|
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification Number)
|
|
||
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading
symbol(s)
|
Name of each exchange on which registered
|
|
|
|
|
|
|
|
|
|
Large accelerated filer
|
☐ |
Accelerated filer
|
☐ |
|
☒ |
Smaller reporting company
|
|
Emerging growth company
|
|
1
|
||
Item 1.
|
2
|
|
Item 1A.
|
12
|
|
Item 1B.
|
13 | |
Item 2.
|
13
|
|
Item 3.
|
14 | |
Item 4.
|
14 | |
Item 5.
|
14 | |
Item 6.
|
15
|
|
Item 7.
|
15 | |
Item 7A.
|
20 | |
Item 8.
|
21 | |
Item 9.
|
21 | |
Item 9A.
|
21 | |
Item 9B.
|
22
|
|
Item 9C.
|
22 | |
Item 10.
|
23 | |
Item 11.
|
27 | |
Item 12.
|
27 | |
Item 13.
|
30 | |
Item 14.
|
32 | |
Item 15.
|
33 | |
Item 16.
|
33 |
• |
our ability to select an appropriate target business or businesses;
|
• |
our ability to complete the Business Combination (as defined herein);
|
• |
our expectations around the performance of the prospective target business;
|
• |
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the Business Combination;
|
• |
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the Business Combination;
|
• |
our potential ability to obtain additional financing to complete the Business Combination;
|
• |
our pool of prospective target businesses;
|
• |
our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic and other events (such as terrorist attacks, natural disasters or a significant outbreak of
other infectious diseases);
|
• |
the ability of our officers and directors to generate a number of potential business combination opportunities;
|
• |
our public securities’ potential liquidity and trading;
|
• |
the lack of a market for our securities;
|
• |
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; the Company’s ability to continue as a going concern;
|
• |
the Company’s ability to continue as a going concern;
|
• |
the trust account not being subject to claims of third parties; or
|
• |
our financial performance.
|
• |
a track record of successfully identifying, acquiring and growing companies and ability to deliver shareholder value over an extended time period with above-market-average investment returns;
|
• |
experience deploying a proven value creation toolkit including recruiting world-class talent, identifying value enhancements, delivering operating efficiencies and successfully integrating strategic
acquisitions; and
|
• |
an extensive history of accessing the capital markets across various business cycles, including financing businesses and assisting companies with the transition to public ownership.
|
• |
are fundamentally sound but are underperforming their potential;
|
• |
exhibit unrecognized value or other characteristics that we believe have been misevaluated by the marketplace;
|
• |
are at an inflection point where we believe we can drive improved financial performance;
|
• |
offer opportunities to enhance financial performance through organic initiatives and/or inorganic growth opportunities that we identify in our analysis and due diligence;
|
• |
can benefit from our founders’ knowledge of the target sectors, proven collection of operational strategies and tools, and past experiences in profitability and rapidly scaling businesses;
|
• |
are valued attractively relative to their existing cash flows and potential for operational improvement; and
|
• |
offer an attractive potential return for our shareholders, weighing potential growth opportunities and operational improvements in the target business against any identified downside risks.
|
• |
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and
|
• |
file proxy materials with the SEC.
|
Item 1A. |
Risk Factors.
|
• |
We are a blank check company incorporated as a Cayman Islands exempted company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
|
• |
Our public shareholders may not be afforded an opportunity to vote on our proposed Business Combination, which means we may complete the Business Combination even though a majority of our public shareholders do
not support such a combination.
|
• |
The requirement that we complete the Business Combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may limit the time we
have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete the Business Combination on terms that would produce
value for our shareholders.
|
• |
We may not be able to complete the Business Combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares
and liquidate.
|
• |
You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or
warrants, potentially at a loss.
|
• |
If we seek shareholder approval of the Business Combination, our sponsor, Softbank, the sponsor investors, the initial shareholders, our directors, executive officers, advisors or their affiliates may elect to
purchase Public Shares or Public Warrants, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares.
|
• |
The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
|
• |
Our management may not be able to maintain control of a target business after the Business Combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess
the skills, qualifications or abilities necessary to profitably operate such business.
|
• |
If we pursue a target company with operations or opportunities outside of the United States for the Business Combination, we may face additional burdens in connection with investigating, agreeing to and
completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.
|
• |
If we do not consummate the Business Combination by May 13, 2023 (or by October 13, 2023 if the period of time to consummate a business combination is extended), our public shareholders may be forced to wait
beyond such applicable period before redemption from our Trust Account.
|
• |
Unlike some other similarly structured special purpose acquisition companies, our initial shareholders will receive additional Class A ordinary shares if we issue shares to consummate an initial business
combination.
|
• |
Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.
|
• |
We are an emerging growth company and a smaller reporting company within th meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to “emerging
growth companies” or “smaller reporting companies,” this could make our seucirites less attractive to investor and may make it more difficult to compare our performance with other public companies.
|
• |
The current economic downturn may lead to increased difficulty in completing our business combination.
|
• |
Recent volatility in capital markets may affect our ability to obtain financing for our business combination through sales of our ordinary shares or issuance of indebtedness.
|
• |
Military conflict in Ukraine or elsewhere may lead to increased price volatility for public traded securities, which could make it difficult for us to consummate the Business Combination.
|
• |
There is substantial doubt about our ability to continue as a “going concern.”
|
• |
There may be significant competition for us to find an attractive target for an initial Business Combination. This could increase the costs associated with completing our initial Business Combination and may
result in our inability to find a suitable target for our initial Business Combination.
|
• |
If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a
result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial Business Combination and instead to liquidate
the Company.
|
• |
We may reincorporate in another jurisdiction in connection with the Business Combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to
enforce our legal rights.
|
• |
Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and
results of operations.
|
Item 1B. |
Unresolved Staff Comments.
|
Item 2. |
Properties.
|
Item 3. |
Legal Proceedings.
|
Item 4. |
Mine Safety Disclosures.
|
Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
Item 6. |
[Reserved]
|
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 8. |
Financial Statements and Supplementary Data.
|
Item 9. |
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
|
Item 9A. |
Controls and Procedures.
|
• |
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,
|
• |
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with
authorizations of our management and directors, and
|
• |
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements
|
Item 9B. |
Other Information.
|
Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
|
Item 10. |
Directors, Executive Officers and Corporate Governance.
|
Name
|
Age
|
Title
|
||
Robert Hutter
|
51
|
Chief Executive Officer and Director
|
||
Adam Fisher
|
51
|
President and Director
|
||
Greg Mauro
|
53
|
Chief Operating Officer
|
||
Alan Howard
|
59
|
Director
|
||
Ellen Levy
|
53
|
Director
|
||
Peter Relan
|
60
|
Director
|
||
Daniel H. Stern
|
62
|
Director
|
||
Anuranjita Tewary
|
46
|
Director
|
• |
the integrity of our financial statements;
|
• |
our compliance with legal and regulatory requirements;
|
• |
the qualifications, engagement, compensation, independence and performance of our independent auditor;
|
• |
our process relating to risk management and the conduct and systems of internal control over financial reporting and disclosure controls and procedures;
|
• |
the performance of our internal audit function; and
|
• |
such other matters as are assigned to the committee by the board pursuant to its charter or as mandated under applicable laws, rules and regulations.
|
Item 11. |
Executive Compensation.
|
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
• |
each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;
|
• |
each of our executive officers and directors; and
|
• |
all our executive officers and directors as a group.
