public Offering are intended to be generally applied toward consummating a Business Combination. The Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the Deferred underwriting discounts and commissions and taxes payable on interest earned on the Trust Account) at the time of the Company signing a definitive agreement to enter into the Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek shareholder approval of the Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Business Combination, for cash at a per share price equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of our Business Combination, including interest (net of taxes payable), divided by the number of then outstanding public shares, or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest not previously released to the Company to make permitted withdrawals. The decision as to whether the Company will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement. If the Company seeks shareholder approval, it will complete its Business Combination only if the Company obtains an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting in favor of the business combination. 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 $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. Notwithstanding the foregoing redemption rights, if the Company seeks shareholder approval of a Business Combination and the Company does not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, the Company’s amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering, without prior consent of the Company. If the Company does not complete a Business Combination within 21 months (or during any Extension Period), it shall (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 The underwriters have agreed to waive their rights to any Deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination and those amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. If the Company fails to complete a Business Combination, the redemption of the Company’s Public Shares will reduce the book value of the shares held by the Sponsor, who will be the only remaining shareholder after such redemptions. If the Company holds a shareholder vote or there is a tender offer for shares in connection with a 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 as of two business days prior to the consummation of a Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes. As a result, such shares are recorded at their redemption amount and classified as temporary equity on the balance sheets, in accordance with Accounting Standards Codification FASB ASC Topic 480, Distinguishing Liabilities from Equity Liquidity and Capital Resources As of March 31, 2023, the Company had a working capital deficit of $98,507 and at December 31, 2022 the Company had $454,784 in working capital. The Company had $47,130 and $211,306 in its operating bank account at March 31, 2023 and December 31, 2022, respectively. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares, an advance from an affiliate of the Sponsor of the payment of certain formation and operating costs on behalf of the Company and the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, as of March 31, 2023 and December 31, 2022, there were no amounts outstanding under any related party loans. See Note 8. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification 205-40, Presentation of Financial Statements - Going Concern |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed financial statements have Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “ Fair Value Measurements and Disclosures 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 and cash equivalents. The Company had $21,066,569 and $177,454,035 in cash held in the Trust Account as of March 31, 2023 and December 31, 2022, respectively. Investments held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or cash or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities, which are presented on the balance sheet 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 gain on marketable securities, dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. Offering Costs Associated with the Initial Public Offering Offering costs of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering were charged to shareholders’ equity upon the completion of the Initial Public Offering. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000, and investments held in the Trust Account. At March 31, 2023 and December 31, 2022, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value Measurement FASB ASC Topic 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under FASB ASC Topic 820 are as follows: Level 1—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level 2—Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. As of March 31, 2023 and December 31, 2022, the carrying values of cash, prepaid expenses, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s marketable securities held in Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The fair value of marketable securities held in Trust Account is determined using quoted prices in active markets. Redeemable Shares All of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, as of March 31, 2023 and December 31, 2022, 1,996,327 and 17,250,000, respectively, Class A ordinary shares, representing the Public Shares, subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against ordinary shares and accumulated deficit. See Note 6. Net income (loss) per ordinary share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 9,082,500 shares of Class A ordinary shares in the calculation of diluted earnings per ordinary share, since their inclusion would be anti-dilutive under the treasury stock method. In order to