NOTES
TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 1- Description of Organization, Business
Operations, Going Concern and Basis of Presentation
Pyrophyte Acquisition Corp.
(the “Company”) is a blank check company incorporated in Cayman Islands on February 12, 2021. The Company was formed for the
purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination
with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company
is subject to all of the risks associated with emerging growth companies.
As of March 31, 2023, the
Company had not yet commenced any operations. All activity for the period from February 12, 2021 (inception) through March 31, 2023 relates
to the Company’s formation and the preparation of the initial public offering (the “Initial Public Offering”) described
below, and since the Initial Public Offering, the search for a prospective initial business combination. The Company will not generate
any operating revenues until after the completion of its initial business combination, at the earliest. The Company generates non-operating
income in the form of interest income on investments from the proceeds derived from the Initial Public Offering.
The Company’s sponsor
is Pyrophyte Acquisition LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s
Initial Public Offering was declared effective on October 26, 2021. On October 29, 2021, the Company consummated its Initial Public Offering
of 20,125,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units offered, the “Public
Shares”), including 2,625,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per
Unit, generating gross proceeds of $201,250,000, and incurring $181,216 in other offering costs, $2,625,000 in upfront underwriting fees
and $8,443,750 in deferred underwriting commissions (Note 5).
Simultaneously with the closing
of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 10,156,250 warrants
(each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per
Private Placement Warrant to the Sponsor, generating proceeds of $10,156,250 (Note 4).
Upon the closing of the Initial
Public Offering and the Private Placement, $206,281,250 ($10.25 per Unit) of the proceeds of the Initial Public Offering and the sale
of the Private Placement Warrants were deposited into a trust account (the “Trust Account”) in the United States at J.P. Morgan
Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee, to be 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 money market
funds meeting certain conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”),
which invest only in direct U.S, government treasury obligations 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’s management
has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private
Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business
Combination. The New York Stock Exchange rules provide that the Business Combination must occur with one or more target businesses that
together have an aggregate fair market value equal to at least 80% of the balance in the Trust Account (excluding the deferred underwriting
commissions and taxes payable on income earned on the Trust Account) at the time of the signing 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. There is no assurance that the Company will be able
to successfully effect a Business Combination.
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 shareholders meeting called to approve
the Business Combination or (ii) by means of a tender offer. In connection with an initial business combination, the Company may seek
shareholder approval of a Business Combination at a meeting called for such purpose at which public 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.
If the Company seeks shareholder
approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended
and Restated Certificate of Incorporation provides that, a Public Shareholder, together with any affiliate of such shareholder or any
other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to
15% or more of the Public Shares without the Company’s prior written consent.
The Public Shareholders will
be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.25 per share, plus any
pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).
The per-share amount to be distributed to Public Shareholders who redeem their shares will not be reduced by the deferred underwriting
commissions the Company will pay to the representative of the underwriter (as discussed in Note 5). There will be no redemption rights
upon the completion of a Business Combination with respect to the Company’s warrants. These shares of Class A ordinary share were
recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with
Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”
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 Certificate of Incorporation, offer such redemption 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.
The Company’s initial
shareholders agreed (a) to vote its Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial
Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s amended and restated memorandum
and articles of association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business
Combination unless the Company provides dissenting Public Shareholders with the opportunity to redeem their Public Shares in conjunction
with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Placement Warrants (including underlying
securities) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination
(or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval
in connection therewith) or a vote to amend the provisions of the amended and restated memorandum and articles of association relating
to shareholders’ rights of pre- Business Combination activity and (d) that the Founder Shares and Private Placement Warrants (including
underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated.
However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased
during or after the Initial Public Offering if the Company fails to complete its Business Combination.