|
Class B ordinary shares
|
Class A ordinary shares
|
|||||||||||||||
Name of Beneficial Owners(1)
|
Number of
Shares
Beneficially
Owned
|
Approximate
Percentage
of
Class
|
Number of
Shares
Beneficially
Owned
|
Approximate
Percentage
of
Class
|
||||||||||||
CWAM LC Sponsor LLC(4)
|
5,630,000
|
97.9
|
%
|
770,000
|
3.35
|
%
|
||||||||||
Robert Hutter(3)
|
5,630,000
|
97.9
|
%
|
770,000
|
3.35
|
%
|
||||||||||
Adam Fisher(4)
|
5,630,000
|
97.9
|
%
|
770,000
|
3.35
|
%
|
||||||||||
Greg Mauro
|
–
|
–
|
–
|
–
|
||||||||||||
Alan Howard
|
–
|
–
|
–
|
–
|
||||||||||||
Ellen Levy
|
30,000
|
*
|
–
|
–
|
||||||||||||
Peter Relan
|
30,000
|
*
|
–
|
–
|
||||||||||||
Daniel H. Stern
|
30,000
|
*
|
–
|
–
|
||||||||||||
Anuranjita Tewary
|
30,000
|
*
|
||||||||||||||
All officers and directors as a group (five individuals)
|
5,750,000
|
100
|
%
|
–
|
–
|
|||||||||||
SB Northstar LP(5)
|
–
|
–
|
10,000,000
|
43.48
|
%
|
|||||||||||
SoftBank Group Corp.(5)
|
–
|
–
|
6,573,000
|
28.58
|
%
|
|||||||||||
SB Management Limited(5)
|
–
|
–
|
10,000,000
|
43.48
|
%
|
|||||||||||
Cantor Fitzgerald Securities
|
–
|
–
|
3,427,000
|
14.90
|
%
|
* |
Less than one percent.
|
(1) |
Based on 28,750,000 ordinary shares outstanding as of March 30, 2022, including 23,000,000 Class A ordinary shares (including those Class A ordinary shares comprising a portion of a Unit) and 5,750,000 Class B
ordinary shares. Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Only holders of our Class B ordinary shares will have the right to elect all of our directors
prior to the consummation of the Business Combination.
|
(2) |
Unless otherwise noted, the business address of each of the following entities or individuals is 11755 Wilshire Blvd., Suite 2320, Los Angeles, California 90025.
|
(3) |
Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares concurrently with or immediately following the
consummation of the Business Combination, or earlier at the option of the holder thereof.
|
(4) |
These Class B ordinary shares are held directly by CWAM LC Sponsor LLC. CWAM LC Sponsor LLC is owned by three members, the largest of which, Learn Capital, LLC, holds a 50% interest. Robert Hutter is the sole
member of Learn Capital, LLC. The non-member manager of CWAM LC Sponsor LLC is ABF Manager LLC. Adam Fisher is the sole member of ABF Manager LLC. Accordingly, each of Learn Capital, LLC, Robert Hutter, Adam Fisher, and ABF Manager LLC
may be deemed to beneficially own the Class B ordinary shares held directly by CWAM LC Sponsor LLC. Each of Learn Capital, LLC, Robert Hutter, Adam Fisher, and ABF Manager LLC disclaims beneficial ownership of such shares except to the
extent, if any, of his or its pecuniary interest therein.
|
(5) |
According to the SoftBank 13G filed on November 10, 2021, these Class A ordinary shares are held directly by SB Northstar LP (“SB Fund”). SB Management Limited (“SB Management”) serves as the investment manager
to the SB Fund and SoftBank Group Corp. (“SoftBank”) owns SB Management. The address of SoftBank is 1-7-1, Kaigan, Minato-ku Tokyo 105-7537 Japan. The address of SB Management is 9th Floor, Al Sila Tower Adgm Square, Al Maryah Island Abu
Dhabi, C0 NA. SB Management serves as the investment manager to the SB Fund and as such may be deemed to have voting and investment power over the securities held by the SB Fund. SoftBank owns SB Management and it may be deemed to have
voting and investment power over the Class A Ordinary Shares held by the SB Fund.
|
Item 13. |
Certain Relationships and Related Transactions, and Director Independence.
|
Item 14. |
Principal Accountant Fees and Services.
|
Type of Fee
|
Year
Ended
December
31,
2022
|
Year
Ended
December
31,
2021
|
||||
Audit Fees
|
$ |
130,810 |
$
|
93,010
|
||
Audit-Related Fees
|
—
|
—
|
||||
Tax Fees
|
—
|
—
|
||||
All Other Fees
|
—
|
—
|
(a)
|
The following documents are filed as part of this report:
|
(1)
|
Financial Statements
|
(2)
|
Financial Statements Schedules
|
(3) |
Exhibits
|
Item 16. |
Form 10-K Summary.
|
December 31, 2022 |
December 31,
2021
|
|||||||
ASSETS
|
||||||||
Current
|
||||||||
Cash
|
$
|
|
$ | |||||
Prepaid expenses - current
|
|
|||||||
Total current assets
|
|
|||||||
Assets Held in Trust
|
|
|||||||
Prepaid expenses – non-current
|
|
|||||||
Total assets
|
$
|
|
$ | |||||
LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
||||||||
Current Liabilities
|
||||||||
Accounts payable and accrued expenses
|
$
|
|
$ | |||||
Total current liabilities
|
|
|||||||
Deferred Underwriter’s Fee Payable
|
|
|||||||
Convertible Promissory Note – Related Party |
||||||||
Warrant Liability
|
|
|||||||
Total liabilities
|
|
|||||||
COMMITMENTS & CONTINGENCIES (NOTE 6)
|
||||||||
Class A ordinary shares;
|
|
|||||||
Shareholders’ Deficit
|
||||||||
Preferred shares, $
|
|
|||||||
Class A ordinary shares, $
|
|
|||||||
Class B ordinary shares, $
|
|
|||||||
Additional paid in capital
|
|
|||||||
Accumulated Deficit
|
(
|
)
|
( |
) | ||||
Total Shareholders’ Deficit
|
(
|
)
|
( |
) | ||||
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
$
|
|
$ |
For the year ended December 31, 2022 |
For the
period from February 2,
2021
(inception)
December 31, 2021through |
|||||||
Formation costs and other operating expenses
|
$ |
$
|
|
|||||
Loss from operations
|
( |
) |
(
|
)
|
||||
Other Income (Expense):
|
||||||||
Interest income
|
|
|||||||
Transaction costs allocable to warrant liability
|
(
|
)
|
||||||
Loss on Issuance of Private Placement Warrants
|
(
|
)
|
||||||
Change in fair value of warrant liability
|
|
|||||||
Net income
|
$ |
$
|
|
|||||
Weighted average shares outstanding of Class A ordinary shares
|
|
|||||||
Basic and diluted net income per share, Class A ordinary shares
|
$ |
$
|
|
|||||
Weighted average shares outstanding of Class B ordinary shares
|
|
|||||||
Basic and diluted net income per share, Class B ordinary shares
|
$ |
$
|
|
Class B Ordinary Shares
|
|
|||||||||||||||||||
Shares
|
Amount
|
Additional
Paid in
Capital
|
Accumulated
Deficit
|
Total
Shareholders’
Deficit
|
||||||||||||||||
Balance – January 1, 2022
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||||||
Accretion of Class A shares subject to possible redemption
|
-
|
-
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Net income
|
-
|
|
|
|
|
|||||||||||||||
Balance – December 31, 2022
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
Class B
Ordinary shares
|
||||||||||||||||||||
Shares
|
Amount
|
Additional
Paid in
Capital
|
Accumulated
Deficit
|
Total
Shareholders’
Deficit
|
||||||||||||||||
Balance - February 2, 2021
(Inception)
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||
Issuance of Class B ordinary shares
|
|
|
|
|
|
|||||||||||||||
Accretion of Class A ordinary shares subject to possible redemption
|
—
|
—
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||
Net income
|
—
|
|
|
|
|
|||||||||||||||
Balance – December 31, 2021
|