determine the net income (loss) attributable to both the redeemable Class A shares and the non-redeemable (“Non-redeemable non-redeemable The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the three months ended March 31, 2023: Net income $ 748,271 Accretion of temporary equity to redemption value (1,301,562 ) Net loss excluding accretion of temporary equity to redemption $ (553,911 ) Redeemable Non-redeemable Total Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 484,876 $ 263,395 $ 748,271 Accretion allocated based on ownership percentage (843,406 ) (458,156 ) (1,301,562 ) Accretion applicable to Class A redeemable shares 1,301,562 — 1,301,562 Income (loss) $ 943,032 $ (194,761 ) $ 748,271 Denominator: Basic and diluted weighted average shares outstanding 9,623,164 5,227,500 Basic and Diluted net income (loss) per ordinary share $ 0.10 $ (0.04 ) For the three months ended March 31, 2022: Net Loss $ (351,669 ) Net loss excluding accretion of temporary equity to redemption $ (351,669 ) Redeemable Non-redeemable Total Basic and diluted net income (loss) per ordinary share: Numerator: Interest Income /Loss from operations $ 2,345 $ (354,014 ) $ (351,669 ) Denominator: Basic and diluted weighted average shares outstanding 17,250,000 5,227,500 Basic and Diluted net income (loss) per ordinary share $ 0.00 $ (0.07 ) Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and FASB ASC Topic 815, Derivatives and Hedging paid-in non-cash Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “ Income Taxes 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 is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. Recent Accounting Pronouncements 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
Initial Public Offering | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | 3. Initial Public Offering In its Initial Public Offering the Company sold 17,250,000 Units at a price of $10.00 per unit. Each Unit consists of one share of Class A ordinary share and one-half The Company paid an underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering, or $3,450,000, to the underwriters at the Closing Date, with an additional fee (the “Deferred underwriting commission”) of 3.50% of the gross proceeds of the Initial Public Offering, or $6,037,500, payable upon the Company’s completion of a Business Combination. The Deferred underwriting commission will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes a Business Combination. The underwriters are not entitled to receive any of the interest earned on Trust Account funds that would be used to pay the Deferred underwriting commission. The Deferred underwriting commission has been recorded as a deferred liability at March 31, 2023 and December 31, 2022 . |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions Founder Shares On September 22, 2021, our Sponsor subscribed to purchase 4,312,500 founder shares (“Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.006 per share. The Founder Shares are identical to the shares of Class A ordinary shares included in the Units sold in the Initial Public Offering except that: • Initial shareholders have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and (ii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to consummate a Business Combination within 21 months (or any Extension Period) from the closing of the Initial Public Offering. Initial shareholders have also agreed (A) that they will not propose any amendment to our amended and restated memorandum and articles of association that would modify the substance or timing of our obligation to allow redemption in connection with a Business Combination or to redeem 100% of our Public Shares if the Company does not complete a Business Combination within 21 months (or during any Extension Period) from the Closing Date, or with respect to any other provisions relating to shareholders’ rights or pre-Business Combination activity, unless the Company provides public shareholders with the opportunity to redeem their shares and (B) to waive their redemption rights with respect to their Founder Shares and any public shares they may acquire during or after the Initial Public Offering in connection with the completion of a Business Combination. However, if initial shareholders acquire public shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to consummate a Business Combination within 21 months (or during any Extension Period) from the close of the Initial Public Offering. If the Company submits a Business Combination to our public shareholders for a vote, our initial shareholders have agreed to vote their Founder Shares, Private Placement shares and any public shares purchased during or after the Initial Public Offering in favor of the Business Combination. • the Founder Shares are entitled to registration rights; • the Founder Shares will be automatically convertible into our Class A ordinary shares at the time of a Business Combination. The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Private Placement On the Closing Date, the Sponsor purchased an aggregate of 915,000 Private Placement Units at a price of $10.00 per unit. The Private Placement Units are identical to the units sold in the Initial Public Offering except that (a) Private Placement Units (including the underlying securities) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our Business Combination and (b) the holders thereof will be entitled to registration rights. Our Sponsor has agreed to (i) waive its redemption rights with respect to their Private Placement shares in connection with the Business Combination and (ii) with respect to a modification of the substance or timing of the redemption of 100% of the public shares if the Company fails to complete a Business Combination within 