On
April 24, 2023 the Company received shareholder approval to amend its Amended and Restated Memorandum and Articles of Association to
extend the date by which it must complete an initial business combination from April 29, 2023 to April 29, 2024 (the “Extended
Date”) (the “Extension”). As a result of the Extension receiving approval for the Company’s shareholders,
the Sponsor agreed to loan the Company an amount equal to the lesser of (i) $0.04 per public share multiplied by the number of
public shares then outstanding and (ii) $160,000, for each calendar month until the earlier of the completion of a business
combination or the date of the Company’s liquidation beginning on April 30, 2023 (as discussed in Note 4). In connection with
the first Contribution, the Company issued a convertible promissory note to the Sponsor with a principal amount up to $1.92 million
(see Note 4). The shareholders also approved a proposal (the “Liquidation Amendment Proposal”) to amend the Amended
Memorandum and Articles of Association to permit the Company’s board of directors (the “Board”), in
its sole discretion, to elect to wind up the Company’s operations on an earlier date than the Extended Date as determined by
the Board and included in a public announcement. The shareholders also approved a proposal (the “Redemption Limitation
Amendment Proposal”) to amend the Amended Memorandum and Articles of Association to eliminate the
limitation that the Company may not redeem public shares
in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 in connection with the
Company’s initial business combination. The shareholders also approved a proposal (the “Founder Share Amendment
Proposal”) to provide for the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share,
to convert into Class A ordinary shares, par value $0.0001 per share, on a one-for-one basis prior to the closing of an initial
business combination at the election of the holder. In connection with the vote to approve the Extension, the holders of 11,151,163
Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.52
per share , for an aggregate redemption amount of
approximately $117 million. After the satisfaction of such redemptions, the balance in the Company’s Trust Account was reduced
from approximately $212 million to approximately $95 million ,
resulting in a new redemption price of $10.56 per share for outstanding shares.
If the Company is unable
to complete a Business Combination by the Extended Date, the Company will (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account, which interest shall be net of taxes payable and $100,000 of interest to pay dissolution expenses, divided by the number
of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including
the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed
to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide
for claims of creditors and the requirement of applicable law. The representative of the underwriter agreed to waive its rights to the
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 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 Initial Public Offering price per Unit ($10.25).
The Sponsor agreed that it
will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company,
or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement
or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.25 per public share
and (ii) the actual amount per public share held in the Trust Account as of the day of liquidation of the Trust Account, if less than
$10.25 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to
any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account
(whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of
the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently
verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations. None of the Company’s officers or directors
will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
Risk and Uncertainties
On January 30, 2020, the World
Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19
outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.
The full impact of the COVID-19 outbreak continues to evolve. Management continues to evaluate the impact of the COVID-19 outbreak on
the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s
financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as
of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
The credit and financial
markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected
to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit
availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic
and political stability. In addition, the United States and other countries have imposed sanctions on Russia which increases the risk
that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses.
Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations
and the price of our ordinary shares to be adversely affected.
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 of 2002, 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that
apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such
extended transition period, which means that when a standard is issued or revised and it has different application dates for public or
private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt
the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is
neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.
Liquidity and Capital
Resources and Going Concern
As of March 31, 2023, the
Company had $658 in cash and no cash equivalents. Further, the Company has incurred and expects to continue to incur significant costs
in pursuit of its financing and acquisition plans. If the Company’s estimates of the costs of identifying a target business, undertaking
in-depth due diligence, and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have
insufficient funds available to operate its business prior to an initial business combination. The liquidation deadline for the Company
is also within the next twelve months if an initial Business Combination is not consummated. The Company cannot assure that its plans
to consummate an initial Business Combination will be successful.
As a result of the above,
in connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)
2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined
that the liquidity conditions and the proximity to liquidation date raises substantial doubt about the Company’s ability to continue
as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to
liquidate after April 29, 2024. These unaudited condensed financial statements do not include any adjustments relating to the recovery
of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a
going concern.
Note 2 — Summary of Significant Accounting
Policies
Use of Estimates
The preparation of unaudited
condensed 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 unaudited condensed 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 unaudited condensed 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.