|
$
|
|
$ |
|
$
|
(
|
)
|
$
|
(
|
)
|
For the year ended December 31, 2022 |
For the
period from February 2,
2021
(inception)
December 31, 2021through |
|||||||
Cash flow from operating activities:
|
||||||||
Net income
|
$ |
$
|
|
|||||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||||||
Change in fair value of warrant liabilities
|
( |
) |
(
|
)
|
||||
Loss on issuance of private warrants
|
|
|||||||
Transaction costs associated with issuance of warrants
|
|
|||||||
Interest earned on marketable securities held in Trust Account
|
( |
) |
(
|
)
|
||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
(
|
)
|
||||||
Accounts payable and accrued expenses
|
|
|||||||
Net cash used in operating activities
|
$ |
( |
) |
$
|
(
|
)
|
||
Cash flow from investing activities:
|
||||||||
Investment of cash in Trust Account
|
(
|
)
|
||||||
Net cash used in investing activities
|
$ |
$
|
(
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Proceeds from sale of Initial Public Offering Units, net of underwriting fees
|
|
|||||||
Proceeds from sale of private placement warrants
|
|
|||||||
Proceeds from promissory note - related party
|
|
|||||||
Proceeds from convertible promissory note – related party
|
||||||||
Repayment of promissory note - related party
|
(
|
)
|
||||||
Payment of offering costs
|
(
|
)
|
||||||
Net cash provided by financing activities
|
$ |
$
|
|
|||||
Net change in cash
|
|
|||||||
Cash at the beginning of the period
|
|
|||||||
Cash at the end of the period
|
$ |
$
|
|
|||||
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
||||||||
Deferred offering costs included in accrued expenses
|
$ |
$
|
|
|||||
Deferred offering costs paid by Sponsor in exchange for the issuance of Class B ordinary shares
|
$ |
$
|
|
|||||
Accretion of Class A ordinary shares subject to possible redemption
|
$ |
$ |
||||||
Deferred underwriting fee payable
|
$ |
$
|
|
|||||
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities
|
$ |
$
|
|
Gross Proceeds
|
$
|
|
||
Less:
|
||||
Proceeds allocated to Public Warrants
|
(
|
)
|
||
Class A ordinary shares issuance costs
|
(
|
)
|
||
Plus:
|
||||
Accretion of carrying value to redemption value
|
|
|||
Class A ordinary shares subject to possible redemption as of December 31, 2021
|
$
|
|
||
Plus:
|
||||
Accretion of carrying value to redemption value
|
||||
Class A ordinary shares subject to possible redemption as of December 31, 2022
|
$ |
For the year ended
December 31, 2022
|
For the Period from
February 2, 2021 (Inception) through
December 31, 2021
|
|||||||||||||||
Class A | Class B |
Class A
|
Class B
|
|||||||||||||
Basic and diluted net income per share
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income, as adjusted
|
$ |
$ |
$
|
|
$
|
|
||||||||||
Denominator:
|
||||||||||||||||
Basic and diluted weighted average ordinary shares outstanding
|
|
|
||||||||||||||
Basic and diluted net income per ordinary share
|
$ |
$ |
$
|
|
$
|
|
• |
in whole and not in part;
|
• |
at a price of $
|
• |
upon not less than
|
• |
if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $
|
• |
in whole and not in part;
|
• |
at $
|
• |
if, and only if, the closing price of Class A ordinary shares equals or exceeds $
|
• |
if the closing price of the Class A ordinary shares for any
|
● |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
|
● |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for
identical or similar instruments in markets that are not active; and
|
● |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which
one or more significant inputs or significant value drivers are unobservable.
|
December 31, 2022:
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Assets:
|
||||||||||||||||
Assets Held in Trust
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Liabilities:
|
||||||||||||||||
Warrant Liabilities:
|
||||||||||||||||
Public Warrants
|
$
|
|
$
|
|
$ |
$
|
|
|||||||||
Private Placement Warrants
|
|
|
|
|
||||||||||||
Total Warrant Liabilities
|
$
|
|
$ |
$
|
|
$
|
|
December 31, 2021:
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Assets:
|
||||||||||||||||
Assets Held in Trust
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Liabilities:
|
||||||||||||||||
Warrant Liabilities:
|
||||||||||||||||
Public Warrants
|
$
|
|
$
|
|
$ |
$
|
|
|||||||||
Private Placement Warrants
|
|
|
|
|
||||||||||||
Total Warrant Liabilities
|
$
|
|
$ |
$
|
|
$
|
|
Input |
December
31, 2022
|
December 31, 2021 | ||||||
Share Price
|
$ |
$
|
|
|||||
Exercise Price
|
$ |
$
|
|
|||||
Risk-free rate of interest
|
% |
|
%
|
|||||
Volatility
|
% |
|
%
|
|||||
Term
|
|
|||||||
Probability Weighted Fair Value of Warrants
|
$ |
$
|
|
Private
Placement Warrants
|
||||
Fair value as of December 31, 2021
|
$
|
|
||
( |
) | |||
Fair value as of December 31, 2022
|
$ |
(1)
|
|
Exhibit
|
Description
|
|
Underwriting Agreement, dated October 7, 2021, between the Company and Evercore Group L.L.C., as underwriter(4)
|
||
Amended and Restated Memorandum and Articles of Association, dated October 7, 2021(4)
|
||
Specimen Unit Certificate(3)
|
||
Specimen Ordinary Share Certificate(2)
|
||
Specimen Warrant Certificate (included in Exhibit 4.4)(4)
|
||
Warrant Agreement, dated October 12, 2021, between the Company and American Stock Transfer & Trust Company, LLC, as transfer agent(4)
|
||
Description of Securities
|
||
Amended and Restated Promissory Note, dated as of September 7, 2021, issued to the Company(3)
|
||
Letter Agreement, dated October 7, 2021, among the Company and its officers, directors, director nominees and the Sponsor (4)
|
||
Letter Agreement, dated October 7, 2021, between the Company and Softbank(4)
|
||
Investment Management Trust Agreement, dated October 12, 2021, between the Company and U.S. Bank National Association, as trustee. (4)
|
||
Registration Rights Agreement, dated October 12, 2021, between the Company, the Sponsor and certain other security holders of the Company(4)
|
||
Securities Subscription Agreement, dated as of February 18, 2021, between the Registrant and the Sponsor (1)
|
||
Private Placement Warrants Purchase Agreement, dated October 12, 2021, between the Company and the Sponsor. (4)
|
||
Form of Indemnity Agreement(4)
|
||
Form of Code of Ethics(2)
|
||
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
Form of Audit Committee Charter(2)
|
* |
Filed herewith
|
(1) |
Filed as an exhibit to the Registration Statement on Form S-1 filed with the SEC on March 29, 2021 (File No. 333-254820).
|
(2) |
Filed as an exhibit to Amendment No. 1 to the Registration Statement on Form S-1 filed with the SEC on May 14, 2021 (File No. 333-254820).
|
(3) |
Filed as an exhibit to Amendment No. 2 to the Registration Statement on Form S-1 filed with the SEC on September 17, 2021 (File No. 333-254820).
|
(4) |
Filed as an exhibit to the Current Report on Form 8-K filed with the SEC on October 14, 2021 (File No. 001-40885).
