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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 001-41022
Rigel Resource Acquisition Corp
(Exact name of registrant as specified in its charter)
Cayman Islands |
|
98-1594226 |
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
7 Bryant Park 1045 Avenue of the Americas, Floor 25
New York, NY |
|
10018 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
(646) 453-2672
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, or former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
RRAC.U |
|
The New York Stock Exchange |
Class A ordinary shares, par value $0.0001 per share |
|
RRAC |
|
The New York Stock Exchange |
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
RRAC.WS |
|
The New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
Emerging growth company |
☒ |
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As
of November 14, 2023, 24,570,033
Class A ordinary shares, par value $0.0001 per share, and 7,500,000
Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.
RIGEL RESOURCE ACQUISITION CORP
Form 10-Q
For the Quarter Ended September 30, 2023
Table of Contents
PART
I-FINANCIAL INFORMATION
Item
1. Financial Statements (Unaudited)
Rigel
Resource Acquisition Corp
CONDENSED
BALANCE SHEETS
| |
| | | |
| | |
| |
September 30, 2023 | | |
December 31, 2022 | |
| |
(unaudited) | | |
| |
ASSETS | |
| | | |
| | |
Current Assets: | |
| | | |
| | |
Cash | |
$ | 125,362 | | |
$ | 109,595 | |
Prepaid expenses | |
| 69,624 | | |
| 481,630 | |
Total Current Assets | |
| 194,986 | | |
| 591,225 | |
| |
| | | |
| | |
Investments held in the Trust Account | |
| 266,639,182 | | |
| 310,488,798 | |
Total Assets | |
$ | 266,834,168 | | |
$ | 311,080,023 | |
| |
| | | |
| | |
LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT | |
| | | |
| | |
Current Liabilities: | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 691,345 | | |
$ | 405,882 | |
Accrued offering costs | |
| 378,324 | | |
| 393,324 | |
Advances from related parties | |
| - | | |
| 99,722 | |
Convertible promissory notes - related party | |
| 3,627,816 | | |
| 236,300 | |
Total Current Liabilities | |
| 4,697,485 | | |
| 1,135,228 | |
| |
| | | |
| | |
Derivative liabilities | |
| 10,123,558 | | |
| 4,945,845 | |
Deferred underwriting commission | |
| 10,500,000 | | |
| 10,500,000 | |
Total Liabilities | |
| 25,321,043 | | |
| 16,581,073 | |
| |
| | | |
| | |
COMMITMENTS AND CONTINGENCIES (Note 6) | |
| | | |
| | |
Class A ordinary shares subject to possible redemption; 24,570,033 and 30,000,000 shares (at redemption value of $10.85 and $10.35 per share as of September 30, 2023 and December 31, 2022, respectively) | |
| 266,639,182 | | |
| 310,488,798 | |
| |
| | | |
| | |
Shareholders’ deficit: | |
| | | |
| | |
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | |
| - | | |
| - | |
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized, no shares issued and outstanding at September 30, 2023 and December 31, 2022 (excluding 24,570,033 and 30,000,000 shares subject to possible redemption, respectively) | |
| - | | |
| - | |
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 7,500,000 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | |
| 750 | | |
| 750 | |
Additional paid-in capital | |
| - | | |
| - | |
Accumulated deficit | |
| (25,126,807 | ) | |
| (15,990,598 | ) |
Total Shareholders’ Deficit | |
| (25,126,057 | ) | |
| (15,989,848 | ) |
Total Liabilities, Ordinary Shares subject to Possible Redemption and Shareholders’ Deficit | |
$ | 266,834,168 | | |
$ | 311,080,023 | |
The
accompanying notes are an integral part of these condensed unaudited financial statements.
Rigel
Resource Acquisition Corp
CONDENSED
STATEMENTS OF OPERATIONS
(UNAUDITED)
| |
| | | |
| | | |
| | | |
| | |
| |
For the
Three Months Ended September 30, | | |
For the
Nine Months Ended September 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
EXPENSES | |
| | | |
| | | |
| | | |
| | |
Administrative fee – related party | |
$ | 30,000 | | |
$ | 30,000 | | |
$ | 90,000 | | |
$ | 90,000 | |
General and administrative | |
| 328,944 | | |
| 267,126 | | |
| 926,980 | | |
| 902,279 | |
TOTAL EXPENSES | |
| 358,944 | | |
| 297,126 | | |
| 1,016,980 | | |
| 992,279 | |
| |
| | | |
| | | |
| | | |
| | |
OTHER INCOME (EXPENSE) | |
| | | |
| | | |
| | | |
| | |
Income earned on Investments held in Trust Account | |
| 3,443,700 | | |
| 1,383,654 | | |
| 10,481,777 | | |
| 1,843,236 | |
Change in fair value of convertible notes payable – related party | |
| 98,889 | | |
| (9,118 | ) | |
| 72,097 | | |
| 65,159 | |
Change in fair value of derivative liabilities | |
| (3,390,376 | ) | |
| (1,694,688 | ) | |
| (5,177,713 | ) | |
| 9,561,599 | |
TOTAL OTHER INCOME, NET | |
| 152,213 | | |
| (320,152 | ) | |
| 5,376,161 | | |
| 11,469,994 | |
| |
| | | |
| | | |
| | | |
| | |
Net (loss) income | |
$ | (206,731 | ) | |
$ | (617,278 | ) | |
$ | 4,359,181 | | |
$ | 10,477,715 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted average number of shares of Class A common stock outstanding, basic and diluted | |
| 27,016,502 | | |
| 30,000,000 | | |
| 29,005,501 | | |
| 30,000,000 | |
Basic and diluted net (loss) income per share of Class A common stock | |
$ | (0.01 | ) | |
$ | (0.05 | ) | |
$ | 0.12 | | |
$ | 0.23 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted average number of shares of Class B common stock outstanding, basic and diluted | |
| 7,500,000 | | |
| 7,500,000 | | |
| 7,500,000 | | |
| 7,500,000 | |
Basic and diluted net (loss) income per share of Class B common stock | |
$ | (0.01 | ) | |
$ | (0.05 | ) | |
$ | 0.12 | | |
$ | 0.23 | |
The
accompanying notes are an integral part of these condensed unaudited financial statements.
Rigel
Resource Acquisition Corp
CONDENSED
STATEMENTS OF CHANGES IN SHareHOLDERS’ DEFICIT
FOR
THE nine MONTHS ENDED September 30, 2023 and 2022
(UNAUDITED)
FOR
THE nine months ended September 30, 2023
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
Class B Ordinary Shares | | |
Additional Paid-In | | |
Accumulated | | |
Shareholders’ | |
| |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance as of January 1, 2023 | |
| 7,500,000 | | |
$ | 750 | | |
$ | - | | |
$ | (15,990,598 | ) | |
$ | (15,989,848 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Related party Note Proceeds in excess of fair value | |
| - | | |
| - | | |
| 53,009 | | |
| - | | |
| 53,009 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Remeasurement of Class A ordinary shares | |
| - | | |
| - | | |
| (53,009 | ) | |
| 53,009 | | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Current period accretion of Class A ordinary shares to redemption value | |
| - | | |
| - | | |
| - | | |
| (3,319,794 | ) | |
| (3,319,794 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net income | |
| - | | |
| - | | |
| - | | |
| 1,285,224 | | |
| 1,285,224 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as of March 31, 2023 | |
| 7,500,000 | | |
$ | 750 | | |
$ | - | | |
$ | (17,972,159 | ) | |
$ | (17,971,409 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Related party Note Proceeds in excess of fair value | |
| - | | |
| - | | |
| 639,640 | | |
| - | | |
| 639,640 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Remeasurement of Class A ordinary shares | |
| - | | |
| - | | |
| (639,640 | ) | |
| 639,640 | | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Current period accretion of Class A ordinary shares to redemption value | |
| - | | |
| - | | |
| - | | |
| (6,718,283 | ) | |
| (6,718,283 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net income | |
| - | | |
| - | | |
| - | | |
| 3,280,688 | | |
| 3,280,688 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as of June 30, 2023 | |
| 7,500,000 | | |
$ | 750 | | |
$ | - | | |
$ | (20,770,114 | ) | |
$ | (20,769,364 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Related party Notes Proceeds in excess of fair value | |
| - | | |
| - | | |
| 242,125 | | |
| - | | |
| 242,125 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Remeasurement of Class A ordinary shares | |
| - | | |
| - | | |
| (242,125 | ) | |
| 242,125 | | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Current period accretion of Class A ordinary shares to redemption value | |
| - | | |
| - | | |
| - | | |
| (4,392,067 | ) | |
| (4,392,067 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| - | | |
| - | | |
| - | | |
| (206,731 | ) | |
| (206,731 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as of September 30, 2023 | |
| 7,500,000 | | |
$ | 750 | | |
$ | - | | |
$ | (25,126,807 | ) | |
$ | (25,126,057 | ) |
FOR
THE nine months ended September 30, 2022
| |
Class B Ordinary Shares | | |
Additional Paid-In | | |
Accumulated | | |
Shareholders’ | |
| |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance as of January 1, 2022 | |
| 7,500,000 | | |
$ | 750 | | |
$ | - | | |
$ | (27,783,964 | ) | |
$ | (27,783,214 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Current period accretion of Class A ordinary shares to redemption value | |
| - | | |
| - | | |
| - | | |
| (24,974 | ) | |
| (24,974 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net income | |
| - | | |
| - | | |
| - | | |
| 5,374,475 | | |
| 5,374,475 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as of March 31, 2022 | |
| 7,500,000 | | |
$ | 750 | | |
$ | - | | |
$ | (22,434,463 | ) | |
$ | (22,433,713 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Current period accretion of Class A ordinary shares to redemption value | |
| - | | |
| - | | |
| - | | |
| (434,608 | ) | |
| (434,608 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net income | |
| - | | |
| - | | |
| - | | |
| 5,720,518 | | |
| 5,720,518 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as of June 30, 2022 | |
| 7,500,000 | | |
$ | 750 | | |
$ | - | | |
$ | (17,148,553 | ) | |
$ | (17,147,803 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Current period accretion of Class A ordinary shares to redemption value | |
| - | | |
| - | | |
| - | | |
| (1,383,654 | ) | |
| (1,383,654 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net income | |
| - | | |
| - | | |
| - | | |
| (617,278 | ) | |
| (617,278 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as of September 30, 2022 | |
| 7,500,000 | | |
$ | 750 | | |
$ | - | | |
$ | (19,149,485 | ) | |
$ | (19,148,735 | ) |
The
accompanying notes are an integral part of these condensed unaudited financial statements.