Basis of Presentation
The accompanying unaudited
condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of
America (“U.S. GAAP”) for information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X
of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial
statements prepared in accordance with U.S. GAAP have been or omitted, pursuant to the rules and regulations of the SEC for interim financial
reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial
position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements
include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position,
operating results and cash flows for the periods presented and should be read in conjunction with the Company’s Annual Report on
Form 10-K for the year ended December 31, 2022.
The financial information as of December 31, 2022 is derived from the
audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The interim
results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December
31, 2023 or for any future periods.
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. As of March 31, 2023 and
December 31, 2022, the Company had cash of $658 and $13,372, respectively. The Company did not have any cash equivalents as of March 31,
2023 and December 31, 2022.
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 coverage of $250,000. The Company had not experienced losses on this account and management believes
the Company is not exposed to significant risks on such account.
Investments and cash
held in Trust Account
As of March 31, 2023 and
December 31, 2022, the assets held in the Trust Account were held in money market funds and cash.
Net Income Per Ordinary
Share
The Company complies with
accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per ordinary share is computed
by dividing net income by the weighted average number of ordinary share outstanding during the period. The Company has not considered
the effect of the warrants sold in the Initial Public Offering and Private Placements to purchase Class A ordinary shares in the calculation
of diluted income per share, since their inclusion is contingent on a future event. As a result, diluted income per share is the same
as basic income per share for the periods presented.
The Company has two classes
of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata
between the two classes of ordinary shares. Net income per share, basic and diluted for Class A ordinary shares is calculated by dividing
the pro rata allocation of net income to Class A ordinary shares for the three months ended March 31, 2023 and for the three months ended
March 31, 2022 by the weighted average number of Class A ordinary shares outstanding for the periods. Net income per share basic and diluted
for Class B ordinary shares is calculated by dividing the pro rata allocation of net income to Class B ordinary shares or the three months
ended March 31, 2023 and for the three months ended March 31, 2022 by the weighted average number of Class B ordinary shares outstanding
for the periods. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the
redemption value approximates fair value.
A reconciliation of the net
income per ordinary share is as follows
| |
For The
Three Months | | |
For The
Three Months | |
| |
Ended | | |
Ended | |
| |
March 31,
2023 | | |
March 31,
2022 | |
Redeemable Class A Ordinary Shares | |
| | |
| |
Numerator: Net Income allocable to Redeemable Class A Ordinary Shares | |
$ | 804,012 | | |
$ | 895,306 | |
| |
| | | |
| | |
Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares | |
| | | |
| | |
Basic and diluted weighted average shares outstanding, Redeemable Class A | |
| 20,125,000 | | |
| 20,125,000 | |
Basic and diluted net income per share, Class A subject to possible redemption | |
$ | 0.04 | | |
$ | 0.04 | |
| |
| | | |
| | |
Non-Redeemable Class B Ordinary Shares | |
| | | |
| | |
Numerator: Net Income allocable to Redeemable Class B Ordinary Shares | |
$ | 201,003 | | |
$ | 223,826 | |
| |
| | | |
| | |
Denominator: Weighted Average Share Outstanding, Redeemable Class B Ordinary Shares | |
| 5,031,250 | | |
| 5,031,250 | |
Basic and diluted net income per share, Class B non-Redeemable ordinary shares | |
$ | 0.04 | | |
$ | 0.04 | |
Class A Ordinary Shares
Subject to Possible Redemption
All of the Class A ordinary
shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public
Shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business
Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance
with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions
not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity.
Therefore, all Class A ordinary shares have been classified outside of permanent equity.
The Company recognizes changes
in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value
at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges
against additional paid in capital and accumulated deficit.