|
April 17, 2023
|
Learn CW Investment Corporation
|
|
By:
|
/s/ Robert Hutter
|
|
Name: Robert Hutter
|
||
Title: Chief Executive Officer
|
Signature
|
Title
|
Date
|
||
Chief Executive Officer and
|
||||
/s/ Robert Hutter
|
Director (Principal Executive,
Financial and Accounting Officer)
|
April 17, 2023
|
||
Robert Hutter
|
||||
/s/ Adam Fisher
|
President
|
April 17, 2023
|
||
Adam Fisher
|
||||
/s/ Alan Howard
|
Director
|
April 17, 2023
|
||
Alan Howard
|
||||
/s/ Ellen Levy
|
Director
|
April 17, 2023
|
||
Ellen Levy
|
||||
/s/ Peter Relan
|
Director
|
April 17, 2023
|
||
Peter Relan
|
||||
/s/ Daniel H. Stern
|
Director
|
April 17, 2023
|
||
Daniel H. Stern
|
||||
/s/ Anuranjita Tewary
|
Director
|
April 17, 2023
|
||
Anuranjita Tewary
|
• |
the names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member and the voting rights of shares;
|
• |
the date on which the name of any person was entered on the register as a member; and
|
• |
the date on which any person ceased to be a member.
|
• |
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 to each warrant holder; and
|
• |
if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant
as described under the heading “— Warrants — Public Shareholders’ Warrants — Anti-Dilution Adjustments”) for any twenty (20) trading days within a thirty (30) trading day period ending three trading days before we send the notice of
redemption to the warrant holders.
|
• |
in whole and not in part;
|
• |
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior
to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “Fair Market Value” of our Class A ordinary shares (as defined below) except as otherwise described below;
|
• |
if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a
warrant as described under the heading “— Warrants — Public Shareholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to
the warrant holders; and
|
• |
if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant
holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Shareholders’ Warrants — Anti-dilution
Adjustments”), then the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.
|
Fair Market Value of Class A Ordinary Shares
|
||||||||||||||||||||||||||||||||||||
Redemption Date (period to
expiration of warrants) |
≤10.00
|
11.00
|
12.00
|
13.00
|
14.00
|
15.00
|
16.00
|
17.00
|
≥18.00
|
|||||||||||||||||||||||||||
60 months
|
0.261
|
0.281
|
0.297
|
0.311
|
0.324
|
0.337
|
0.348
|
0.358
|
0.361
|
|||||||||||||||||||||||||||
57 months
|
0.257
|
0.277
|
0.294
|
0.310
|
0.324
|
0.337
|
0.348
|
0.358
|
0.361
|
|||||||||||||||||||||||||||
54 months
|
0.252
|
0.272
|
0.291
|
0.307
|
0.322
|
0.335
|
0.347
|
0.357
|
0.361
|
|||||||||||||||||||||||||||
51 months
|
0.246
|
0.268
|
0.287
|
0.304
|
0.320
|
0.333
|
0.346
|
0.357
|
0.361
|
|||||||||||||||||||||||||||
48 months
|
0.241
|
0.263
|
0.283
|
0.301
|
0.317
|
0.332
|
0.344
|
0.356
|
0.361
|
|||||||||||||||||||||||||||
45 months
|
0.235
|
0.258
|
0.279
|
0.298
|
0.315
|
0.330
|
0.343
|
0.356
|
0.361
|
|||||||||||||||||||||||||||
42 months
|
0.228
|
0.252
|
0.274
|
0.294
|
0.312
|
0.328
|
0.342
|
0.355
|
0.361
|
|||||||||||||||||||||||||||
39 months
|
0.221
|
0.246
|
0.269
|
0.290
|
0.309
|
0.325
|
0.340
|
0.354
|
0.361
|
|||||||||||||||||||||||||||
36 months
|
0.213
|
0.239
|
0.263
|
0.285
|
0.305
|
0.323
|
0.339
|
0.353
|
0.361
|
|||||||||||||||||||||||||||
33 months
|
0.205
|
0.232
|
0.257
|
0.280
|
0.301
|
0.320
|
0.337
|
0.352
|
0.361
|
|||||||||||||||||||||||||||
30 months
|
0.196
|
0.224
|
0.250
|
0.274
|
0.297
|
0.316
|
0.335
|
0.351
|
0.361
|
|||||||||||||||||||||||||||
27 months
|
0.185
|
0.214
|
0.242
|
0.268
|
0.291
|
0.313
|
0.332
|
0.350
|
0.361
|
|||||||||||||||||||||||||||
24 months
|
0.173
|
0.204
|
0.233
|
0.260
|
0.285
|
0.308
|
0.329
|
0.348
|
0.361
|
|||||||||||||||||||||||||||
21 months
|
0.161
|
0.193
|
0.223
|
0.252
|
0.279
|
0.304
|
0.326
|
0.347
|
0.361
|
|||||||||||||||||||||||||||
18 months
|
0.146
|
0.179
|
0.211
|
0.242
|
0.271
|
0.298
|
0.322
|
0.345
|
0.361
|
|||||||||||||||||||||||||||
15 months
|
0.130
|
0.164
|
0.197
|
0.230
|
0.262
|
0.291
|
0.317
|
0.342
|
0.361
|
|||||||||||||||||||||||||||
12 months
|
0.111
|
0.146
|
0.181
|
0.216
|
0.250
|
0.282
|
0.312
|
0.339
|
0.361
|
|||||||||||||||||||||||||||
9 months
|
0.090
|
0.125
|
0.162
|
0.199
|
0.237
|
0.272
|
0.305
|
0.336
|
0.361
|
|||||||||||||||||||||||||||
6 months
|
0.065
|
0.099
|
0.137
|
0.178
|
0.219
|
0.259
|
0.296
|
0.331
|
0.361
|
|||||||||||||||||||||||||||
3 months
|
0.034
|
0.065
|
0.104
|
0.150
|
0.197
|
0.243
|
0.286
|
0.326
|
0.361
|
|||||||||||||||||||||||||||
0 months
|
—
|
—
|
0.042
|
0.115
|
0.179
|
0.233
|
0.281
|
0.323
|
0.361
|
• |
we are not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisions as to majority vote have been complied with;
|
• |
the shareholders have been fairly represented at the meeting in question;
|
• |
the arrangement is such as a businessman would reasonably approve; and
|
• |
the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to a “fraud on the minority.”
|
• |
a company is acting, or proposing to act, illegally or beyond the scope of its authority;
|
• |
the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or
|
• |
those who control the company are perpetrating a “fraud on the minority.”
|
• |
an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;
|
• |
an exempted company’s register of members is not open to inspection;
|
• |
an exempted company does not have to hold an annual general meeting;
|
• |
an exempted company may issue negotiable or bearer shares or shares with no par value;
|
• |
an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);
|
• |
an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
|
• |
an exempted company may register as a limited duration company; and
|
• |
an exempted company may register as a segregated portfolio company.
|
• |
If we do not complete the Business Combination by May 13, 2023 (or October 13, 2023 if the period of time to consummate a business combination is extended) from the closing of this offering, we will (i) cease all
operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) 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 (less up to $100,000 of interest to pay dissolution expenses and net of taxes paid or payable), 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 liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the
approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case, to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other
requirements of applicable law;
|
• |
Prior to the Business Combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on any
initial business combination or (b) to approve an amendment to our Amended and Restated Memorandum and Articles of Association to extend the time we have to consummate a business combination beyond May 13, 2023 (or October 13, 2023 if the
period of time to consummate a business combination is extended) from the closing of this offering;
|
• |
In the event we seek to complete the Business Combination with a company that is affiliated with our sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain
an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm that such initial business combination or transaction is fair to our company from a financial point of view;
|
• |
If a shareholder vote on the Business Combination is not required by applicable law or stock exchange listing requirements and we do not decide to hold a shareholder vote for business or other reasons, we will
offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing the Business Combination which contain substantially the same financial
and other information about the Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act;
|
• |
We must consummate an initial business combination 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 (net of amounts
disbursed to management for working capital purposes and excluding the amount of any deferred underwriting commissions held in trust) at the time of our signing a definitive agreement in connection with the Business Combination;
|
• |
If our shareholders approve an amendment to our Amended and Restated Memorandum and Articles of Association (i) that would affect the substance or timing of our obligation to provide for the redemption of our
public shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination by May 13, 2023 (or October 13, 2023 if the period of time to consummate a
business combination is extended) from the closing of this offering or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, we will provide our public shareholders with the
opportunity to redeem all or a portion of their ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of taxes paid or payable)
divided by the number of then issued and outstanding public shares, subject to the limitations described herein; and
|
• |
We will not effectuate the Business Combination solely with another blank check company or a similar company with nominal operations.