Rigel
Resource Acquisition Corp
CONDENSED
STATEMENTS OF CASH FLOWS
(UNAUDITED)
| |
| | | |
| | |
| |
For the Nine Months Ended September 30, 2023 | | |
For the Nine Months Ended September 30, 2022 | |
Cash Flows From Operating Activities: | |
| | | |
| | |
Net income | |
$ | 4,359,181 | | |
$ | 10,477,715 | |
Adjustments to reconcile net income to net cash used in operating activities: | |
| | | |
| | |
Investment income earned on investments held in the Trust Account | |
| (10,481,777 | ) | |
| (1,843,236 | ) |
Change in fair value of derivative liabilities | |
| 5,177,713 | | |
| (9,561,599 | ) |
Change in fair value of convertible promissory notes - related party | |
| (72,097 | ) | |
| (65,159 | ) |
Changes in operating assets and liabilities: | |
| | | |
| | |
Prepaid expenses | |
| 412,006 | | |
| (582,109 | ) |
Other current assets | |
| - | | |
| 572,539 | |
Other assets | |
| - | | |
| 434,343 | |
Changes in accrued offering costs | |
| - | | |
| - | |
Accounts payable and accrued expenses | |
| 285,463 | | |
| (840,660 | ) |
Net Cash Used In Operating Activities | |
| (319,511 | ) | |
| (1,408,166 | ) |
| |
| | | |
| | |
Cash Flows From Investing Activities: | |
| | | |
| | |
Cash deposited into Trust Account | |
| (3,948,367 | ) | |
| - | |
Cash withdrawn fom Trust Account for redemptions | |
| 58,279,780 | | |
| - | |
Net Cash Provided By Investing Activities: | |
| 54,331,413 | | |
| - | |
| |
| | | |
| | |
Cash Flows From Financing Activities: | |
| | | |
| | |
Payments made in relation to redemption of Class A common stock | |
| (58,279,780 | ) | |
| - | |
Repayment of advances from related parties | |
| (99,722 | ) | |
| - | |
Proceeds from convertible promissory notes – related party | |
| 4,398,367 | | |
| 300,000 | |
Payment of offering costs | |
| (15,000 | ) | |
| (411,331 | ) |
Net Cash Used In Financing Activities | |
| (53,996,135 | ) | |
| (111,331 | ) |
| |
| | | |
| | |
Net change in cash | |
| 15,767 | | |
| (1,519,497 | ) |
Cash at beginning of period | |
| 109,595 | | |
| 1,675,601 | |
Cash at end of period | |
$ | 125,362 | | |
$ | 156,104 | |
| |
| | | |
| | |
Supplemental disclosure of non-cash financing activities: | |
| | | |
| | |
Current period accretion to redemption value | |
| 14,430,164 | | |
| 1,843,236 | |
The
accompanying notes are an integral part of these condensed unaudited financial statements.
RIGEL
RESOURCE ACQUISITION CORP
NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
NOTE
1. |
DESCRIPTION
OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN |
Rigel
Resource Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on April 6, 2021. The Company
was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular
industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company
and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
All
activity for the period from April 6, 2021 (inception) through September 30, 2023 relates to the Company’s formation,
the initial public offering (“Initial Public Offering”), which is described below, and the search for a target company.
The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.
The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public
Offering. The Company has selected December 31 as its fiscal year end.
On
November 9, 2021, the Company consummated the Initial Public Offering of 27,500,000 units (“Units” and, with respect
to the ordinary shares included in the Units which were offered, the “Public Shares”), generating gross proceeds of
$275,000,000, which is described in Note 3.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”)
of an aggregate of 14,000,000 warrants (the “Private Placement Warrants”) - 11,300,000 to Rigel Resource Acquisition
Holding LLC (the “Sponsor”), 100,000 to Nathanael Abebe, 35,000 to Christine Coignard, 25,000 to Kelvin Dushnisky,
200,000 to L. Peter O’Hagan and 2,340,000 to Orion Mine Finance GP III LP (“Orion GP”) - at a purchase price
of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $14,000,000, which is described
in Note 4.
On
November 9, 2021, the underwriter purchased an additional 2,500,000 Units pursuant to a partial exercise of the over-allotment
option. The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $25,000,000.
Since the underwriter did not exercise the remainder of the over-allotment option, the Sponsor forfeited 406,250 Founder Shares
upon the expiration of the over-allotment option in December 2021.
As
of November 9, 2021, transaction costs amounted to $17,585,547 consisting of $6,000,000 of underwriting fees in cash, $10,500,000
of deferred underwriting fees payable (which are held in a trust account with Continental Stock Transfer & Trust Company acting
as trustee (the “Trust Account”)) and $1,085,547 of costs related to the Initial Public Offering. Cash of $125,362
was held outside of the Trust Account on September 30, 2023 and was available for working capital purposes. As described in
Note 6, the $10,500,000 deferred underwriting fees are contingent upon the consummation of the Business Combination by August 9,
2024.
Following
the closing of the Initial Public Offering on November 9, 2021, an amount of $306,000,000 ($10.20 per Unit) from the net proceeds
of the sale of the Units in the Initial Public Offering and the Private Placement was placed in 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 185 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. On May 8, 2023, the Sponsor deposited an aggregate of $3,000,000 into the Company’s
trust account for the Company’s public shareholders, representing $0.10 per public share, which enabled the Company to extend
the period of time it has to consummate its initial business combination by three months, from May 9, 2023 to August 9,
2023.
In
connection with the Company’s extraordinary general meeting held on August 7, 2023 (the “Special Meeting”),
the Company’s shareholders approved a special resolution to amend the Company’s amended and restated memorandum and
articles of association (the “Charter”) to extend the date by which the Company must either consummate an initial Business
Combination or (i) cease its operations, except for the purpose of winding up if it fails to complete an initial Business Combination
and (ii) redeem all of the Class A ordinary shares (the “Public Shares”) included as part of the units sold in the
Company’s initial public offering, from August 9, 2023 to August 9, 2024 (the “Extension Amendment”).
In connection with the Extension Amendment, the holders of 5,429,967 Class A Ordinary Shares properly exercised their right to
redeem their shares for cash at a redemption price of approximately $10.73 per share, for an aggregate redemption amount of approximately
$58,279,780, leaving approximately $263,710,000 in the Company’s trust account.
Pursuant
to the Convertible Promissory Note dated as of August 9, 2023 (the “Second Extension Loan”), the Sponsor has agreed
that it will contribute to the Company as a loan (each loan being referred to herein as a “Contribution”) the lesser
of (A) $0.03 for each Public Share (as defined below) that was not redeemed in connection with the Special Meeting (as defined
below) and (B) $350,000, for each month (or a pro rata portion thereof if less than a month) until the earlier of (i) the date
of the extraordinary general meeting held in connection with the shareholder vote to approve an initial Business Combination and
(ii) August 9, 2024. The maximum aggregate amount of all Contributions will not exceed $4,200,000, and the Contributions will
be deposited into the Company’s trust account. Up to $1,500,000 of the Contributions can be settled in whole warrants to
purchase Class A Ordinary Shares of the Company at a conversion price equal to $1.00 per warrant. The Contributions will not bear
any interest and will be repayable by the Company to the Sponsor upon the earlier of the date by which the Company must complete
an initial Business Combination and the consummation of the Company’s initial Business Combination. The Company’s board
of directors will have the sole discretion whether to continue extending until August 9, 2024, and if the Company’s
board of directors determines not to continue extending for additional months, the Sponsor’s obligation to make additional
Contributions will terminate. If this occurs, the Company would wind up the Company’s affairs and redeem 100% of the outstanding
Public Shares in accordance with the procedures set forth in the Charter (as defined below). The maturity date of the Second Extension
Loan may be accelerated upon the occurrence of an Event of Default (as defined therein). Any outstanding principal under the Second
Extension Loan may be prepaid at any time by the Company, at its election and without penalty. On August 9, 2023, August 31, 2023 and September 29, 2023, the Sponsor made contributions of approximately $248,387, $350,000 and $350,000, respectively, to the Trust Account under the Second Extension Loan. See Note 5 for more information.
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public
Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied
generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business
Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses
or assets with a fair market value equal to at least 80% of the value of the net assets held in the Trust Account (as defined above)
(excluding the deferred underwriting commissions). The Company will only complete a Business Combination if the post transaction
company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest
in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act
of 1940, as amended.