The reconciliation of Class
A ordinary shares subject to possible redemption as of March 31, 2023 and December 31, 2022 is as follows:
Gross proceeds | |
$ | 201,250,000 | |
Less: | |
| | |
Class A ordinary shares issuance costs | |
| (11,249,966 | ) |
Fair value of Public Warrants at issuance | |
| (7,345,625 | ) |
| |
| | |
Plus: | |
| | |
Initial measurement and remeasurement of carrying value to redemption value | |
| 23,626,841 | |
Class A ordinary shares subject to possible redemption at December 31, 2021 | |
$ | 206,281,250 | |
Remeasurement of Class A ordinary shares to redemption value | |
| 3,269,935 | |
Class A ordinary shares subject to possible redemption at December 31, 2022 | |
$ | 209,551,185 | |
Remeasurement of Class A ordinary shares to redemption value | |
| 2,347,624 | |
Class A ordinary shares subject to possible redemption at March 31, 2023 | |
$ | 211,898,809 | |
Fair Value Measurements
Fair value is defined as
the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants
at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
The hierarchy gives the highest
priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority
to unobservable inputs (Level 3 measurements). These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices
for identical instruments in active markets; |
| ● | Level 2, defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices
for identical or similar instruments in markets that are not active; and |
| ● | Level 3, defined as unobservable inputs in which little or
no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques
in which one or more significant inputs or significant value drivers are unobservable. |
In some circumstances, the
inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair
value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the
fair value measurement.
Fair Value of Financial
Instruments
As of March 31, 2023 and
December 31, 2022, the carrying values of cash, accounts payable, and accrued expenses, which qualify as financial instruments under the
FASB ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the balance sheets.
The fair value of warrants
issued in connection with the Initial Public Offering were initially measured at fair value using a Monte Carlo simulation model for the
Public Warrants and Private Placement Warrants. As of March 31, 2023 and December 31, 2022, the fair value of the Public Warrants are
now valued based on the listed market price of the Public Warrants since they began trading on December 17, 2021. As of March 31, 2023
and December 31, 2022, the fair value of the Private Placement Warrants were measured by reference to the trading price of the Public
Warrants, which is considered to be a Level 2 fair value measurement.
Offering Costs
Offering costs consist of
legal, accounting, underwriting and other costs incurred through the balance sheet date that are directly related to the Initial Public
Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the relative fair values of the
company ordinary shares and its warrants. The costs allocated to warrants were recognized in other expenses and those related to the Company’s
ordinary shares were charged to temporary equity.
Derivative Warrant
Liabilities
The Company does not use
derivative instruments to hedge its exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s
financial instruments, including issued warrants to purchase its Class A ordinary shares, to determine if such instruments are derivatives
or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
The Company issued 10,062,500
Public warrants to purchase Class A ordinary shares to investors in the Company’s Initial Public Offering and simultaneously issued
10,156,250 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance
with ASC 815-40. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value
at each reporting period. The liabilities are subject to re- measurement at each balance sheet date until exercised, and any change in
fair value is recognized in the statements of operations.
Income Taxes
The Company accounts for
income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets
and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and
for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation
allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the
accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold
and measurement process for financial statement recognition and measurement of a tax position 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 as income tax expense. There were no unrecognized
tax benefits and no amounts accrued for interest and penalties for the three months ended March 31, 2023 and March 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.
The Company is considered
an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands
or the United States. As such, the Company’s tax provision was zero for the periods presented.
Recent Accounting Pronouncements
The Company’s management
does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material
effect on the Company’s unaudited condensed financial statement.
Note 3 - Initial Public Offering
Pursuant to the Initial Public
Offering, the Company sold 20,125,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A ordinary
shares and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase
one share of Class A ordinary shares at an exercise price of $11.50 per share.
Note 4 – Related Party Transactions
Class B Founder Shares
On February 24, 2021, the
Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary
shares, par value $0.0001 (the “Founder Shares”). Up to 750,000 Founder Shares were subject to forfeiture by the Sponsor
depending on the extent to which the underwriter’s over-allotment option was exercised. At the close of the Initial Public Offering,
the underwriter exercised its overallotment option in full and these Founder Shares were no longer subjected to forfeiture as of October
29, 2021.