|
(i) |
where this is necessary for the performance of our rights and obligations under any purchase agreements;
|
(ii) |
where this is necessary for compliance with a legal and regulatory obligation to which we are subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or
|
(iii) |
where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms.
|
1. |
I have reviewed this Annual Report on Form 10-K of Learn CW Investment Corporation;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
|
4. |
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
|
b. |
(Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation;
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions):
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
April 17, 2023
|
By:
|
/s/ Robert Hutter
|
||
Robert Hutter
|
|||
Chief Executive Officer
|
|||
(Principal Executive Officer and Principal Financial Officer)
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
April 17, 2023
|
||
By:
|
/s/ Robert Hutter
|
||
Robert Hutter
|
|||
Chief Executive Officer
|
|||
(Principal Executive Officer and Principal Financial Officer)
|
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS |
12 Months Ended |
---|---|
Dec. 31, 2022 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS |
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Learn CW Investment Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on February 2, 2021. The Company was
formed for the purpose of effectuating a merger, capital share exchange, asset acquisition, share purchase, reorganization, or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging
growth companies.
As of December 31, 2022, the Company had not yet commenced any operations. All activity for the period February 2, 2021 (inception) through December
31, 2022, related to the Company’s formation and the initial public offering (the “Initial Public Offering”) and identifying a target for a Business Combination. The Company will not generate any operating revenues until after the completion of its
initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The registration statement for the Company’s Initial Public Offering was declared effective on October 7, 2021. On October 13, 2021, the Company
consummated the Initial Public Offering of 23,000,000 units (the “Units”), which included 3,000,000 units issued pursuant to the exercise by the underwriter of its over-allotment option. Each Unit consists of one Class A ordinary share of the Company, $0.0001 par value per
share (the “Class A Ordinary Shares”), and
of one redeemable warrant of the Company (the “Public Warrants”), each whole Public
Warrant entitling the holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $230,000,000.
Substantially concurrently with the closing of the Initial Public Offering, the Company consummated the sale of 7,146,000 private placement warrants (the “Private Placement Warrants”) to the Company’s sponsor, CWAM LC Sponsor LLC (the “Sponsor”), at a purchase
price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $7,146,000.
Following the closing of the IPO on October 13, 2021, an amount of $232,300,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public
Offering and the Private Placement Units was placed in a trust account (“Trust Account”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the
“Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as
determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below.
Transaction costs of the Initial Public Offering amounted to $13,157,186, consisting of $2,446,000 of underwriting fee, $9,780,500 of deferred underwriting fee and $930,686
of other offering costs, with $781,595 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement
Warrants.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed
Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NYSE rules provide that the Business Combination must be with
one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time
of the signing of a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as
an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed
Offering, management has agreed that $10.10 per Unit sold in the Proposed Offering, including the proceeds from the sale of the Private
Placement Warrants, will be held in a trust account (the “Trust Account”) and invested in 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 in any
open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or
(ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.
The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to
redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a
proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against a
Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001
either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.
The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement that may be
contained in the agreement relating to the Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under
Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, or such other vote as required by law or stock exchange rule. If a
shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the
redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to
completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the
Proposed Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed
Business Combination.
Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not
conduct redemptions pursuant to the tender offer rules, a Public Shareholder, other than Softbank, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined
under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.
The sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in
connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption
in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete
a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders
with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust account and
not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares.
The Company will have until 18
months (or up to 24 months if the period of time to consummate a Business Combination is extended) from the closing of the Proposed
Public Offering to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of
winding up, (ii) as promptly as reasonably possible but not more than
business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders 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 Public Shareholders and its 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. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire
worthless if the Company fails to complete a Business Combination within the Combination Period.The sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder
Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating
distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter have agreed to waive their rights to their deferred underwriting commission held in the Trust Account in
the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the
Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Proposed Public Offering price per Unit ($10.10).
In order to protect the amounts held in the Trust Account, the sponsor has agreed that it will be liable to the Company if
and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed
entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.10 per public
share and (2) 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 $10.10
per public share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to
seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriter of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the
“Securities Act”). 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 (other than the Company’s independent registered public accounting firm), 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.
Risks and Uncertainties
In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various
nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these
financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.
Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that
the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
Liquidity, Capital Resources and Going Concern
As of December 31, 2022, the Company had approximately $235,578,275 cash held in the Trust Account and $748,857 held outside of the Trust Account. Prior to
the completion of the Initial Public Offering, the Company’s liquidity needs has been satisfied through a payment of certain offering costs of $25,000
from the Sponsor (see Note 5) for the Founder Shares, and the loan under an unsecured promissory note from the Sponsor of $300,000 (see
Note 5). During 2021 and prior to the Initial Public Offering, the Company drew $300,000 on the
Note, which it paid in October 2021. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied from the proceeds from the Initial Public Offering and Private Placement
not held in the Trust Account. The Company’s Sponsor has undertaken to fund working capital deficiencies of the Company and finance transaction costs in connection with an initial Business Combination of the Company by means of Company working
capital loans, as defined below (see Note 5). On May 5, 2022, the Company drew down and received cash proceeds of $1,050,000 from the
Sponsor under the Working Capital Loan arrangement. During the year ended December 31, 2022, the Company has sustained negative cash flows from operations and expects to continue to incur negative cash flows from operations for at least the
next twelve months from the filing of this report.
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard
Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company initially had until April 13, 2023 to consummate the proposed Business Combination. However, on April 13, 2023, we extended
the period of time to consummate the Business Combination by one month, from April 13, 2023 to May 13, 2023. In connection with such extension, an
aggregate of $115,000 was deposited in the Trust Account. It is uncertain that the Company will be able to consummate the proposed Business
Combination by this time. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the 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 for the next twelve months from the issuance of this filing. No adjustments have been made to the
carrying amounts of assets or liabilities should the Company be required to liquidate after May 13, 2023. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance
that the Company will be able to consummate any business combination by May 13, 2023.
The Company’s evaluation of its working capital, along with, the liquidity condition and date for mandatory liquidation and
subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. These financial statements do not include any adjustment relating to the
recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America
(“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups
Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being
required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy
statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new
or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out
is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth
company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a
condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly,
the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The
Company had cash of $748,857 and $237,363,
respectively, and no cash equivalents as of December 31, 2022 and 2021.
Cash Held in Trust Account
At December 31, 2022 and 2021, all of the assets held in the Trust Account were invested in cash accounts.
Income Taxes
The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability
approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or
deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount
expected to be realized.
ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and
penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022. The Company is currently not aware of any issues under review that could result
in significant payments, accruals or material deviation from its position.
There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal
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.
Shares Subject to Possible Redemption
The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)
Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of ordinary share (including shares of
ordinary share 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) is classified as temporary equity. At all
other times, shares are classified as shareholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at
December 31, 2022 and 2021, shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.
As of December 31, 2022 and 2021, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the
following table:
Offering Costs
Offering costs consisted of legal, accounting, and other expenses incurred through the balance sheet date that were directly
related to the Initial Public Offering. The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and
registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to shareholders’ deficit or the statements of operations based on the relative value of the Public Warrants and
the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on December 31, 2021 offering costs totaling $13,157,186 (consisting of $2,446,000 of underwriting fee, $9,780,500 of deferred underwriting fee and $930,686
of other offering costs) were recognized with $781,595 included in the statements of operations as an allocation for the Public
Warrants and the Private Placement Warrants. No offering costs were incurred for the year ended December 31, 2022.