The
Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity
to redeem all or a portion of their Public Shares either (i) in connection with a general meeting called to approve the Business
Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company
will seek shareholder approval for a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders
will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.20
per Public Share, and such amount will be increased in the case of extensions of the Company’s time to consummate our initial
Business Combination, as described herein, plus any pro rata interest then in the Trust Account). There will be no redemption rights
upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption
will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in
accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”
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 Initial
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.
Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective
of whether they vote for or against the proposed transaction.
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, 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
holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to any Founder Shares and Public Shares
held by them 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.
If
the Company has not completed a Business Combination by August 9, 2024 (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 ten
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 (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
holders of the Founder Shares have agreed to waive the rights to liquidating distributions from the Trust Account with respect
to the Founder Shares they 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 has agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in
the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will
be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.
In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will
be less than the Initial Public Offering price per Unit ($10.20, or higher in case extensions of the time period to complete the
Company’s initial Business Combination have been effectuated).
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) $10.20 per Public Share following
the closing of the Initial Public Offering, $10.30 per public share after 18 months from the closing of the Initial Public Offering,
or $10.40 per public share after 21 months from the closing of the Initial Public Offering, as applicable; 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 $10.20 per Public
Share, due to reductions in the value of trust assets. 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 Initial 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.
Going
Concern Considerations
The
Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, the Company
currently has less than 12 months from the date these financial statements were issued to complete a Business Combination transaction.
If the Company is unsuccessful in consummating an initial Business Combination by August 9, 2024, per the mandatory liquidation
requirement, the Company must cease all operations, redeem the Public Shares and thereafter liquidate and dissolve. 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,” the
Company does not have adequate liquidity to sustain operations. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued.
There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful
or successful within the Combination Period. The financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Risks
and Uncertainties
Management
is currently evaluating the impact of the COVID-19 pandemic and other events (such as the invasion by Russia of Ukraine and any
further escalation of hostilities related thereto, terrorist attacks, natural disasters or a significant outbreak of other infectious
diseases), on the industry and has concluded that while it is reasonably possible that the virus and other events 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.
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 (“US GAAP”) and pursuant to the rules and regulations of the SEC.
Certain
information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed.
As such, the information included in these financial statements should be read in conjunction with the Company’s Annual Report
on Form 10-K, as filed with the SEC on March 27, 2023. In the opinion of the Company’s management, these condensed financial
statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s
financial position as of September 30, 2023 and the Company’s results of operations and cash flows for the periods presented.
The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results
to be expected for the full year ending December 31, 2023.
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 the financial statements in conformity with US GAAP requires the Company’s management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of 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. The Company’s significant
estimates and assumptions include the fair value of the related party convertible notes and the change in fair value of the derivative
liabilities. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates.
Although the Company believes that its estimates and assumptions are reasonable, they are based upon information available at the
time the estimates and assumptions were made. Actual results could differ from those estimates.
Investments
held in Trust Account
At
September 30, 2023 and December 31, 2022, the Company had approximately $266.6 million and $310.5 million in treasury
securities held in the Trust Account, respectively. The Company’s portfolio of investments held in the Trust Account are
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 selected by
the Company meeting the conditions of Rule 2a-7 of the Investment Company Act.
Class
A ordinary shares subject to possible redemption
The
Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing
Liabilities from Equity”. Ordinary shares subject to mandatory redemption are classified as a liability instrument and
are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights
that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within
the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’
equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered by the Company to be
outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30,
2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption in the amount of approximately $266,600,000
and $310,500,000 are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance
sheets, respectively.
The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of
Class A ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the
Initial Public Offering, the Company recognized a remeasurement adjustment from initial book value to redemption amount value.
The change in the carrying value of the redeemable Class A ordinary shares resulted in charges against additional paid-in capital
and accumulated deficit.
Business
Combination Period Extension
In
connection with the Company’s extraordinary general meeting held on August 7, 2023 (the “Special Meeting”),
the Company’s shareholders approved: (1) a special resolution to amend the Company’s amended and restated memorandum
and articles of association (the “Charter”) to extend the date by which the Company must either consummate an initial
Business Combination or (i) cease its operations, except for the purpose of winding up if it fails to complete an initial Business
Combination and (ii) redeem all of the Class A ordinary shares (the “Public Shares”) included as part of the units
sold in the Company’s initial public offering, from August 9, 2023 to August 9, 2024 (the “Extension Amendment”);
and (2) a special resolution to amend the Charter to eliminate from the Charter the limitation that the Company may not redeem
Public Shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions (the
“Redemption Limitation”) in order to allow the Company to redeem Public Shares irrespective of whether such redemption
would exceed the Redemption Limitation (the “Redemption Limitation Amendment” and, together with the Extension Amendment,
the “Charter Amendments”).
The
Charter Amendments became effective on August 8, 2023.
Redemption
of Class A Ordinary Shares
In
connection with the vote to approve the Charter Amendments, the holders of 5,429,967 Class A ordinary shares properly exercised
their right to redeem their shares for cash at a redemption price of approximately $10.73 per share, for an aggregate redemption
amount of approximately $58,279,780, leaving approximately $263,710,000 in the Trust Account.
Net
(loss) income per share
Net
(loss) income per share is computed by dividing net income by the weighted average number of ordinary shares during the period.
The Company applies the two-class method in calculating earnings per share. Earnings are shared pro rata between the two classes
of shares. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection
with the (i) Initial Public Offering, (ii) Private Placement and (iii) embedded conversion feature of the related party convertible
promissory notes, since the strike prices of these instruments are out of the money. As a result, diluted earnings per ordinary
share is the same as basic earnings per ordinary share for the periods presented. The warrants are exercisable to purchase 15,000,000
Class A ordinary shares in the aggregate.
The
following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share
amounts):
Scheduled of basic and diluted net loss per share | |
| | | |
| | |
| |
Three months Ended September 30, 2023 | | |
Three months Ended September 30, 2022 | |
Class A ordinary shares | |
| | | |
| | |
Numerator; Loss allocable to Class A ordinary shares | |
$ | (161,811 | ) | |
$ | (1,600,746 | ) |
Denominator: | |
| | | |
| | |
Basic and diluted weighted average shares outstanding | |
| 27,016,502 | | |
| 30,000,000 | |
Basic and diluted net loss per ordinary share | |
$ | (0.01 | ) | |
$ | (0.05 | ) |
| |
| | | |
| | |
Class B ordinary shares | |
| | | |
| | |
Numerator: Loss allocable to Class B ordinary shares | |
$ | (44,920 | ) | |
$ | (400,186 | ) |
Denominator: | |
| | | |
| | |
Basic and diluted weighted average shares outstanding | |
| 7,500,000 | | |
| 7,500,000 | |
Basic and diluted net loss per share, Class B ordinary share | |
$ | (0.01 | ) | |
$ | (0.05 | ) |
| |
Nine months Ended September 30, 2023 | | |
Nine months Ended September 30, 2022 | |
Class A ordinary shares | |
| | | |
| | |
Numerator; Income allocable to Class A ordinary shares | |
$ | 3,463,594 | | |
$ | 6,907,583 | |
Denominator: | |
| | | |
| | |
Basic and diluted weighted average shares outstanding | |
| 29,005,501 | | |
| 30,000,000 | |
Basic and diluted net income per ordinary share | |
$ | 0.12 | | |
$ | 0.23 | |
| |
| | | |
| | |
Class B ordinary shares | |
| | | |
| | |
Numerator: Income allocable to Class B ordinary shares | |
$ | 895,587 | | |
$ | 1,726,896 | |
Denominator: | |
| | | |
| | |
Basic and diluted weighted average shares outstanding | |
| 7,500,000 | | |
| 7,500,000 | |
Basic and diluted net income per share, Class B ordinary share | |
$ | 0.12 | | |
$ | 0.23 | |
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution
which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts
and management believes the Company is not exposed to significant risks on such accounts.
Income
Taxes
The
Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.”
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between
the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to
reduce deferred tax assets to the amount expected to be realized.
ASC
740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely
than not to be sustained upon examination by taxing authorities. 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 as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under
review that could result in significant payments, accruals or material deviation from its position.
There
is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations,
income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.
Convertible
Promissory Notes
The
Company accounts for their convertible promissory notes under ASC 815, “Derivatives and Hedging” (“ASC
815”). Under ASC 815-15-25, the election can be at the inception of a financial instrument to account for the instrument
under the fair value option under ASC 825. The Company has made such election for their convertible promissory notes. Using the
fair value option, the convertible promissory notes are required to be recorded at its initial fair value on the date of issuance,
and each balance sheet date thereafter. Changes in the estimated fair value of the notes are recognized as a non-cash gain or loss
on the statements of operations.
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.” The Company’s derivative
instruments are recorded at fair value as of the closing date of the Initial Public Offering (November 9, 2021) and re-valued
at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities
are classified on 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 has determined the public warrants, the Private
Placement Warrants and the Forward Purchase Agreement are derivative instruments. As the public warrants, the Private Placement
Warrants and the Forward Purchase Agreement meet the definition of a derivative, the public warrants, the Private Placement Warrants
and Forward Purchase Agreement are measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair
Value Measurement, with changes in fair value recognized in the statements of operations in the period of change.