On September 29, 2021, the
Sponsor effected a surrender of 718,750 Class B ordinary shares to the Company for no consideration, resulting in an aggregate of 5,031,250
of Class B ordinary shares outstanding. Prior to the initial investment in the Company of $25,000 by the Sponsor, we had no assets, tangible
or intangible. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company
by the aggregate number of Founder Shares issued.
Private Placement Warrants
Simultaneously with the
closing of the Initial Public Offering, the Company consummated the Private Placement of 10,156,250 Private Placement Warrants at a price
of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $10,156,250.
Each warrant is exercisable
to purchase one Class A ordinary share at a price of $11.50 per share. Certain proceeds from the sale of the Private Placement Warrants
were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination
within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the
Public Shares (subject to the requirement of applicable law) and the Private Placement Warrants will expire worthless.
Promissory Note
The Sponsor agreed to loan
the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest
bearing, unsecured and due at the earlier of December 31, 2021 or the closing of the Initial Public Offering. Upon the consummation of
the Initial Public Offering, all outstanding balance under the note was paid in full. As of March 31, 2023 and December 31, 2022, the
Company can no longer draw on this note.
The Sponsor agreed to loan the
Company an amount equal to the lesser of (i) $0.04 per public share multiplied by the number of public shares then outstanding and (ii)
$160,000, for each calendar month beginning on April 30, 2023 until the earlier of (i) the completion of a business combination and (ii)
the Company’s liquidation (each, a “Contribution”). On April 30, 2023, the Sponsor advanced $160,000 to the Company
the first Contribution for the first month of extension.
In connection with the
first Contribution, on May 4, 2023, the Company issued a convertible promissory note to the Sponsor with a principal amount up to
$1.92 million (the “Note”) for working capital expenses (as discussed in Note 1). The Note bears no interest and is
repayable in full upon the earlier of the consummation of the Company’s initial business combination, or the liquidation of
the Company. If the Company does not consummate an initial business combination within the Combination Period, the Note will be
repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Upon maturity, the
outstanding principal of the Note may be converted into warrants identical to the Private Placement warrants, at a price of $1.00
per warrant, at the option of the Sponsor.
Working Capital Loans
In order to finance transaction
costs in connection with an initial business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s
officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).
If the Company completes an initial business combination, the Company would repay the Working Capital Loans out of the proceeds of the
Trust Account released to the Company. In the event that an initial 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. The Working Capital Loans would either be repaid upon consummation of an initial business combination
or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants
of the post-initial business combination entity at a price of $1.00 per warrant. Except for the foregoing, the terms of such Working
Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2023 and
December 31, 2022, the Company had no borrowings under the Working Capital Loans.
Administrative Support Agreement
Commencing on the date of
the Initial Public Offering, the Company has paid the Sponsor $15,000 per month for office space, utilities, secretarial and administrative
support services provided to the members of the Company’s management team, which included payment of $10,000 per month to our former
Chief Financial Officer and Executive Vice President of Business Development. Upon completion of the initial business combination or the
Company’s liquidation, the Company will cease paying these monthly fees. On July 1, 2022 the Company amended the administrative
support agreement with the Sponsor from $15,000 per month to $5,000 per month. The Company had incurred and paid $15,000 and $45,000 for
the three months ended March 31, 2023 and March 31, 2022, respectively, in Sponsor administrative fees.
For the three months ended
March 31, 2023 and March 31, 2022, the Company reimbursed management $3,623 and $48,634, respectively, for expenses related to acquisition
activities.
Due from Related Party
As of March 31, 2023 and
December 31, 2022, the Company was due $28,500 and $49,500, respectively, from the Sponsor for an overpayment of reimbursable expenses
and administrative support fees, which will be repaid in 2023.