Warrant Liability
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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and
Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for
equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted
at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be
recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on
the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a
Monte Carlo simulation model (see Note 10).
Net Income Per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of
shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income is shared pro rata between the two classes of shares. Net income per share is computed by dividing net income by the weighted average number of ordinary
shares outstanding for the period. Accretion associated with the redeemable shares of Class A ordinary share is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per ordinary share
does not consider the effect of the Warrants issued in connection with the IPO, as well Warrants potentially issuable upon conversion of the 2022 Note since the exercise of the Warrants are contingent upon the occurrence of future events and the
inclusion of such Warrants would be anti-dilutive.
A reconciliation of net income per ordinary share is as follows:
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution
which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,”
approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded
derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then
re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is
evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of
the balance sheet date.
The Company will account for the conversion features in Convertible notes under ASC Topic 815. However, if a conversion feature meets the criteria
of the scope exception, then it will not be bifurcated.
Recently Issued Accounting Standards
In August 2020, FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts
in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from
convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and
freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06
is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact this
guidance will have on its financial statements.
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a
material effect on the Company’s financial statements.
|
INITIAL PUBLIC OFFERING |
12 Months Ended |
---|---|
Dec. 31, 2022 | |
INITIAL PUBLIC OFFERING [Abstract] | |
INITIAL PUBLIC OFFERING |
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering on October 13, 2021, the Company sold 23,000,000 Units, including 3,000,000 Units as a result of the underwriters’
exercise of their over-allotment option in full, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A ordinary share, and
of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A ordinary share at an exercise price of $11.50 per whole share (see Note 8). |
PRIVATE PLACEMENT |
12 Months Ended |
---|---|
Dec. 31, 2022 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT |
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the Initial Public Offering, the Sponsor purchased an aggregate of 7,146,000 Private Placement Units at a price of $1.00 per unit
for an aggregate purchase price of $7,146,000. Each Private Placement Warrant is identical to the warrants offered in the Initial
Public Offering, except there will be no redemption rights or liquidating distributions from the trust account with respect to Private Placement Warrants, which will expire worthless if we do not consummate a Business Combination within the
Combination Period.
|
RELATED PARTY TRANSACTIONS |
12 Months Ended |
---|---|
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS |
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On February 2, 2021, in consideration for the payment of certain of the Company’s offering costs, the Company applied $25,000 of outstanding advances from the Sponsor towards the issuance of 7,187,000 shares of the Company’s Class B ordinary shares. On August 20, 2021 and September 9, 2021, the Sponsor effected a surrender of 1,287,000 Class B ordinary shares and 150,000 Class B ordinary
shares, respectively, to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares
outstanding from 7,187,000 to 5,750,000.
All shares and associated amounts have been retroactively restated to reflect the share surrender. The initial shareholders agreed to forfeit up to 750,000 Founder Shares to the extent the over-allotment was not exercised in full by the underwriter. In May 2021, our sponsor transferred 30,000 founder shares to each of our independent directors at the same price originally paid for such shares. On October 13, 2021, the underwriter
exercised the full over-allotment option.
The sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange
or similar transaction that results in the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A ordinary
shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the
like) for any 20 trading days within any 30-trading
day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up.
Promissory Note — Related Party
On February 18, 2021, the sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Proposed Offering pursuant to a promissory note (the “Note”). On March 25, 2021, the Company borrowed $300,000 on the Note to cover expenses related to the Proposed Offering. On September 7, 2021, the sponsor and the company agreed to amend and restate the Note (the “Amended
and Restated Note”) to extend the maturity date. The Amended and Restated Note is non-interest bearing and is payable on the earlier of October 31, 2021 or the completion of the Proposed Offering. The Note was paid in full on October 26, 2021.
Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the sponsor, an affiliate of the sponsor, or the Company’s
officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation
of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon
consummation of a Business Combination into warrants at a price of $1.00 per warrant. The warrants will be identical to the Private
Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to
repay the Working Capital Loans. As of December 31, 2021, the Company has not drawn on this loan.
On May 3, 2022, the Company entered into a promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate amount of $1,050,000 which the Company drew down in full on May 5, 2022. This note is non-interest bearing and is due on the earlier of the day by which the Company must complete a
Business Combination, and the effective date of a Business Combination. The outstanding balance under this loan amounted to $1,050,000
as of December 31, 2022. Management determined that there was an embedded conversion feature related to the note that would require bifurcation and be classified as a liability. However, based on a third-party valuation, the amount was
determined to be de minimis.
|
COMMITMENTS AND CONTINGENCIES |
12 Months Ended |
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Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES |
NOTE 6. COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans
(and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Offering (October 13, 2021),
requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A ordinary shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The
Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriter’s Agreement
The underwriter is entitled to a deferred fee of $0.35
per Unit, or $7,780,500 in the aggregate, and a discretionary deferred fee of $2,000,000. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject
to the terms of the underwriting agreement.
Softbank and Sponsor Investors Investment
A fund managed by SB Management Limited, a 100%
directly owned subsidiary of SoftBank Group Corp., and certain members of our sponsor, in the aggregate, have purchased $100.0
million of units (or 10,000,000 units) and $7.7 million of units (or 770,000 units), respectively, in this offering,
and we agreed to direct the underwriter to sell Softbank and the sponsor investors such number of units, which number of units in the aggregate equals approximately 37.5% of the total number of Class A ordinary shares and Class B ordinary shares issued and outstanding. Such number of units, together with Class B ordinary shares held by our initial
shareholders, equals approximately 57.5% of the total number of Class A ordinary shares and Class B ordinary shares issued and
outstanding. The underwriter is entitled to an underwriting discount of $0.35 per unit for every unit purchased by Softbank, the
payment of which has been deferred and will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination. The underwriter did not receive any underwritten
discount for any unit purchased by the sponsor investors. Softbank and the sponsor investors entered into a letter agreement with us pursuant to which they would agree (a) to vote all of their public shares
purchased during or after this offering in favor of the Business Combination on terms substantially identical to those agreed to by the initial shareholders with respect to the initial Shareholders’
voting arrangement and (b) not transfer, assign or sell any of their units and the underlying securities for a period of 60 days
from the date of the Offering.
As Softbank has purchased such units in this offering, if they vote them in favor of the Business Combination, it is
possible that no votes from other public shareholders would be required to approve the Business Combination, depending on the number of shares that are present at the meeting to approve such transaction.
|
WARRANT LIABILITY |
12 Months Ended | ||||||||||||||||||||||||
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Dec. 31, 2022 | |||||||||||||||||||||||||
WARRANT LIABILITY [Abstract] | |||||||||||||||||||||||||
WARRANT LIABILITY |
NOTE 7. WARRANT LIABILITY
The Company accounted for the 18,646,000
warrants issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815-40. Such guidance provides that, because the warrants do not meet the criteria for equity treatment thereunder, each warrant
must be recorded as a liability. Accordingly, the Company has classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such remeasurement, the warrant liability
will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. The warrants are also subject to re-evaluation of the proper classification and accounting treatment at each reporting period.
If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.
The Company offered warrants in connection with its sale of Units. Each whole warrant that is part of the Units sold in the
Offering is exercisable to purchase one share of the Company’s Class A ordinary shares, subject to adjustment as provided in the Company’s Offering prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon
separation of the Units and only whole warrants will trade. If, upon separation of the Units, a holder of warrants would be entitled to receive a fractional warrant, the Company will round down to the nearest whole number of warrants to be
issued to such holder.
The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation
to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto
is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to
exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.