21 months (or during any Extension Period) from the Closing Date and (iii) waive their rights to liquidating distributions from the Trust Account in the Company fails to complete the Business Combination within 21 months (or during any Extension Period) from the Closing Date. If the Company does not consummate a Business Combination within 21 months (or during any Extension Period) from the Closing Date, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of our Public Shares (subject to the requirements of applicable law) and the Private Placement Units will be worthless. Indemnity The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company discussed entering into a transaction agreement, reduces the amount of funds in the Trust Account to below (i) $10.20 per public share or (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under 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, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such eventuality as the Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Related Party Loans On September 22, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to an unsecured promissory note (the “Note”). No interest accrues on the unpaid principal balance of the Note. The principal of the Note could be drawn down prior to the earlier of December 31, 2021, or the consummation of the Initial Public Offering. As of December 31, 2021, the Company had not borrowed on the Note and thus it expired unused. See Note 8. In addition, in order to finance transaction costs in connection with a business combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If the Company completes a Business Combination, the Company could repay the working capital loans out of the proceeds of the Trust Account released to us. Otherwise, the working capital loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the 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 Private Placement Units at a price of $10.00 per unit. To date, the Company had no outstanding borrowings under any working capital loans under this arrangement. See Note 8. Due to Related Party An affiliate of the Sponsor has paid certain operating costs on behalf of the Company, to facilitate timely payment of the costs. The affiliate paid operating expenses of $25,265 during the three months ended March 31, 2023 and the balance due the affiliate at March 31, 2023 was $25,265. Administrative Support Agreement Commencing on November 23, 2021, the Company has agreed to pay an affiliate of the Sponsor $20,000 per month for office space, utilities, and administrative support until completion of a Business Combination or the Company’s liquidation. Administrative expense – related party of $60,000 and $60,000 was recorded for the three months ended March 31, 2023 and 2022, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 5. Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Shares and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of these securities are entitled to demand that the Company register such securities. In addition, the holders have certain registration rights which provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriters purchased 2,250,000 Units to cover over-allotments at the Initial Public Offering price, less the underwriting commissions. The underwriters were paid a cash underwriting discount of two percent (2%) of the gross proceeds of the Initial Public Offering, or $3,450,000. Additionally, the underwriters will be entitled to a Deferred underwriting commission of 3.5% or $6,037,500 of the gross proceeds of the Initial Public Offering held in the Trust Account solely upon the completion of the Company’s Business Combination subject to the terms of the underwriting agreement. |
Shareholders' Deficit
Shareholders' Deficit | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | 6. Shareholders’ Deficit Preference Shares The Company is authorized to issue 1,000,000 shares of preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2023 and December 31, 2022, there were no preference shares issued or outstanding. Class A Ordinary Shares The Company is authorized to issue 100,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. At March 31, 2023 and December 31, 2022, the r Class B Ordinary Shares The Company is authorized to issue 10,000,000 shares of Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote Warrants As of March 31, 2023 and December 31, 2022, there were 9,082,500 warrants issued or outstanding in the Initial Public Offering and Private Placement. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event no later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the public warrant agreement. Notwithstanding the foregoing, if the Company’s shares of ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under the Securities Act, the Company, at its option, may require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon the Company’s 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 a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported closing price of the Company’s shares of ordinary share equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading • if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and a current prospectus relating to those ordinary shares is available throughout the 30-day If the Company calls the Public Warrants for redemption as described above, the notice of redemption shall contain instructions on how to calculate the number of Ordinary Shares to be received upon exercise of the Warrants. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price. The exercise price and number of the ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including consolidation, combination, reverse share split, reclassification or similar event. If (a) the Company issues additional 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 ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Class B ordinary shares held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the Business Combination on the date of the consummation of the Company’s business combination (net of redemptions), and (c) the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the last sales price of the ordinary shares that triggers the Company’s right to redeem the Warrants shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. 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 21 months (or during any Extension Period) from the Closing Date 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. Public Warrants do not contain any provisions that change dependent upon the characteristics of the holder of the warrant. Private Placement Warrants are identical to the Public Warrants except that until the date that is thirty (30) days after the completion by the Company of a Business Combination the Private Placement Warrants may not be transferred, assigned or sold by the holders thereof, other than to certain permitted transferees. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 7. Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value 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: Description Level Quoted Prices in Assets: Cash and cash equivalents held in trust account 1 $ 21,066,569 December 31, 2022: Description Level Quoted Prices in Assets: Cash and cash equivalents held in trust account 1 $ 177,454,035 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8. Subsequent Events On April 5, 2023, the Company received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was deficient in meeting the requirements of Listing Rule 5450(b)(2)(A), which requires the listed securities of the Company to maintain a minimum Market Value of Listed Securities (“MVLS”) of $ 50,000,000 In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has 180 calendar days (or until October 2, 2023) to regain compliance (the “Compliance Period”). The Notice notes that to regain compliance, the Company’s Securities must trade at or above a level such that the Company’s MVLS closes at or above $ 50,000,000 ten The Company intends to regain compliance within the specified Compliance Period. The Company’s securities will continue to trade on Nasdaq during the Compliance Period. On April 28, 2023, the Company issued an unsecured promissory note (the “Note”) in the principal amount of $ 350,000 4.8 365-day Management did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed financial statements have |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “ Fair Value Measurements and Disclosures |
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 and cash equivalents. The Company had $21,066,569 and $177,454,035 in cash held in the Trust Account as of March 31, 2023 and December 31, 2022, respectively. |
Investments held in the Trust Account | Investments held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or cash or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities, which are presented on the balance sheet 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 gain on marketable securities, dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering were charged to shareholders’ equity upon the completion of the Initial Public Offering. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000, and investments held in the Trust Account. At March 31, 2023 and December 31, 2022, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value Measurement | Fair Value Measurement FASB ASC Topic 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under FASB ASC Topic 820 are as follows: Level 1—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level 2—Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. As of March 31, 2023 and December 31, 2022, the carrying values of cash, prepaid expenses, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s marketable securities held in Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The fair value of marketable securities held in Trust Account is determined using quoted prices in active markets. |
Redeemable Shares | Redeemable Shares All of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, as of March 31, 2023 and December 31, 2022, 1,996,327 and 17,250,000, respectively, Class A ordinary shares, representing the Public Shares, subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against ordinary shares and accumulated deficit. See Note 6. |
Net income (loss) per ordinary share | Net income (loss) per ordinary share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 9,082,500 shares of Class A ordinary shares in the calculation of diluted earnings per ordinary share, since their inclusion would be anti-dilutive under the treasury stock method. In order to determine the net income (loss) attributable to both the redeemable Class A shares and the non-redeemable (“Non-redeemable non-redeemable The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the three months ended March 31, 2023: Net income $ 748,271 Accretion of temporary equity to redemption value (1,301,562 ) Net loss excluding accretion of temporary equity to redemption $ (553,911 ) Redeemable Non-redeemable Total Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 484,876 $ 263,395 $ 748,271 Accretion allocated based on ownership percentage (843,406 ) (458,156 ) (1,301,562 ) Accretion applicable to Class A redeemable shares 1,301,562 — 1,301,562 Income (loss) $ 943,032 $ (194,761 ) $ 748,271 Denominator: Basic and diluted weighted average shares outstanding 9,623,164 5,227,500 Basic and Diluted net income (loss) per ordinary share $ 0.10 $ (0.04 ) For the three months ended March 31, 2022: Net Loss $ (351,669 ) Net loss excluding accretion of temporary equity to redemption $ (351,669 ) Redeemable Non-redeemable Total Basic and diluted net income (loss) per ordinary share: Numerator: Interest Income /Loss from operations $ 2,345 $ (354,014 ) $ (351,669 ) Denominator: Basic and diluted weighted average shares outstanding 17,250,000 5,227,500 Basic and Diluted net income (loss) per ordinary share $ 0.00 $ (0.07 ) |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and FASB ASC Topic 815, Derivatives and Hedging paid-in non-cash |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “ Income Taxes 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 is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 | |