Note 5 – Commitments & Contingencies
Registration and Shareholder Rights
The holders of Founder Shares,
Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any (and any Class A ordinary
share issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans),
will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the Initial
Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration
rights agreement will provide that we will not be required to effect or permit any registration or cause any registration statement to
become effective until termination of the applicable lock- up period. The Company will bear the expenses incurred in connection with
the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriter
a 45-day option to purchase up to 2,625,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting
discounts and commissions. The underwriter fully exercised the option on October 29, 2021.
The underwriter was entitled
to a cash underwriting discount of 1.5% of the gross proceeds of the Initial Public Offering, or $2,625,000 in the aggregate, which
was paid upon closing of the Initial Public Offering. In addition, the underwriter was entitled to a deferred fee of 4.0% of the gross
proceeds of the Initial Public Offering. 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.
Investment Advisory Agreement
On November 5, 2021, the
Company entered into an investment advisory agreement with Clean Energy Associates, LLC (“Clean Energy”, pursuant to which
Clean Energy will serve as an investment advisor in connection with the Company’s initial Business Combination. If the Company enters
into a letter of intent with a potential target that has been introduced to it by Clean Energy, it shall pay Clean Energy a cash success
fee of $40,000. Clean Energy shall also be paid a retainer of up to $40,000. This agreement was subsequently terminated on January 14,
2023. As of and for the period ended March 31, 2023 and December 31, 2022 there were no amounts incurred and accrued for Clean Energy.
Financial Advisory Agreements
On March 28, 2022 the Company
engaged UBS Securities LLC (“UBS”), the underwriter in the Initial Public Offering, as a financial advisor and capital markets
advisor in connection with a specified de-SPAC transaction. The Company will pay UBS a cash fee for such services upon the consummation
of such transaction in an amount equal to $3,000,000. The letter of intent related to this agreement expired on July 1, 2022 and as such
rendered this agreement void and no future accrual or expense will be booked. The agreement provided for up to $25,000 in reimbursable
fees to UBS and as of the expiration date of the agreement, there are no reimbursable fees incurred by the Company.
On November 8, 2021 the Company
engaged Atrium Partners A/S (“Atrium”), as a financial advisor in relation to the potential acquisition of one or more companies
in a specific industry. The Company will pay Atrium a cash fee for such services upon the consummation of such transaction in an amount
equal to 1% of the enterprise value of the target company at the time of closing. This agreement was terminated in February 2022. As of
and for the three months ended March 31, 2023 and 2022, the Company did not incur or pay any fees related to the Atrium agreement.
On September 26, 2022 the
Company reengaged Atrium, as a financial advisor in relation to the potential acquisition of one or more companies in a specific industry
under the term of the new agreement the Company will pay Atrium a weekly retainer for all weeks they are engaged in the acquisition efforts
as well as a success fee for such services upon the consummation of such transaction in an amount equal to 1% of the enterprise value
of the target company at the time of closing. For the three months ended March 31, 2023 and 2022 there were $0 and $30,225, respectively,
of amounts, as well as 0.75% of any additionally raised capital to fund such transaction, incurred for Atrium under the terms of the new
agreement.
Note 6 — Derivative Warrant Liabilities
The Company accounted for
the 20,218,750 Warrants issued in connection with the Initial Public Offering (the 10,062,500 of Public Warrants and the 10,156,250 of
Private Placement Warrants) in accordance with the guidance contained in ASC 815- 40 Derivatives and Hedging — Contracts in Entity’s
Own Equity. 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 classifies each warrant as a liability at its fair value. This liability is
subject to re-measurement at each balance sheet date. With each such re-measurement, the Warrant liability will be adjusted to fair value,
with the change in fair value recognized in the company’s statement of operations.
Additionally, certain adjustments
to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed”
option as defined under ASC 815-40, and thus the Private Placement Warrants are not considered indexed to the Company’s own stock
and not eligible for an exception from derivative accounting.