Warrant
Instruments
The
Company accounts for the public warrants, the Private Placement Warrants and the Forward Purchase Agreement issued in connection with
the Initial Public Offering and the Private Placement in accordance with the guidance contained in ASC 815, “Derivatives and
Hedging” whereby under that provision, the public warrants, the Private Placement Warrants and the Forward Purchase Agreement
do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instruments
and the forward purchase as liabilities at fair value and adjust the instrument to fair value at each reporting period. These liabilities
will be re-measured at each balance sheet date until the public warrants, the Private Placement Warrants and the Forward Purchase Agreement
are exercised or expire, and any change in fair value will be recognized in the Company’s statements of operations. The fair value
of the public warrants and the Private Placement Warrants were estimated at issuance using the Monte Carlo simulation model and the modified
Black-Scholes model, respectively. The Forward Purchase Agreement was valued using a valuation model that factors in certain assumptions
such as the probability of Business Combination, risk free rate and expected period until Business Combination. The valuation models
utilize inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification
is also subject to re-evaluation at each reporting period. The Public and Private Warrants will be valued at each reporting period using
the publicly available price for the Warrant.
Fair
Value Measurements
Fair
value is defined as the price that would be received for sale of an asset or paid to transfer a liability, in an orderly transaction
between market participants at the measurement date. US 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 (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. |
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 balance sheets, primarily due to their short-term
nature, except for the convertible promissory notes, warrant liabilities and the Forward Purchase Agreement (see Note 9).
Recent
Accounting Standards
Management
does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material
effect on the Company’s financial statements.
NOTE
3. |
INITIAL
PUBLIC OFFERING |
Pursuant
to the Initial Public Offering, the Company sold 30,000,000 Units (27,500,000 Units plus 2,500,000 over-allotment Units) at a purchase
price of $10.00 per Unit generating gross proceeds to the Company in the amount of $300,000,000. Each Unit consists of one share
of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), and one-half
of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each whole Warrant entitling the holder
thereof to purchase one whole share of Class A Ordinary Shares at a price of $11.50 per share, subject to adjustment.
NOTE
4. |
PRIVATE
PLACEMENT |
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the Private Placement of an aggregate of 14,000,000 Private
Placement Warrants - 11,300,000 to the Sponsor, 100,000 to Nathanael Abebe, 35,000 to Christine Coignard, 25,000 to Kelvin Dushnisky,
200,000 to L. Peter O’Hagan and 2,340,000 to Orion GP - at a purchase price of $1.00 per Private Placement Warrant, generating
gross proceeds to the Company in the amount of $14,000,000.
A
portion of the proceeds from the Private Placement Units was 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 Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the
requirements of applicable law) and the Private Placement Units will be worthless.
The
Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not
be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.
NOTE
5. |
RELATED
PARTY TRANSACTIONS |
Founder
Shares
On
May 6, 2021, the Sponsor received of the Company’s Class B ordinary shares (the “Founder Shares”)
in exchange for cash of $. On November 4, 2021, the board of directors of the Company authorized a share dividend of
Founder Shares, resulting in the shareholders of the Founder Shares holding an aggregate of Founder Shares. All
shares and associated amounts have been retroactively restated to reflect the share dividend. The Founder Shares included an aggregate
of up to 1,031,250 shares subject to forfeiture to the extent that the underwriter’s over-allotment was not exercised in
full, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued
and outstanding ordinary shares after the Initial Public Offering. The underwriter exercised a portion of the over-allotment option
in connection with the initial closing of the Initial Public Offering on November 9, 2021; as a result of the expiration of
the over-allotment option, the Sponsor forfeited 406,250 Founder Shares pursuant to the terms of the underwriting agreement. As
of September 30, 2023 and December 31, 2022, there were 7,500,000 Founders shares outstanding.
On
July 13, 2021, our sponsor transferred 35,000 Founder Shares to each of an entity owned by Christine Coignard, Kelvin Dushnisky,
L. Peter O’Hagan, and Timothy Keating, our independent directors. On that date, our sponsor also transferred 135,000 Founder
Shares to Nathanael Abebe, our President, at their original per-share purchase price. On October 16, 2021, our sponsor transferred
100,000 Founder Shares to L. Peter O’Hagan, 17,500 Founder Shares to an entity owned by Christine Coignard and 12,500 Founder
Shares to Kelvin Dushnisky, at their original per-share purchase price. On that date, our sponsor also transferred 20,000 Founder
Shares to Nathanael Abebe, at their original per-share purchase price. These Founder Shares were not subject to forfeiture.
The
holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares
until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination,
(x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits,
share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period
commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger,
capital share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange
their shares of ordinary shares for cash, securities or other property.
Advances
from Related Parties
The
Sponsor paid certain formation and operating costs on behalf of the Company. These advances were due on demand and are non-interest
bearing. During the year ended December 31, 2022, related parties paid $ of operating costs on behalf of the Company.
As of September 30, 2023 and December 31, 2022, the amount due to the related parties was $ and $, respectively.
General
and Administrative Services
Commencing
on the date the Units are first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $10,000 per month for office
space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s
liquidation, the Company will cease paying these monthly fees. The Company recorded $30,000 and $90,000 of administrative fees during
each of the three and nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023 and December 31,
2022, $227,500 and $137,500, respectively, was outstanding and is included in accounts payable and accrued expenses on the accompanying
condensed balance sheets.
Related
Party Loans
In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working
Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion
of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted
upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would 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.
On
May 18, 2022, the Company entered into a Working Capital Loan with the Sponsor. On May 20, 2022, the Sponsor advanced
$300,000 to the Company under the Working Capital Loan. On February 21, 2023, the Company drew down additional $250,000 on
the Working Capital Loans. On September 29, 2023, the Company drew down additional $200,000 on the Working Capital Loans.
As
of September 30, 2023 and December 31, 2022, there was $750,000 and $300,000 outstanding under the Working Capital Loans,
respectively, and is included in convertible promissory notes - related party on the accompanying condensed balance sheets.
Promissory
Notes
Pursuant
to the convertible promissory note dated as of May 8, 2023 (the “First Extension Loan”), the Sponsor advanced
$3,000,000 in connection with the extension of the period of time the Company has to consummate its initial Business Combination
from May 9, 2023 to August 9, 2023. Up to $3,000,000 of the loans under the First Extension Loan can be settled in whole
warrants to purchase Class A ordinary shares at a conversion price equal to $1.00 per warrant upon maturity or prepayment of the
First Extension Loan. The loans under the First Extension Loan will not bear any interest and will be repayable by the Company
to the Sponsor upon the earlier of the date by which the Company must complete an initial Business Combination and the consummation
of the Company’s initial Business Combination. The maturity date of the First Extension Loan may be accelerated upon the
occurrence of an Event of Default (as defined therein). Any outstanding principal under the First Extension Loan may be prepaid
at any time by the Company, at its election and without penalty.
Pursuant
to the convertible promissory note dated as of August 9, 2023 (the “Second Extension Loan”), the Sponsor has agreed
that it will contribute to the Company as a loan (each loan being referred to herein as a “Contribution”) the lesser
of (A) $0.03 for each Public Share that was not redeemed in connection with the Special Meeting and (B) $350,000, for each month
(or a pro rata portion thereof if less than a month) until the earlier of (i) the date of the extraordinary general meeting held
in connection with the shareholder vote to approve an initial Business Combination and (ii) August 9, 2024. The maximum aggregate
amount of all Contributions will not exceed $4,200,000, and the Contributions will be deposited into the Trust Account. Up to $1,500,000
of the Contributions can be settled in whole warrants to purchase Class A ordinary shares of the Company at a conversion price
equal to $1.00 per warrant. The Contributions will not bear any interest and will be repayable by the Company to the Sponsor upon
the earlier of the date by which the Company must complete an initial Business Combination and the consummation of the Company’s
initial Business Combination. The Company’s board of directors will have the sole discretion whether to continue extending
until August 9, 2024, and if the Company’s board of directors determines not to continue extending for additional months,
the Sponsor’s obligation to make additional Contributions will terminate. If this occurs, the Company would wind up the Company’s
affairs and redeem 100% of the outstanding Public Shares in accordance with the procedures set forth in the Charter. The maturity
date of the Second Extension Loan may be accelerated upon the occurrence of an Event of Default (as defined therein). Any outstanding
principal under the Second Extension Loan may be prepaid at any time by the Company, at its election and without penalty.
On
August 9, 2023, August 31, 2023 and September 29, 2023, the Sponsor made contributions of approximately $, $ and
$, respectively, to the Trust Account under the Second Extension Loan. As of September 30, 2023 and December 31,
2022, there was $948,387 and $0 outstanding under the Second Extension Loan, respectively, and is included in convertible promissory
notes - related party on the accompanying condensed balance sheets.
Fair
Values
Management
has elected the fair value option for the notes and the notes are measured at fair value at issuance and at each reporting date.
At September 30, 2023, the fair value of the notes were $3,627,816, which resulted in a change in fair value of the note of
$807,373 for the nine months ended September 30, 2023, of which $72,097 is reflected on the condensed statements of operations
and $934,774, which is the proceeds in excess of fair value, is reflected on the condensed statements of changes in shareholders’
deficit.
NOTE
6. |
COMMITMENTS
AND CONTINGENCIES |
Registration
Rights
The
holders of the Founder Shares, Private Placement Units and warrants that may be issued upon conversion of Working Capital Loans
and First Extension Loan (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued
upon conversion of the Working Capital Loans and, First Extension Loan and the Second Extension Loan, and upon conversion of the
Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on
the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of
the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make
up to three demands, excluding short form registration 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 completion
of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under
the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit
any registration or cause any registration statement to become effective until the securities covered thereby are released from
their lock-up restrictions. 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 from the date of the Initial Public Offering to purchase up to 4,125,000 additional
Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.
The
underwriter was entitled to a cash underwriting discount of $0.20 per Unit, or $6,000,000 which was paid upon the closing of the
Initial Public Offering. In addition, the underwriter will be entitled to a deferred fee of $0.35 per Unit, or $10,500,000. 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.