The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance, under the Securities
Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, to
cause such registration statement to become effective and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement
covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the
closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on
a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.
Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants:
Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants:
If and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of ordinary
shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.
The exercise price and number of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including
in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business
Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the
Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management will have the option to require all holders
that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain
circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. If the Company is unable to complete a Business Combination within the Combination Period and the
Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with
respect to such warrants. Accordingly, the warrants may expire worthless.
In addition, if (x) the Company issues additional shares of Class A ordinary shares or equity-linked securities for capital raising purposes in
connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class
A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the sponsor or its affiliates, without taking into account any Founder
Shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business
Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20
trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00
per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the
Market Value and the Newly Issued Price.
The Private Placement Warrants will be identical to the Public Warrants included in the Units being sold in the Proposed Offering, except that the
Private Placement Warrants will and the ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will
be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement
Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
At December 31, 2022, there were 11,500,000 whole public warrants and 7,146,000 private placement
warrants outstanding with a fair value of $1,265,000 and $786,060, respectively. At December 31, 2021, there were 11,500,000
whole public warrants and 7,146,000 private placement warrants outstanding with a fair value of $5,865,000 and $3,673,044, respectively.
The Company accounts for the 11,500,000
warrants issued in connection with the Initial Public Offering and the 7,146,000 private placement warrants in accordance with the
guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a derivative liability. The warrant agreement contains an Alternative
Issuance provision that if less than 70% of the consideration receivable by the holders of the Class A ordinary share in the Business
Combination is payable in the form of ordinary equity in the successor entity, and if the holders of the warrants properly exercises the warrants within thirty days following the public disclosure of the consummation of Business Combination by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price
in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the
consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the ordinary share consists
exclusively of cash, the amount of such cash per ordinary share, and (ii) in all other cases, the volume weighted average price of the ordinary share as reported during the
-trading day period ending on the trading day prior to the effective date of the Business Combination.The Company believes that the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a
“fixed-for-fixed” option as defined under FASB ASC Topic No. 815 – 40, and thus the warrants are not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company
record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of
the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date. With each such remeasurement, the warrant liability will be adjusted to fair value, with the
change in fair value recognized in the Company’s statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be
reclassified as of the date of the event that causes the reclassification.
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CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION |
12 Months Ended |
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Dec. 31, 2022 | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION [Abstract] | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION |
NOTE 8. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s
control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A ordinary
shares with a par value $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2022 and 2021, there were 23,000,000 Class A ordinary shares outstanding which were subject to possible redemption and are classified outside of permanent equity in the balance sheets.
|
SHAREHOLDERS' DEFICIT |
12 Months Ended |
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Dec. 31, 2022 | |
SHAREHOLDERS' DEFICIT [Abstract] | |
SHAREHOLDERS' DEFICIT |
NOTE 9. SHAREHOLDERS’ DEFICIT
Preference Shares — The Company is authorized to issue 1,000,000 shares of $0.0001 par value preference shares. At December 31, 2022 and 2021, there were no preference shares issued or outstanding.
Class A Ordinary Share — The Company is authorized to issue up to 200,000,000 shares of Class A, $0.0001 par value ordinary share. Holders of the Company’s Class A ordinary share are entitled to one vote for each share. At December 31, 2022 and 2021, there were zero shares of Class A ordinary share issued or outstanding, (excluding 23,000,000 Class A shares subject to possible redemption).
Class B Ordinary Share — The Company is authorized to issue up to 20,000,000 Class B ordinary shares, $0.0001 par value. Holders of the Company’s ordinary shares are entitled to one vote for each share. As of December 31, 2022 and 2021, there were 5,750,000 Class B ordinary shares issued and outstanding.
The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional Class
A ordinary shares, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Proposed Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert
into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary
shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as converted basis, 20% of the sum
of the total number of all ordinary shares outstanding upon the completion of the Proposed Offering plus all Class A ordinary shares and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any
shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the sponsor or its affiliates upon conversion of loans made to the Company). Holders of
Founder Shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment as provided above, at any time.
The Company may issue additional ordinary shares or preference shares to complete its Business Combination or under an employee incentive plan
after completion of its Business Combination.
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FAIR VALUE MEASUREMENTS |
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FAIR VALUE MEASUREMENTS [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS |
NOTE 10. FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction
between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those
instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December
31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Balance Sheets. The
warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Statements of Operations.
Initial Measurement
The Company established the initial fair value for the Public Warrants and the Private Placement Warrants on October 13,
2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary share and
of one
Public Warrant), and (ii) the sale of Private Placement Units, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to shares of Class A ordinary share subject to possible
redemption based on their relative fair values at the initial measurement date. The Private Placement Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. For periods subsequent to the
detachment of the Public Warrants from the Units, which occurred on November 29, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price on the NYSE as of the balance sheet date, which is considered to be a
Level 1 measurement due to the use of an observable market quote in an active market.The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows on December 31, 2022 and 2021:
The Warrants were valued using a Monte Carlo Simulation Model, which is considered to be a Level 3 fair value measurement. The Modified Black
Scholes model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility as of the IPO date, which was derived from observable warrant pricing on comparable ‘blank-check’ companies without an
identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing.
The following table presents the changes in the fair value of Level 3 warrant liabilities:
Conversion Option Liability
The liability for the conversion option was valued using a Black-Scholes Option Pricing Model, which is considered to be
a Level 3 fair value measurement. The Black Scholes model’s primary unobservable input utilized in determining the fair value of the conversion option is the expected volatility of the ordinary shares. During the year ended December 31, 2022,
there were no changes in the fair value of the conversion option liability. As of December 31, 2022, the fair value of the conversion feature was di minimis.
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SUBSEQUENT EVENTS |
12 Months Ended |
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Dec. 31, 2022 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS |
NOTE 11. SUBSEQUENT EVENTS
On January 13, 2023, we received a notification from the NYSE informing we, because the number of public stockholders is less than 300, are not in compliance with Section 802.01B of the NYSE Listed Company Manual (the “Listing Rule”). The Listing Rule requires us to maintain a minimum of 300 public stockholders on a continuous basis. The NYSE notification letter specified that we had 45 days to submit a plan that demonstrates how the we expect to return to compliance with the Listing Rule within 18 months of receipt of the notice. Following receipt of the notification letter, we submitted such a plan to the Listing Operation Committee of the NYSE and such compliance plan was
subsequently accepted. As a result, the Company remains subject to quarterly monitoring by the NYSE for compliance with the plan.
On April 13, 2023, we
extended the period of time to consummate the Business Combination by one month, from April 13, 2023 to May 13, 2023. In connection
with such extension, an aggregate of $115,000 was deposited in the Trust Account.
Management of the Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did
not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation |
Basis of Presentation
The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America
(“GAAP”) and pursuant to the rules and regulations of the SEC.
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Use of Estimates |
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a
condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly,
the actual results could differ significantly from those estimates.
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Cash and Cash Equivalents |
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The
Company had cash of $748,857 and $237,363,
respectively, and no cash equivalents as of December 31, 2022 and 2021.
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Cash Held in Trust Account |
Cash Held in Trust Account
At December 31, 2022 and 2021, all of the assets held in the Trust Account were invested in cash accounts.
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Income Taxes |
Income Taxes
The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability
approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or
deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount
expected to be realized.
ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and
penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022. The Company is currently not aware of any issues under review that could result
in significant payments, accruals or material deviation from its position.
There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal
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.
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Shares Subject to Possible Redemption |
Shares Subject to Possible Redemption
The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)
Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of ordinary share (including shares of
ordinary share 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) is classified as temporary equity. At all
other times, shares are classified as shareholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at
December 31, 2022 and 2021, shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.