The accounting treatment
of derivative financial instruments requires that the Company record a derivative liability upon issuance of the warrants at the closing
of the Initial Public Offering. Accordingly, the Company expects to classify each warrant as a liability at its fair value. The Public
Warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined with the assistance
of a professional independent valuation firm. The warrant liability is subject to re-measurement at each balance sheet date. With each
such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s
statements of operations. The Company will reassess the classification of the warrants 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
Public Warrants may only
be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public
Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination provided that
the Company has an effective registration statement under the Securities Act covering the Class A ordinary share issuable upon exercise
of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration
under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on
a cashless basis under certain circumstances as a result of (i) the Company’s failure to have an effective registration statement
by the 60th business day after the closing of the initial business combination or (ii) a notice of redemption described under
“Redemption of warrants when the price per share of Class A ordinary share equals or exceeds $10.00”). The Company has agreed
that as soon as practicable, but in no event later than 20 business days after the closing of its initial business combination, the Company
will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary
share issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within
60 business days after the closing of the Company’s initial business combination and to maintain a current prospectus relating to
those Class A ordinary share until the warrants expire or are redeemed. If the shares issuable upon exercise of the warrants are not registered
under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants
on a cashless basis. However, no 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 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. Notwithstanding
the above, if the Company’s Class A ordinary share are at the time of any exercise of a warrant not listed on a national securities
exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company
may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect
a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register
or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
The warrants have an exercise
price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier
upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary share or equity-linked securities for
capital raising purposes in connection with the closing of the initial business combination at an issue price or effective issue price
of less than $9.20 per share of Class A ordinary share (with such issue price or effective issue price to be determined in good faith
by the 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 initial business combination on the date of the consummation of the initial business combination (net of redemptions)
and (z) the volume weighted average trading price of Class A ordinary share during the 20 trading day period starting on the trading day
prior to the day on which the Company consummates the 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 $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants
for Class A ordinary share” and “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal
to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
The Private Placement Warrants
are identical to the Public Warrants, except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will
not be redeemable by the Company, (ii) they (including the Class A ordinary share issuable upon exercise of these warrants) may not, subject
to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial business
combination, (iii) they may be exercised by the holders on a cashless basis and (iv) are subject to registration rights.
If a tender offer, exchange
or redemption offer shall have been made to and accepted by the holders of the Class A ordinary share and upon completion of such offer,
the offeror owns beneficially more than 50% of the outstanding Class A ordinary share the holder of the warrant shall be entitled to receive
the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such
warrant had been exercised, accepted such offer and all of the Class A ordinary share held by such holder had been purchased pursuant
to the offer. If less than 65% of the consideration receivable by the holders of the Class A ordinary share in the applicable event is
payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an established
over-the-counter market, and if the holder of the warrant properly exercises the warrant within thirty days following the public disclosure
of the consummation of the applicable event 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 in the warrant agreement) minus (B) the value of the warrant based on the Black-Scholes Warrant Value for a Capped American Call
on Bloomberg Financial Markets.
Redemption
of warrants when the price per share of Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable,
the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):
| ● | in whole and not in part; |
| ● | at a price of $0.01 per warrant; |
| ● | upon a minimum of 30 days’ prior written notice of
redemption; and |
| ● | if, and only if, the last reported sale price (the “closing
price”) of Class A ordinary share 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 “Description of Securities — Warrants —
Public Warrants — Redemption Procedures — Anti-dilution Adjustments”) 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. |
The Company will not redeem
the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary share
issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary share is available throughout
the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay
the exercise price for each warrant being exercised.