On
November 9, 2021, the underwriter purchased an additional 2,500,000 Option Units pursuant to the partial exercise of the over-allotment
option. The Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company
of $25,000,000. Upon expiration of the option in December 2021, 1,625,000 Class A shares eligible for purchase on the over-allotment
option expired and the Sponsor forfeited 406,250 Founder Shares pursuant to the terms of the underwriting agreement.
Forward
Purchase Agreement
The
Company entered into a forward purchase agreement on November 4, 2021, (a “Forward Purchase Agreement”) with an
affiliate of the Sponsor, Orion Mine Finance Fund III LP (“Orion Mine Finance”), which, subject to the approval of
Orion Mine Finance’s investment committee as well as customary closing conditions, will provide for the purchase of up to
5,000,000 units, with each unit consisting of one Class A ordinary share (the “forward purchase shares”) and one-half
of one redeemable warrant (the “forward purchase warrants”) to purchase one Class A ordinary share, at $11.50 per share,
subject to adjustment, for a purchase price of $10.00 per unit, in a private placement to occur in connection with the closing
of a Business Combination.
The
forward purchase warrants will entitle the holder thereof to purchase one Class A ordinary share at $11.50 per share and will have
the same terms as the Private Placement Warrants so long as they are held by the affiliate of our sponsor or its permitted transferees,
and the forward purchase shares will be identical to the Class A ordinary shares included in the Units which were sold in the Initial
Public Offering, except the forward purchase shares will be subject to transfer restrictions and certain registration rights.
Orion
Mine Finance’s commitment to purchase securities pursuant to the Forward Purchase Agreement is intended to provide the Company
with a minimum funding level for a Business Combination. The proceeds from the sale of the forward purchase securities may be used as
part of the consideration to the sellers in a Business Combination, expenses in connection with a Business Combination or for working
capital in the post-transaction company.
The
Company classifies the Forward Purchase Agreement as a liability upon execution of the agreement, in accordance with the guidance
contained in ASC 815-40, at its fair value and will allocate a portion of the proceeds from the issuance of the Units equal to
its fair value determined by the modified Black Scholes model. This liability is subject to re-measurement at each balance sheet
date. With each such re-measurement, the liability will be adjusted to fair value, with the change in fair value recognized in
the Company’s statements of operations. Upon issuance of the Forward Purchase Agreement, the Company recorded a derivative
liability of $453,701. As of September 30, 2023 and December 31, 2022, the fair value of the Forward Purchase Agreement
was $5,338,558 and $2,045,845, respectively, which is included in derivative liabilities on the balance sheets. The Company will
reassess the classification at each balance sheet date. If the classification changes as a result of events during the period,
the Forward Purchase Agreement will be reclassified as of the date of the event that causes the reclassification.
During
the three and nine months ended September 30, 2023, the Company recorded loss of $3,390,376 and $5,177,713 and $981,288 and
$1,035,001, during the three and nine months ended September 30, 2022, respectively, for the change in fair value which is
included in change in fair value of derivative liabilities on the accompanying statements of operations.
Vendor
Agreements
As
of September 30, 2023 and December 31, 2022, the Company had incurred legal fees related to the Initial Public Offering
and general corporate services of approximately $807,470 and $584,300, respectively. Approximately $378,300 of these fees will
only become due and payable upon the consummation of a Business Combination. The outstanding balance of the legal fees is in accrued
offering costs of approximately $378,300 and accounts payable and accrued expenses of approximately $429,100 on the accompanying
balance sheets.
NOTE
7. |
SHAREHOLDERS’
DEFICIT |
Preferred
Shares - The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share. As of September 30,
2023 and December 31, 2022, there were no preference shares issued or outstanding.
Class
A Ordinary Shares - The Company is authorized to issue 500,000,000 of Class A ordinary shares with a par value of $0.0001 per share.
Holders of Class A ordinary shares are entitled to one vote for each share. As of September 30, 2023 and December 31,
2022, there were 24,570,033 and 30,000,000 shares of Class A ordinary shares issued and outstanding and classified in temporary
equity on the balance sheets, respectively.
Class
B Ordinary Shares - The Company is authorized to issue 50,000,000 of Class B ordinary shares with a par value of $0.0001 per share.
Holders of Class B ordinary shares are entitled to one vote for each share. As of September 30, 2023 and December 31,
2022, there were 7,500,000 Class B ordinary shares issued and outstanding.
Only
holders of the Class B ordinary shares will have the right to vote on the appointment of directors prior to the Business Combination.
Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted
to a vote of our shareholders except as otherwise required by law. In connection with our initial Business Combination, we may
enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for
voting or other corporate governance arrangements that differ from those in effect upon completion of the Initial Public Offering.
The
Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at
the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked
securities, are issued or deemed issued in excess of the amounts issued in the Initial Public 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 then-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 Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a
Business Combination (net of the number of Class A ordinary shares redeemed in connection with a Business Combination), excluding any
shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination.
Public
Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units
and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion
of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five
years after the completion of a Business Combination or earlier upon redemption or liquidation.
The
Company will not be obligated to deliver any Class A ordinary share pursuant to the exercise of a warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary
shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares
is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration
is available. 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 residence 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 20 business days after the closing of a Business Combination,
the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination
to have declared effective, a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise
of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are
redeemed. Notwithstanding the above, if the Class A ordinary share is at the time of any exercise of a warrant not listed on a
national securities exchange such that it satisfies the definition of a “covered security” under 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, the Company will not be required to file or maintain in effect a registration statement, but 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.
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 Public Warrants:
|
● |
in
whole and not in part; |
|
● |
at
a price of $0.01 per Public Warrant; |
|
● |
upon
a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and |
|
● |
if,
and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted
for share sub-divisions, share dividends, reorganization, recapitalizations and the like) for any 10 trading days within
a 20-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption
to warrant holders. |
If
and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register
or qualify the underlying securities for sale under all applicable state securities laws.
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 provided that the holder will be able to exercise their warrants on cashless basis prior to
redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary
shares; |
|
● |
upon
a minimum of 30 days’ prior written notice of redemption; |
|
● |
if,
and only if, the last reported sale price of the Class A ordinary share equals or exceeds $10.00 per share (as adjusted for
share sub-divisions, share dividends, reorganization, recapitalizations and the like) for any 10 trading days within a 20-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant
holders; and |
|
● |
if,
and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of Class
A ordinary shares) as the outstanding public warrants, as described above. |
If
the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder
that wishes 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 share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.
However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below
its exercise price. 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive
any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly,
the Public Warrants may expire worthless.
The
Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering,
except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement
Warrants will not be transferable, assignable or saleable 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 be non-redeemable,
except as described above, 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.
The
Company accounts for the 29,000,000 warrants issued in connection with the Initial Public Offering (including 15,000,000 Public Warrants
and 14,000,000 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 liability. The Private Placement
Warrants do not meet the criteria for equity treatment under ASC 815-40 because the Private Warrants include a provision that provides
for potential changes to the settlement amounts dependent upon the characteristics of the holder of the Private Placement Warrant and
the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. The Public Warrants do not
meet the criteria for equity treatment under ASC 815-40 because the Public Warrants include a tender provision that would entitle all
of the Public Warrant holders to cash while less than all of the shareholders are entitled to cash. Upon issuance of the derivative Warrants,
the Company recorded a liability of $37,584,000 on the balance sheet.
NOTE
9. |
FAIR
VALUE MEASUREMENTS |
The
Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value
at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.
The
fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company
would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an
orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets
and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and
to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).
The
following table presents information about the Company’s assets and liabilities that are measured at fair value at September 30,
2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine
such fair value:
Schedule of Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value on a Recurring basis | |
| | |
| | | |
| | |
Description | |
Level | | |
September 30, 2023 | | |
December 31, 2022 | |
Assets: | |
| | |
| | | |
| | |
Marketable securities held in the Trust Account | |
1 | | |
$ | 266,639,182 | | |
$ | 310,488,798 | |
| |
| | |
| | | |
| | |
Liabilities: | |
| | |
| | | |
| | |
Convertible promissory notes - related party | |
3 | | |
$ | 3,627,816 | | |
$ | 236,300 | |
| |
| | |
| | | |
| | |
Warrant liability - Private Placement Warrants | |
2 | | |
| 2,310,000 | | |
| 1,400,000 | |
Warrant liability - Public Warrants | |
1 | | |
| 2,475,000 | | |
| 1,500,000 | |
Forward Purchase Agreement | |
3 | | |
| 5,338,558 | | |
| 2,045,845 | |
Total Derivative liabilities | |
| | |
$ | 10,123,558 | | |
$ | 4,945,845 | |
The
Convertible promissory notes - related party, the Public Warrants, the Private Placement Warrants and the Forward Purchase Agreement
were accounted for as liabilities in accordance with ASC 815-40 and are presented within convertible promissory notes and derivative
liabilities on the balance sheets. The convertible notes are measured at fair value at inception and on a recurring basis, with
changes in fair value presented within change in fair value of convertible notes in the statements of operations. The warrant liabilities
and Forward Purchase Agreement are measured at fair value at inception and on a recurring basis, with changes in fair value presented
within change in fair value of derivative liabilities in the statements of operations.
Upon
initial issuance and September 30, 2023, the Company used a modified Black Scholes model to value the Convertible Notes. As
of September 30, 2023 and December 31, 2022, the Convertible Notes were classified as Level 3 on the Fair Value Hierarchy.