Accounting Policies [Abstract] | |
Summary Of Reconciliation of Basic And Diluted (Loss) Per Ordinary Share | The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the three months ended March 31, 2023: Net income $ 748,271 Accretion of temporary equity to redemption value (1,301,562 ) Net loss excluding accretion of temporary equity to redemption $ (553,911 ) Redeemable Non-redeemable Total Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 484,876 $ 263,395 $ 748,271 Accretion allocated based on ownership percentage (843,406 ) (458,156 ) (1,301,562 ) Accretion applicable to Class A redeemable shares 1,301,562 — 1,301,562 Income (loss) $ 943,032 $ (194,761 ) $ 748,271 Denominator: Basic and diluted weighted average shares outstanding 9,623,164 5,227,500 Basic and Diluted net income (loss) per ordinary share $ 0.10 $ (0.04 ) For the three months ended March 31, 2022: Net Loss $ (351,669 ) Net loss excluding accretion of temporary equity to redemption $ (351,669 ) Redeemable Non-redeemable Total Basic and diluted net income (loss) per ordinary share: Numerator: Interest Income /Loss from operations $ 2,345 $ (354,014 ) $ (351,669 ) Denominator: Basic and diluted weighted average shares outstanding 17,250,000 5,227,500 Basic and Diluted net income (loss) per ordinary share $ 0.00 $ (0.07 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value 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: Description Level Quoted Prices in Assets: Cash and cash equivalents held in trust account 1 $ 21,066,569 December 31, 2022: Description Level Quoted Prices in Assets: Cash and cash equivalents held in trust account 1 $ 177,454,035 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Nov. 23, 2021 | Sep. 22, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Proceeds from issuance of IPO | $ 176,000,000 | |||
Shares issued, price per share | $ 0.1 | |||
Percentage of public shares to be redeemed on non completion of business combination | 100% | |||
Percentage of net assets in the trust account for which the business combination shall be effected | 80% | |||
Minimum net worth required for compliance | $ 5,000,001 | |||
Lock in period for redemption of public shares after closing of IPO | 21 months | |||
Dissolution expense | $ 100,000 | |||
Working capital | 98,507 | $ 454,784 | ||
Cash | 47,130 | 211,306 | ||
Due to related parties current | 25,265 | 17,815 | ||
Related Party Loan [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Due to related parties current | $ 0 | $ 0 | ||
Minimum [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Percentage of redeeming shares of public shares without the company's prior written consent | 15% | |||
U.S. Government Securities [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Restricted investments term | 185 days | 185 days | ||
IPO [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Stock issued during period shares | 17,250,000 | |||
Exercise price of warrant | $ 11.5 | |||
Share price | 10 | |||
Over-Allotment Option [Member] | Sponsor [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Stock issued during period shares | 90,000 | |||
Private Placement [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Percentage of public shares to be redeemed on non completion of business combination | 100% | |||
Lock in period for redemption of public shares after closing of IPO | 21 months | |||
Private Placement [Member] | Sponsor [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Stock issued during period shares | 915,000 | |||
Share price | $ 10 | $ 10 | ||
Founder Shares [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Percentage of public shares to be redeemed on non completion of business combination | 100% | |||
Lock in period for redemption of public shares after closing of IPO | 21 months | 21 months | ||
Founder Shares [Member] | Sponsor [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Stock issued during period value, Issued for services | $ 25,000 | |||
Common Class A [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Stock Redeemed or Called During Period, Shares | 15,253,673 | |||
Stock Redeemed or Called During Period, Value | $ 157,700,000 | |||
Common Class A [Member] | Public Warrants [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Shares issuable | 1 | |||
Stock conversion basis | one-half warrant | |||
Exercise price of warrant | $ 11.5 | |||
Common Class A [Member] | Private Placement Warrants [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Shares issuable | 1 | |||
Stock conversion basis | one-half warrant | |||
Proceeds from issuance of private placement | $ 9,150,000 | |||
Common Class A [Member] | IPO [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Stock issued during period shares | 17,250,000 | |||
Common Class A [Member] | Over-Allotment Option [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Stock issued during period shares | 2,250,000 | 2,250,000 | ||