As of December 31, 2022 and 2021, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the
following table:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Offering Costs |
Offering Costs
Offering costs consisted of legal, accounting, and other expenses incurred through the balance sheet date that were directly
related to the Initial Public Offering. The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and
registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to shareholders’ deficit or the statements of operations based on the relative value of the Public Warrants and
the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on December 31, 2021 offering costs totaling $13,157,186 (consisting of $2,446,000 of underwriting fee, $9,780,500 of deferred underwriting fee and $930,686
of other offering costs) were recognized with $781,595 included in the statements of operations as an allocation for the Public
Warrants and the Private Placement Warrants. No offering costs were incurred for the year ended December 31, 2022.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant Liability |
Warrant Liability
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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and
Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for
equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted
at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be
recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on
the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a
Monte Carlo simulation model (see Note 10).
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Income Per Ordinary Share |
Net Income Per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of
shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income is shared pro rata between the two classes of shares. Net income per share is computed by dividing net income by the weighted average number of ordinary
shares outstanding for the period. Accretion associated with the redeemable shares of Class A ordinary share is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per ordinary share
does not consider the effect of the Warrants issued in connection with the IPO, as well Warrants potentially issuable upon conversion of the 2022 Note since the exercise of the Warrants are contingent upon the occurrence of future events and the
inclusion of such Warrants would be anti-dilutive.
A reconciliation of net income per ordinary share is as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Concentration of Credit Risk |
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution
which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
|
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Fair Value of Financial Instruments |
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,”
approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.
|
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Derivative Financial Instruments |
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded
derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then
re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is
evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of
the balance sheet date.
The Company will account for the conversion features in Convertible notes under ASC Topic 815. However, if a conversion feature meets the criteria
of the scope exception, then it will not be bifurcated.
|
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Recently Issued Accounting Standards |
Recently Issued Accounting Standards
In August 2020, FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts
in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from
convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and
freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06
is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact this
guidance will have on its financial statements.
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a
material effect on the Company’s financial statements.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Subject to Possible Redemption |
As of December 31, 2022 and 2021, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the
following table:
|
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Reconciliation of Net Income Per Ordinary Share |
A reconciliation of net income per ordinary share is as follows:
|
FAIR VALUE MEASUREMENTS (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis |
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December
31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
|
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Level 3 Fair Value Measurement Inputs of Private Placement Warrants |
The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows on December 31, 2022 and 2021:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Changes in Fair Value of Warrant Liabilities |
The following table presents the changes in the fair value of Level 3 warrant liabilities:
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) - USD ($) |
Dec. 31, 2022 |
Dec. 31, 2021 |
---|---|---|
Cash and Cash Equivalents [Abstract] | ||
Cash | $ 748,857 | $ 237,363 |
Cash equivalents | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) |
Dec. 31, 2022
USD ($)
|
---|---|
Income Taxes [Abstract] | |
Unrecognized tax benefits | $ 0 |
Accrued interest and penalties | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Offering Costs (Details) - USD ($) |
11 Months Ended | ||
---|---|---|---|
Oct. 13, 2021 |
Dec. 31, 2021 |
Dec. 31, 2022 |
|
Offering Costs [Abstract] | |||
Deferred underwriting fee | $ 7,780,500 | ||
Initial Public Offering [Member] | |||
Offering Costs [Abstract] | |||
Offering costs | $ 13,157,186 | $ 13,157,186 | $ 0 |
Underwriting fee | 2,446,000 | 2,446,000 | |
Deferred underwriting fee | 9,780,500 | 9,780,500 | |
Other offering costs | 930,686 | 930,686 | |
Allocation of offering costs included in statements of operations | $ 781,595 | $ 781,595 |
PRIVATE PLACEMENT (Details) - USD ($) |
11 Months Ended | 12 Months Ended | |
---|---|---|---|
Oct. 13, 2021 |
Dec. 31, 2021 |
Dec. 31, 2022 |
|
Private Placement Warrants [Abstract] | |||
Gross proceeds from private placement | $ 7,146,000 | $ 0 | |
Private Placement [Member] | Private Placement Warrants [Member] | |||
Private Placement Warrants [Abstract] | |||
Warrants issued (in shares) | 7,146,000 | ||
Share price (in dollars per share) | $ 1 | ||
Gross proceeds from private placement | $ 7,146,000 |
RELATED PARTY TRANSACTIONS, Promissory Note (Details) - USD ($) |
11 Months Ended | 12 Months Ended | ||
---|---|---|---|---|
Mar. 25, 2021 |
Feb. 18, 2021 |
Dec. 31, 2021 |
Dec. 31, 2022 |
|
Related Party Transactions [Abstract] | ||||
Proceeds from promissory note payable | $ 0 | $ 1,050,000 | ||
Promissory Note [Member] | ||||
Related Party Transactions [Abstract] | ||||
Related party transaction amount | $ 300,000 | |||
Sponsor [Member] | Promissory Note [Member] | ||||
Related Party Transactions [Abstract] | ||||
Related party transaction amount | $ 300,000 | |||
Proceeds from promissory note payable | $ 300,000 | |||
Sponsor [Member] | Promissory Note [Member] | Maximum [Member] | ||||
Related Party Transactions [Abstract] | ||||
Proceeds from promissory note payable | $ 300,000 |
RELATED PARTY TRANSACTIONS, Related Party Loans (Details) - USD ($) |
11 Months Ended | 12 Months Ended | |
---|---|---|---|
May 05, 2022 |
Dec. 31, 2021 |
Dec. 31, 2022 |
|
Related Party Loans [Abstract] | |||
Amount drawn | $ 0 | $ 1,050,000 | |
Outstanding loan amount | 0 | 1,050,000 | |
Sponsor [Member] | Working Capital Loans [Member] | |||
Related Party Loans [Abstract] | |||
Amount drawn | $ 1,050,000 | ||
Outstanding loan amount | 1,050,000 | ||
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member] | |||
Related Party Loans [Abstract] | |||
Maximum amount of convertible loans | $ 1,500,000 | ||
Conversion price (in dollars per share) | $ 1 | ||
Outstanding loan amount | $ 0 |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Details) - Class A Ordinary Shares [Member] |
11 Months Ended | 12 Months Ended |
---|---|---|
Dec. 31, 2021
Vote
$ / shares
shares
|
Dec. 31, 2022
Vote
$ / shares
shares
|
|
Ordinary Shares Subject to Possible Redemption [Abstract] | ||
Ordinary shares, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Number of votes per share | Vote | 1 | 1 |
Ordinary Shares subject to possible redemption (in shares) | 23,000,000 | 23,000,000 |
FAIR VALUE MEASUREMENTS, Changes in Fair Value of Warrant Liabilities (Details) |
12 Months Ended | |||
---|---|---|---|---|
Dec. 31, 2022
USD ($)
| ||||
Changes in Fair Value of Warrant Liabilities [Roll Forward] | ||||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | |||
Private Placement Warrants [Member] | ||||
Changes in Fair Value of Warrant Liabilities [Roll Forward] | ||||
Fair value, beginning of period | $ 3,673,044 | |||
Change in valuation inputs or other assumptions | (3,244,284) | [1] | ||
Fair value, end of period | $ 428,760 | |||
|
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] |
Apr. 13, 2023
USD ($)
|
Jan. 13, 2023
Stockholder
|
---|---|---|
Subsequent Events [Abstract] | ||
Minimum number of stocholders required | 300 | |
Number of days to submit plan | 45 days | |
Period to required to return to compliance of Listing Rule | 18 months | |
Extension period to consummate Business Combination | 1 month | |
Cash deposited in Trust Account | $ | $ 115,000 | |
Minimum [Member] | ||
Subsequent Events [Abstract] | ||
Number of public stockholders | 300 |
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