Upon
initial issuance, the Public Warrants and the Private Placement Warrants used the Monte Carlo simulation model and the modified Black-Scholes
model, respectively The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A ordinary
share and one-half of one Public Warrant), (ii) the sale of Private Warrants, and (iii) the issuance of Class B ordinary shares, first
to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary
shares subject to possible redemption (temporary equity) and Class B ordinary shares (permanent equity) based on their relative fair
values at the initial measurement date. As of September 30, 2023 and December 31, 2022, the Public and Private Warrants were
valued using the publicly available price for the Warrant and are classified as Level 1 and Level 2, respectively, on the Fair Value
Hierarchy.
The
Forward Purchase Agreement was valued using a valuation method which considers the reconstructed unit price (the total fair value
of ordinary shares and half the Private Warrant value) and multiple assumptions such as risk-free rate and time to Initial Business
Combination. As of September 30, 2023 and December 31, 2022, the Forward Purchase Agreement was classified within Level
3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs.
The
table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and
liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended
September 30, 2023 and 2022:
Schedule of financial assets and liabilities measured at fair value on a recurring basis | |
| | |
| |
Fair Value Measurement Using Level 3 Inputs Total | |
Balance, Fair value at December 31, 2022 | |
$ | 2,282,145 | |
Issuance of convertible promissory note - related party | |
| 250,000 | |
Proceeds in excess of fair value | |
| (53,009 | ) |
Change in fair value of convertible promissory note - related party | |
| 1,168 | |
Change in fair value of forward purchase agreement | |
| 732,512 | |
Balance, March 31, 2023 | |
| 3,212,816 | |
Issuance of convertible promissory note - related party | |
| 3,000,000 | |
Proceeds in excess of fair value | |
| (639,640 | ) |
Change in fair value of convertible promissory note - related party | |
| 25,624 | |
Change in fair value of forward purchase agreement | |
| 935,925 | |
Balance, June 30, 2023 | |
| 6,534,725 | |
Issuance of convertible promissory notes - related party | |
| 1,148,387 | |
Proceeds in excess of fair value | |
| (242,125 | ) |
Change in fair value of convertible promissory notes - related party | |
| (98,889 | ) |
Change in fair value of forward purchase agreement | |
| 1,624,276 | |
Balance, September 30, 2023 | |
$ | 8,966,374 | |
| |
| | |
| |
Fair Value Measurement Using Level 3 Inputs Total | |
Balance, Fair value at December 31, 2021 | |
$ | 670,221 | |
Change in fair value of forward purchase agreement | |
| 46,917 | |
Balance, March 31, 2022 | |
| 717,138 | |
Proceeds received from issuance of convertible note | |
| 300,000 | |
Change in fair value of convertible promissory note - related party | |
| (74,277 | ) |
Change in fair value of forward purchase agreement | |
| 6,796 | |
Balance, June 30, 2022 | |
| 949,657 | |
Change in fair value of convertible promissory notes - related party | |
| 9,118 | |
Change in fair value of forward purchase agreement | |
| 981,288 | |
Balance, September 30, 2022 | |
$ | 1,940,063 | |
The
key inputs into the discount model for the Convertible Promissory Notes were as follows:
Schedule of Fair Value of Assets and Liabilities Valuation Techniques and Measurement Inputs | |
| |
|
| |
September 30, 2023 | |
December 31, 2022 |
Volatility | |
169.44 -338.87% | |
9.24 - 175.59% |
Risk-free interest rate | |
5.541% | |
2.58 - 4.66% |
Expected life of convertible promissory notes | |
0.69 years | |
0.42 - 0.78 years |
Dividend yield | |
0% | |
0% |
Probability of business combination | |
80.0% | |
80.0% |
The
key inputs into the discount model for the Forward Purchase Agreement were as follows:
| |
September 30, 2023 | |
December 31, 2022 |
Risk-free interest rate | |
5.50% | |
4.66% |
Expected life of forward purchase agreement | |
0.69 years | |
0.42 years |
Dividend yield | |
0% | |
0% |
Probability of business combination | |
80.0% | |
80.0% |
The
following table provides a summary of the changes in the fair value of the Company’s financial instruments that are measured
at fair value on a recurring basis:
Schedule of changes in the fair value of the warrants measured on recurring basis | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
Convertible Promissory Notes | | |
Private Placement Warrants | | |
Public Warrants | | |
Forward Purchase Agreement | | |
Total | |
Fair value at December 31, 2022 | |
$ | 236,300 | | |
$ | 1,400,000 | | |
$ | 1,500,000 | | |
$ | 2,045,845 | | |
$ | 5,182,145 | |
Proceeds received from issuance of convertible note | |
| 250,000 | | |
| - | | |
| - | | |
| - | | |
| 250,000 | |
Proceeds in excess of fair value | |
| (53,009 | ) | |
| - | | |
| - | | |
| - | | |
| (53,009 | ) |
Change in fair value | |
| 1,168 | | |
| 448,000 | | |
| 480,000 | | |
| 732,512 | | |
| 1,661,680 | |
Fair value at March 31, 2023 | |
$ | 434,459 | | |
$ | 1,848,000 | | |
$ | 1,980,000 | | |
$ | 2,778,357 | | |
$ | 7,040,816 | |
Proceeds received from issuance of convertible note | |
| 3,000,000 | | |
| - | | |
| - | | |
| - | | |
| 3,000,000 | |
Proceeds in excess of fair value | |
| (639,640 | ) | |
| - | | |
| - | | |
| - | | |
| (639,640 | ) |
Change in fair value | |
| 25,624 | | |
| (390,600 | ) | |
| (418,500 | ) | |
| 935,925 | | |
| 152,449 | |
Fair value at June 30, 2023 | |
$ | 2,820,443 | | |
$ | 1,457,400 | | |
$ | 1,561,500 | | |
$ | 3,714,282 | | |
$ | 9,553,625 | |
Proceeds received from issuance of convertible notes | |
| 1,148,387 | | |
| | | |
| | | |
| | | |
| 1,148,387 | |
Proceeds in excess of fair value | |
| (242,125 | ) | |
| | | |
| | | |
| | | |
| (242,125 | ) |
Change in fair value | |
| (98,889 | ) | |
| 852,600 | | |
| 913,500 | | |
| 1,624,276 | | |
| 3,291,487 | |
Fair value at September 30, 2023 | |
$ | 3,627,816 | | |
$ | 2,310,000 | | |
$ | 2,475,000 | | |
$ | 5,338,558 | | |
$ | 13,751,374 | |
NOTE
10. |
SUBSEQUENT
EVENTS |
The
Company’s management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the
date financial statements were issued. Based upon this review, other than disclosed below, the Company did not identify any subsequent
events that would have required adjustment or disclosure in the condensed financial statements.
On
October 31, 2023, the Sponsor made a contribution of $ to the Trust Account under the Second Extension Loan.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References
to the “Company,” “Rigel Resource Acquisition Corp,” “our,” “us” or “we”
refer to Rigel Resource Acquisition Corp. The following discussion and analysis of the Company’s financial condition and
results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained
elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking
statements that involve risks and uncertainties.
Cautionary
Note Regarding Forward-Looking Statements
This
Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking
statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels
of activity, performance or achievements to be materially different from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements
by terminology such as “may,” “should,” “could,” “would,” “expect,”
“plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative
of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited
to, those described in our other Securities and Exchange Commission (“SEC”) filings.
Overview
We
are a blank check company, incorporated on April 6, 2021, as a Cayman Islands exempted company for the purpose of effecting
a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses
(the “Business Combination”). We intend to pursue an initial Business Combination with a target in the global mining
industry, including operators of mines and providers of ancillary services, subject to certain limitations. This may include “green”
and/or battery metals and industrial minerals mining operators, and ancillary service providers delivering innovative mineral processing
technologies, or battery material technologies. Our Sponsor is Rigel Resource Acquisition Holding LLC, a Cayman Islands limited
liability company.
Recent
Developments
Business
Combination Period Extension
As
previously disclosed, in connection with the Company’s extraordinary general meeting held on August 7, 2023 (the “Special
Meeting”), the Company’s shareholders approved: (1) a special resolution to amend the Company’s amended and restated
memorandum and articles of association (the “Charter”) to extend the date by which the Company must either consummate
an initial Business Combination or (i) cease its operations, except for the purpose of winding up if it fails to complete an initial
Business Combination and (ii) redeem all of the Class A ordinary shares (the “Public Shares”) included as part of the
units sold in the Company’s initial public offering, from August 9, 2023 to August 9, 2024 (the “Extension
Amendment”); and (2) a special resolution to amend the Charter to eliminate from the Charter the limitation that the Company
may not redeem Public Shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such
redemptions (the “Redemption Limitation”) in order to allow the Company to redeem Public Shares irrespective of whether
such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment” and, together with the
Extension Amendment, the “Charter Amendments”).
The
Charter Amendments became effective on August 8, 2023. The foregoing description of the Charter Amendments is qualified in
its entirety by reference to the Amendment to Amended and Restated Memorandum and Articles of Association, a copy of which is attached
as Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on August 10, 2023.
For
further information, please see our Current Report on Form 8-K as filed with the SEC on August 10, 2023 and Note 2 of the notes
to the condensed financial statements included in this Quarterly Report.
Redemption
of Class A Ordinary Shares
As
previously disclosed, in connection with the vote to approve the Charter Amendments, the holders of 5,429,967 Class A ordinary
shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.73 per share,
for an aggregate redemption amount of approximately $58,279,780, leaving approximately $263,710,000 in the Trust Account.
For
further information, please see our Current Report on Form 8-K as filed with the SEC on August 10, 2023 and Note 2 of the
notes to the condensed financial statements included in this Quarterly Report.