Common Class A [Member] | Founder Shares [Member] | Sponsor [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Shares issued, price per share | $ 0.006 | |||
Stock issued during period value, Issued for services | $ 25,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Nov. 23, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Accounting Policies [Line Items] | ||||
Cash and cash equivalents held in Trust account | $ 21,066,569 | $ 177,454,035 | ||
FDIC insured amount | 250,000 | 250,000 | ||
Unrecognized tax benefits | $ 0 | $ 0 | ||
Term Of Restricted Investments | 185 days | |||
Warrant [Member] | ||||
Accounting Policies [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 9,082,500 | |||
U.S. Government Securities [Member] | ||||
Accounting Policies [Line Items] | ||||
Restricted investments term | 185 days | 185 days | ||
Money Market Funds [Member] | ||||
Accounting Policies [Line Items] | ||||
Net asset value per Share | $ 1 | |||
Common Class A [Member] | ||||
Accounting Policies [Line Items] | ||||
Temporary equity shares outstanding | 1,996,327 | 17,250,000 | ||
Temporary equity redemption price per share | $ 10.55 | $ 10.2 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary Of Reconciliation of Basic And Diluted (Loss) Per Ordinary Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Allocation of net income (loss) | $ 748,271 | $ (351,669) |
Accretion of temporary equity to redemption value | (1,301,562) | |
Net loss including accretion of temporary equity to redemption value | (553,911) | (351,669) |
Accretion applicable to Class A redeemable shares | 1,301,562 | |
Income (loss) | 748,271 | |
Redeemable Ordinary Shares [Member] | ||
Numerator: | ||
Allocation of net income (loss) | 484,876 | $ 2,345 |
Accretion of temporary equity to redemption value | (843,406) | |
Accretion applicable to Class A redeemable shares | 1,301,562 | |
Income (loss) | $ 943,032 | |
Denominator: | ||
Basic weighted average shares outstanding | 9,623,164 | 17,250,000 |
Diluted weighted average shares outstanding | 9,623,164 | 17,250,000 |
Basic net income (loss) per ordinary share | $ 0.1 | $ 0 |
Diluted net income (loss) per ordinary share | $ 0.1 | $ 0 |
NonRedeemable Ordinary Shares [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 263,395 | $ (354,014) |
Accretion of temporary equity to redemption value | (458,156) | |
Accretion applicable to Class A redeemable shares | 0 | |
Income (loss) | $ (194,761) | |
Denominator: | ||
Basic weighted average shares outstanding | 5,227,500 | 5,227,500 |
Diluted weighted average shares outstanding | 5,227,500 | 5,227,500 |
Basic net income (loss) per ordinary share | $ (0.04) | $ (0.07) |
Diluted net income (loss) per ordinary share | $ (0.04) | $ (0.07) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||
Underwriting discount percentage | 2% | |
Underwriting expense paid | $ 3,450,000 | |
Percentage of gross proceeds from initial public offering | 3.50% | |
Deferred underwriting commissions | $ 6,037,500 | $ 6,037,500 |
IPO [Member] | ||
Class of Stock [Line Items] | ||
Stock issued during period shares | 17,250,000 | |
Exercise price of warrant | $ 11.5 | |
Share price | $ 10 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | |||||
Nov. 23, 2021 | Sep. 22, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||
Shares issued, Price per share | $ 0.1 | |||||
Percentage of public shares to be redeemed on non completion of business combination | 100% | |||||
Lock in period for redemption of public shares after closing of IPO | 21 months | |||||
Due to related parties current | $ 25,265 | $ 17,815 | ||||
Selling, General and administrative expenses from transactions with related party | 60,000 | $ 60,000 | ||||
Administrative Expense [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Selling, General and administrative expenses from transactions with related party | 60,000 | $ 60,000 | ||||
Related Party Loan [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument convertible into warrants | $ 1,500,000 | |||||
Debt instrument conversion price | $ 10 | |||||
Due to related parties current | $ 0 | $ 0 | ||||
Operating Costs [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, Amounts of transaction | $ 25,265 | |||||
Private Placement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of public shares to be redeemed on non completion of business combination | 100% | |||||
Lock in period for redemption of public shares after closing of IPO | 21 months | |||||
Sponsor [Member] | Office Space, Administrative and Support Services. [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, Amounts of transaction | $ 20,000 | |||||
Sponsor [Member] | Related Party Loan [Member] | Unsecured Promissory Note [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument, Face amount | $ 300,000 | |||||
Debt instrument interest rate | 0% | |||||
Debt instrument, Maturity date | Dec. 31, 2021 | |||||
Long-term debt | $ 0 | |||||
Sponsor [Member] | Private Placement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued during period shares | 915,000 | |||||
Share price | $ 10 | $ 10 | ||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Minimum Lock In Periodfor Transfer Assign Or Sell Warrants After Completion Of Ipo | 30 days | |||||
Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of public shares to be redeemed on non completion of business combination | 100% | |||||
Lock in period for redemption of public shares after closing of IPO | 21 months | 21 months | ||||
Founder Shares [Member] | Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued during period value, Issued for services | $ 25,000 | |||||
Common Class A [Member] | Sponsor [Member] | Share Price More Than Or Equals To $12.00 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Share transfer, trigger price price per share. | $ 12 | |||||