Redemption
of warrants when the price per share of Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable,
the Company may redeem the outstanding warrants:
| ● | in whole and not in part; |
| ● | at a price of $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 set forth under “Description of Securities — Warrants
— Public Warrants” based on the redemption date and the “fair market value” of Class A ordinary share (as defined
below) except as otherwise described in “Description of Securities — Warrants — Public Warrants”; and; |
| ● | if, and only if, the closing price of Class A ordinary share
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 “Description of Securities — Warrants — Public Warrants — Redemption
Procedures — 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 share 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 “Description of Securities — Warrants — Public Warrants
— Redemption Procedures — Anti-dilution Adjustments”), the Private Placement Warrants must also be concurrently called
for redemption on the same terms as the outstanding public warrants, as described above. |
In no event will the Company
be required to net cash settle any warrant. 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.
Note 7 – Shareholders’ Deficit
Preference shares - The Company
is authorized to issue 1,000,000 shares of preference shares, par value $0.0001 per share, with such designations, voting and other rights
and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2023 and December 31,
2022, there were no shares of preference shares issued or outstanding.
Class A ordinary shares -
The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of March 31, 2023 and
December 31, 2022, there were no Class A ordinary shares issued or outstanding (excluding 20,125,000 Class A ordinary shares subject to
possible redemption).
Class B ordinary shares -
The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. On September 29, 2021, the
Sponsor surrendered 718,750 Founder Shares to us for cancelation for no consideration, resulting an aggregate of 5,031,250 Founder Shares
outstanding. As of March 31, 2023 and December 31, 2022, there were 5,031,250 Class B ordinary shares issued and outstanding.
Holders of the Class A ordinary shares and holders
of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders,
except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares shall have the right to vote
on the election of the Company’s directors prior to the initial business combination.
The Founder Shares will automatically
convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination,
or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional
Class A ordinary shares, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued
in the Initial Public Offering and related to the closing of our initial business combination, the ratio at which the Class B ordinary
shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class
B ordinary shares agree to waive such anti- dilution 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, 20% of the sum of all
Class A ordinary shares issued and outstanding upon the completion of the Initial Public Offering, plus all Class A ordinary shares and
equity- linked securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-
linked securities issued, or to be issued, to any seller in the business combination. Prior to our initial business combination, holders
of the Class B ordinary shares will have the right to appoint all of our directors and may remove members of the board of directors for
any reason in any general meeting held prior to or in connection with the completion of our initial business combination. On any other
matter submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will
vote together as a single class, except as required by law and subject to the amended and restated memorandum and articles of association.
Note 8 – Fair Value Measurements
The following table presents information about
the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2023 by level
within the fair value hierarchy:
| |
Level 1 | | |
Level 2 | | |
Level 3 | |
Assets: | |
| | |
| | |
| |
Investments and cash held in trust account | |
$ | 211,998,817 | | |
$ | — | | |
$ | — | |
Liabilities: | |
| | | |
| | | |
| | |
Public warrants | |
$ | 1,207,500 | | |
$ | — | | |
$ | — | |
Private placement warrants | |
| — | | |
| 1,218,750 | | |
| — | |
The following table presents information about
the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 by level
within the fair value hierarchy:
| |
Level 1 | | |
Level 2 | | |
Level 3 | |
Assets: | |
| | |
| | |
| |
Investments and cash held in trust account | |
$ | 209,651,193 | | |
$ | — | | |
$ | — | |
Liabilities: | |
| | | |
| | | |
| | |
Public warrants | |
$ | 754,687 | | |
$ | — | | |
$ | — | |
Private placement warrants | |
| — | | |
| 761,719 | | |
| — | |
There were no transfers to/from
any level for the three months ended March 31, 2023 and 2022. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting
period.
Note 9 – Subsequent
Events
The Company evaluated subsequent
events and transactions that occurred after the balance sheet date up to the date the unaudited condensed financial statements were issued.
Except for the redemption of Class A ordinary shares and extension of the Combination Period (Note 1) and the issuance of convertible
promissory note to Sponsor (Note 4), the Company did not identify any other subsequent events that would have required adjustment or disclosure
in the unaudited condensed financial statements.