Promissory
Notes
As previously disclosed, on August 9,
2023, August 31, 2023, September 29, 2023 and October 31, 2023 the Sponsor advanced $248,387, $350,000, $350,000 and $350,000
to the Trust Account under the Second Extension Loan, respectively.
Pursuant
to the convertible promissory note dated as of August 9, 2023 (the “Second Extension Loan”), the Sponsor has agreed
that it will contribute to the Company as a loan (each loan being referred to herein as a “Contribution”) the lesser
of (A) $0.03 for each Public Share that was not redeemed in connection with the Special Meeting and (B) $350,000, for each month
(or a pro rata portion thereof if less than a month) until the earlier of (i) the date of the extraordinary general meeting held
in connection with the shareholder vote to approve an initial Business Combination and (ii) August 9, 2024. The maximum aggregate
amount of all Contributions will not exceed $4,200,000, and the Contributions will be deposited into the Trust Account. Up to $1,500,000
of the Contributions can be settled in whole warrants to purchase Class A ordinary shares of the Company at a conversion price
equal to $1.00 per warrant. The Contributions will not bear any interest and will be repayable by the Company to the Sponsor upon
the earlier of the date by which the Company must complete an initial Business Combination and the consummation of the Company’s
initial Business Combination. The Company’s board of directors will have the sole discretion whether to continue extending
until August 9, 2024, and if the Company’s board of directors determines not to continue extending for additional months,
the Sponsor’s obligation to make additional Contributions will terminate. If this occurs, the Company would wind up the Company’s
affairs and redeem 100% of the outstanding Public Shares in accordance with the procedures set forth in the Charter. The maturity
date of the Second Extension Loan may be accelerated upon the occurrence of an Event of Default (as defined therein). Any outstanding
principal under the Second Extension Loan may be prepaid at any time by the Company, at its election and without penalty.
The
foregoing description of the Extension Loans is qualified in its entirety by reference to the First Extension Loan and the Second
Extension Loan, copies of which are attached as Exhibits 10.1 and 10.2, respectively, to our Current Report on Form 8-K filed with
the SEC on August 10, 2023.
For
further information, please see our Current Report on Form 8-K as filed with the SEC on August 10, 2023 and Note 5 of the notes
to the condensed financial statements included in this Quarterly Report.
Results
of Operations
As
of September 30, 2023, we have neither engaged in any operations nor generated any revenues. Our only activities since April 6,
2021 (inception) through September 30, 2023 have been organizational activities and those necessary to prepare for the Initial
Public Offering and, after our Initial Public Offering, identifying a target company for our Business Combination. We do not expect
to generate any operating revenues until after the completion of our initial Business Combination. We will generate non-operating
income in the form of interest income on marketable securities held in the Trust Account. We are incurring expenses as a result
of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses for due diligence
on prospective Business Combination candidates.
For
the three and nine months ended September 30, 2023, we had net (loss) income of $(206,731) and $4,359,181, respectively, which
consists of a loss in fair value of the derivative liabilities of $3,390,376 and $5,177,713, respectively, a gain in fair value
of the convertible notes of $98,889 and $72,097, respectively and operating costs of $358,944 and $1,016,980, respectively, offset
by interest income on marketable securities held in the Trust Account of $3,443,700 and $10,481,777, respectively.
For
the three and nine months ended September 30, 2022, we had net (loss) income of $(617,278) and $10,477,715, respectively,
which consists of a (loss) gain in fair value of the derivative liabilities of $(1,694,688) and $9,561,599, respectively, and interest
income on marketable securities held in the Trust Account of $1,383,654 and $1,843,226, respectively, offset by operating costs
of $297,126 and $992,279, respectively.
Liquidity
and Capital Resources
On
November 9, 2021, the Company consummated the Initial Public Offering of 27,500,000 Units, generating gross proceeds of $275,000,000.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”)
of an aggregate of 14,000,000 warrants (the “Private Placement Warrants”) - 11,300,000 to Rigel Resource Acquisition
Holding LLC (the “Sponsor”), 100,000 to Nathanael Abebe, 35,000 to Christine Coignard, 25,000 to Kelvin Dushnisky,
200,000 to L. Peter O’Hagan and 2,340,000 to Orion Mine Finance GP III LP - at a purchase price of $1.00 per Private Placement
Warrant, generating gross proceeds to the Company in the amount of $14,000,000.
On
November 9, 2021, the underwriter purchased an additional 2,500,000 Units pursuant to a partial exercise of the over-allotment
option. The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $25,000,000.
The underwriter did not exercise the remainder of the over-allotment option and the Sponsor forfeited 406,250 Founder Shares upon
expiration of the over-allotment option.
As
of September 30, 2023, the Company had funds held in the Trust Account of $266,639,182. On May 8, 2023, the Sponsor deposited
an aggregate of $3,000,000 into the Trust Account in order to extend the period of time the Company has to consummate its initial
Business Combination by three months, from May 9, 2023 to August 9, 2023. On August 8, 2023, the Charter Amendments
became effective and the period of time the Company has to consummate its initial Business Combination was extended up to August 9,
2024. On August 9, 2023, August 31, 2023 and September 29, 2023, the Sponsor made contributions of $248,387, $350,000
and $350,000, respectively, to the Trust Account under the Second Extension Loan. In connection with the Charter Amendments, the
holders of 5,429,967 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price
of approximately $10.73 per share, for an aggregate redemption amount of approximately $58,279,780. On August 10, 2023, the
Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate
the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the
Trust Account in an interest bearing demand deposit account at a bank until the earlier of the consummation of the Company’s
initial Business Combination or the liquidation of the Company. Interest income on the balance in the Trust Account may be used
by the Company to pay taxes, if any and up to $100,000 of dissolution expenses.
For
the nine months ended September 30, 2023, cash used in operating activities was $319,511. Net income was $4,359,181, primarily
as a result of a gain in fair value of convertible notes of $72,097, a loss in fair value of the derivative liabilities of $5,177,173
and offset by interest income on marketable securities held in the Trust Account of $10,481,777. Changes in operating assets and
liabilities provided cash of $697,469 in operating activities.
For
the nine months ended September 30, 2023, cash provided by investing was $54,331,413, primarily as a result of cash withdrawals
from the Trust Account for redemptions of $58,279,780 and offset by the cash deposited into the Trust Account of $3,948,367.
For
the nine months ended September 30, 2023, cash used in financing activities was $53,996,135 primarily as a result of $58,279,280
cash paid for redemptions, $4,398,367 in proceeds from convertible promissory notes, repayments of related party advances of $99,722
and repayments of offering costs of $15,000.
For
the nine months ended September 30, 2022, cash used in operating activities was $1,408,166. Net income was $10,477,715, primarily
as a result of a gain in fair value of convertible note of $65,159, a gain in fair value of the derivative liabilities of $9,561,599
and interest income on marketable securities held in the trust account of $1,843,236. Changes in operating assets and liabilities
used cash of $415,887 in operating activities.
For
the nine months ended September 30, 2022, cash used in financing activities was $111,331 primarily as a result of payments of offering
costs of $411,331, partially offset by proceeds from convertible promissory notes of $300,000.
We
intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the
Trust Account (less any taxes payable and deferred underwriting commissions) to complete our initial Business Combination. We may
withdraw interest to make permitted withdrawals. To the extent that our capital shares or debt is used, in whole or in part, as
consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working
capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As
of September 30, 2023, we had cash of $125,362 held outside the Trust Account. We intend to use the funds held outside the
Trust Account primarily identify and evaluate target businesses, perform business due diligence on prospective target businesses,
travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners,
review corporate documents and material agreements of prospective target businesses and structure, negotiate and complete an initial
Business Combination.
In
order to fund working capital deficiencies or finance transaction costs in connection an initial Business Combination, our initial
shareholders or their affiliates may, but are not obligated to, loan us funds, as may be required. If we complete an initial Business
Combination, we will repay such loaned amounts. In the event that an initial Business Combination does not close, we may use a
portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account
would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants identical to the Private Placement
Warrants at a price of $1.00 per warrant at the option of the lender.
On May 18, 2022, the Company entered
into a Convertible Promissory Note (the “Working Capital Loan”) with the Sponsor. Pursuant to the Working Capital Loan, the
Sponsor has agreed to loan to the Company up to $1,500,000 to be used for working capital purposes. Up to $1,500,000 of the loans may
be settled in whole warrants to purchase Class A ordinary shares of the Company at a conversion price equal to $1.00 per warrant. The
loans will not bear any interest, and will be repayable by the Company to the Sponsor upon the earlier of the date by which the Company
must complete an initial Business Combination pursuant to its amended and restated memorandum and articles of association (as amended
from time to time) and the consummation of the Company’s initial Business Combination. On May 20, 2022, February 21,
2023, and September 29, 2023, the Sponsor advanced $300,000, $250,000, and $200,000 respectively, to the Company under the Working
Capital Loan. On May 8, 2023, the Sponsor advanced $3,000,000 to the Company under the First Extension Loan. On August 9, 2023,
August 31, 2023, September 29, 2023 and October 31, 2023, the Sponsor advanced approximately $248,387, $350,000, $350,000 and
$350,000, respectively to the Company under the Second Extension Loan.
The
Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, the Company
currently has less than 12 months from the date these financial statements were issued to complete a Business Combination transaction.