Number of consecutive trading days for determining share price | 20 days | |||||
Number of trading days for determining share price. | 30 days | |||||
Threshold number of trading days for determining share price from date of business combination | 150 days | |||||
Common Class A [Member] | Founder Shares [Member] | Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued during period value, Issued for services | $ 25,000 | |||||
Stock issued during period, shares, issued for services | 4,312,500 | |||||
Shares issued, Price per share | $ 0.006 | |||||
Public Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Share price | $ 10.2 | |||||
Public Shares [Member] | Minimum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Share price | $ 10.2 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Nov. 23, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | |||
Underwriting discount percentage | 2% | ||
Underwriting expense paid | $ 3,450,000 | ||
Percentage of gross proceeds from initial public offering | 3.50% | ||
Deferred underwriting commissions | $ 6,037,500 | $ 6,037,500 | |
Common Class A [Member] | Over-Allotment Option [Member] | |||
Loss Contingencies [Line Items] | |||
Stock issued during period shares | 2,250,000 | 2,250,000 | |
Sponsor [Member] | Over-Allotment Option [Member] | |||
Loss Contingencies [Line Items] | |||
Stock issued during period shares | 90,000 | ||
Sponsor [Member] | Private Placement Warrants [Member] | |||
Loss Contingencies [Line Items] | |||
Minimum lock In period for transfer, assign or sell warrants after completion of IPO | 30 days |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Details) - $ / shares | 3 Months Ended | ||
Nov. 23, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Preferred stock shares issued | 0 | 0 | |
Preferred stock shares outstanding | 0 | 0 | |
Lock in period for redemption of public shares after closing of IPO | 21 months | ||
Founder Shares [Member] | |||
Class of Stock [Line Items] | |||
Lock in period for redemption of public shares after closing of IPO | 21 months | 21 months | |
Public Warrants [Member] | |||
Class of Stock [Line Items] | |||
Minimum lock In period for transfer, assign or sell warrants after completion of IPO | 30 days | ||
Public Warrants [Member] | Share Price Equal Or Exceeds $18.00 [Member] | |||
Class of Stock [Line Items] | |||
Class of warrants, redemption price per unit | $ 0.01 | ||
Class of warrants, redemption notice period | 30 days | ||
Share price | $ 18 | ||
Number of consecutive trading days for determining share price | 20 days | ||
Number of trading days for determining share price | 30 days | ||
Initial Public Offering Warrants [Member] | |||
Class of Stock [Line Items] | |||
Number of warrants or rights outstanding | 9,082,500 | ||
Warrants exercisable term from the date of completion of business combination | 30 days | ||
Warrants exercisable term from the closing of IPO | 12 months | ||
Minimum lock in period for SEC registration from date of business combination | 15 days | ||
Warrants and rights outstanding term | 5 years | ||
Private Placement Warrants [Member] | |||
Class of Stock [Line Items] | |||
Number of warrants or rights outstanding | 9,082,500 | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares authorized | 100,000,000 | 100,000,000 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Temporary equity shares outstanding | 1,996,327 | 17,250,000 | |
Common stock shares issued | 915,000 | 915,000 | |
Common stock shares outstanding | 915,000 | 915,000 | |
Common Class A [Member] | Share Price Equal Or Exceeds $18.00 [Member] | |||
Class of Stock [Line Items] | |||
Class of warrants, Redemption trading period | 30 days | ||
Common Class A [Member] | Share Price Equal Or Less $9.20 [Member] | |||
Class of Stock [Line Items] | |||
Share redemption trigger price | $ 9.2 | ||
Minimum percentage gross proceeds required from issuance of equity | 60% | ||
Class of warrant or right, Minimum notice period for redemption | 20 days | ||
Exercise price of warrant | $ 9.2 | ||
Common Class A [Member] | Public Warrants [Member] | |||
Class of Stock [Line Items] | |||
Exercise price of warrant | $ 11.5 | ||
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares authorized | 10,000,000 | 10,000,000 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock shares issued | 4,312,500 | 4,312,500 | |
Common stock shares outstanding | 4,312,500 | 4,312,500 | |
Maximum [Member] | Common Class A [Member] | Share Price Equal Or Less $9.20 [Member] | |||
Class of Stock [Line Items] | |||
Class of warrant or right exercise price adjustment percentage higher of market value | 180% | ||
Minimum [Member] | Share Price Equal Or Less $9.20 [Member] | |||
Class of Stock [Line Items] | |||
Class of warrant or right exercise price adjustment percentage higher of market value | 115% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents held in trust account | $ 21,066,569 | $ 177,454,035 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents held in trust account | $ 21,066,569 | $ 177,454,035 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event [Member] - USD ($) | Apr. 28, 2023 | Apr. 01, 2023 | Apr. 05, 2023 |
Subsequent Event [Line Items] | |||
Minimum Market Value Of Listed Securities | $ 50,000,000 | $ 50,000,000 | |
Number Of Consecutive Trading Days Required To Trade At Or Above The Minimum Limit Of Listed Securities | 10 days | ||
Sponsor [Member] | Unsecured Promissory Note [Member] | |||
Subsequent Event [Line Items] | |||
Debt Instrument, Face Amount | $ 350,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.80% | ||
Debt Instrument, Interest Rate Terms | interest at a rate of 4.8% per annum, computed on the basis of a 365-day year, compounded semi-annually. |