In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-15, “Disclosures
of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company does not have adequate
liquidity to sustain operations. These conditions raise substantial doubt about the Company’s ability to continue as a going
concern for a period of time within one year after the date that the financial statements are issued. There is no assurance that
the Company’s plans to raise capital or to consummate a Business Combination will be successful or successful within the
Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Off-balance
Sheet Financing Arrangements
We
have no obligations, assets or liabilities that would be considered off-balance sheet arrangements as of September 30, 2023. We
do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to
as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have
not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments
of other entities, or purchased any non-financial assets.
Contractual
Obligations
We
do not have any long-term debt, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities,
other than an agreement to pay an affiliate of our Sponsor a monthly fee of $10,000 for office space, administrative and support
services, under which we began incurring fees on November 9, 2021 and will continue to incur fees monthly for up to 24 months
until the earlier of the completion of our initial Business Combination or our liquidation.
The
underwriter is entitled to a deferred underwriting commission of $10,500,000. The deferred fee will be waived by the underwriter
in the event that we do not complete an initial Business Combination, subject to the terms of the underwriting agreement. Also,
the Company had incurred legal fees related to the Initial Public Offering and general corporate services of approximately $807,470.
Approximately $378,300 of these fees will only become due and payable upon the consummation of a Business Combination.
The
Company entered into a Forward Purchase Agreement on November, 4, 2021 with an affiliate of the Sponsor, Orion Mine Finance, which,
subject to the approval of Orion Mine Finance’s investment committee as well as customary closing conditions, will provide
for the purchase of up to 5,000,000 Units, with each unit consisting of one Class A ordinary share and one-half of one redeemable
warrant to purchase one Class A ordinary share, at $11.50 per share, subject to adjustment, for a purchase price of $10.00 per
unit, in a private placement to occur in connection with the closing of a Business Combination.
Critical
Accounting Policies and Estimates
The
preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at
the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ
from those estimates. The Company has identified the following as its critical accounting estimates and policies:
A
critical accounting estimate to our financial statements include the fair value of the related party convertible notes and the
change in fair value of the derivative liabilities.
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 (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. |
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.
Class
A ordinary shares subject to possible redemption
The
Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing
Liabilities from Equity”. Ordinary shares subject to mandatory redemption are classified as a liability instrument and
are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights
that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within
the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’
equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered by the Company to be
outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30,
2023, the Class A ordinary shares subject to possible redemption in the amount of approximately $266,639,182 are presented as temporary
equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets.
The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of
Class A ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the
Initial Public Offering, the Company recognized a measurement adjustment from initial book value to redemption amount value. The
change in the carrying value of the redeemable Class A ordinary shares resulted in charges against additional paid-in capital and
accumulated deficit.
Net
(loss) income per share
Net
(loss) income per share is computed by dividing net income by the weighted average number of ordinary shares during the period.
The Company applies the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between the
two classes of shares. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued
in connection with the (i) Initial Public Offering, (ii) Private Placement and (iii) embedded conversion feature of the related
party convertible promissory note, since their inclusion would be anti-dilutive under the two-class method. As a result, diluted
earnings per ordinary share is the same as basic earnings per ordinary share for the periods presented. The warrants are exercisable
to purchase 15,000,000 Class A ordinary shares in the aggregate.
Convertible
Promissory Notes
The
Company accounts for its convertible promissory notes under ASC 815, “Derivatives and Hedging” (“ASC 815”).
Under 815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value
option under ASC 825. The Company has made such election for its convertible promissory notes. Using the fair value option, each
convertible promissory note is required to be recorded at its initial fair value on the date of issuance, and each balance sheet
date thereafter. Changes in the estimated fair value of the notes are recognized as a non-cash gain or loss on the condensed statements
of operations.
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.” The Company’s derivative instruments
are recorded at fair value as of the closing date of the Initial Public Offering (November 9, 2021) and re-valued at each reporting
date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the
condensed balance sheets 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 has determined the Public Warrants, the Private Placement Warrants
and Forward Purchase Agreement are derivative instruments. As the Public Warrants, the Private Placement Warrants and the Forward Purchase
Agreement meet the definition of a derivative, the Public Warrants, the Private Placement Warrants and Forward Purchase Agreement are
measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair
value recognized in the condensed statements of operations in the period of change.
Warrant
Instruments
The
Company accounts for the Public Warrants, the Private Placement Warrants and the Forward Purchase Agreement issued in connection
with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “Derivatives
and Hedging” whereby under that provision, the Public Warrants, the Private Placement Warrants and the Forward Purchase
Agreement do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies
the warrant instrument as a liability at fair value and adjust the instrument to fair value at each reporting period. This liability
will be re-measured at each balance sheet date until the Public Warrants, the Private Placement Warrants and the Forward Purchase
Agreement are exercised or expire, and any change in fair value will be recognized in the Company’s statements of operations.
The fair value of the Public Warrants and the Private Placement Warrants were estimated at issuance using the Monte Carlo simulation
model and the modified Black-Scholes model, respectively. The Forward Purchase Agreement was valued using a valuation model that
factors in certain assumptions such as the probability of Business Combination, risk free rate and expected period until Business
Combination. The valuation models utilize inputs and other assumptions and may not be reflective of the price at which they can
be settled. Such warrant classification is also subject to re-evaluation at each reporting period. The Public and Private Warrants
will be valued at each reporting period using the publicly available price for the Warrant.
Recent
Accounting Standards
Management
does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material
effect on the Company’s financial statements.
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.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise
required under this item.
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
Disclosure
controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports
filed under the Exchange Act, such as this Quarterly Report, are recorded, processed, summarized, and reported within the time
period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that
such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive
Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated
the effectiveness of our disclosure controls and procedures as of September 30, 2023, and noted the following deficiency that
we believe to be a material weakness in internal controls over financial reporting as (i) the Company’s processes to ensure
its financial statements were properly presented in accordance with GAAP did not operate effectively. Based on this evaluation,
our management concluded that our disclosure controls and procedures were not effective.
During
the three and nine months ended September 30, 2023, we have sought to remediate this material weakness by, among other things,
devoting additional resources to the improvement of our internal control over financial reporting as it relates to the accounting
treatment for complex financial instruments. While we have processes to identify and appropriately apply applicable accounting
requirements, we are enhancing these processes to better evaluate our research and understanding of the nuances of the complex
accounting standards that apply to our securities and financial statements. We have also added additional layers of management
oversight on the accrual of operating expenses and valuation of complex financial instruments. As we continue to evaluate and improve
our internal control over financial reporting, management will review and make necessary changes to the overall design of our internal
controls.
If
we identify any new material weakness in the future, any such newly identified material weakness could limit our ability to prevent
or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial
statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic
reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting
and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may
take in the future, will be sufficient to avoid potential future material weaknesses.
We
do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls
and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives
of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact
that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations
in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that
we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures
also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design
will succeed in achieving its stated goals under all potential future conditions.
Changes
in Internal Control over Financial Reporting
There
was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2023
covered by this Quarterly Report on Form 10-Q, other than the circumstances described above, that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
PART
II-OTHER INFORMATION
Item
1. Legal Proceedings
None.
Item
1A. Risk Factors
Factors
that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks previously disclosed
in our Annual Report on Form 10-K filed with the SEC on March 27, 2023, Quarterly Report on Form 10-Q filed with the SEC on
August 16, 2023 and definitive proxy statement on Schedule 14A for the Special Meeting filed with the SEC on July 19,
2023. Any of those factors could result in a significant or material adverse effect on our results of operations or financial condition.
Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results
of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our
Annual Report on Form 10-K filed with the SEC on March 27, 2023, Quarterly Report on Form 10-Q filed with the SEC on August 16,
2023 and definitive proxy statement on Schedule 14A for the Special Meeting filed with the SEC on July 19, 2023. We may
disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
There
were no unregistered sales of equity securities during the three and nine months ended September 30, 2023. For a description of
the use of the proceeds generated in our Initial Public Offering, see Part II, Item 5 of our Annual Report on Form 10-K filed with the
SEC on March 27, 2023. There has been no material change in the planned use of the proceeds from our Initial Public Offering and
Private Placement as is described in our final prospectus filed with the SEC on November 8, 2021.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
applicable.
Item
5. Other Information
During
the three and nine months ended September 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1
trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation
S-K.
Item
6. Exhibits
The
following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
Exhibit
Number |
|
Description |
3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 9, 2021. |
|
|
|
3.2 |
|
Amendment to Amended and Restated Memorandum and Articles of Association of the Company, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 10, 2023. |
|
|
|
10.1+ |
|
Convertible Promissory Note, dated as of August 9, 2023, by and between the Company and Rigel Resource Acquisition Holding LLC, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 10, 2023. |
|
|
|
10.2 |
|
Amendment No. 1 to the Investment Management Trust Agreement, dated as of October 5, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 11, 2023. |
|
|
|
31.1* |
|
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
31.2* |
|
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.1** |
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.2** |
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
101.INS |
|
Inline
XBRL Instance Document. |
|
|
|
101.SCH |
|
Inline
XBRL Taxonomy Extension Schema Document. |
|
|
|
101.CAL |
|
Inline
XBRL Taxonomy Extension Calculation Linkbase Document. |
|
|
|
101.DEF |
|
Inline
XBRL Taxonomy Extension Definition Linkbase Document. |
|
|
|
101.LAB |
|
Inline
XBRL Taxonomy Extension Label Linkbase Document. |
|
|
|
101.PRE |
|
Inline
XBRL Taxonomy Extension Presentation Linkbase Document. |
|
|
|
104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
|
** |
Furnished
herewith. |
|
+ |
Schedules
and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally
a copy of any omitted schedule or exhibit to the SEC upon request. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
RIGEL
RESOURCE ACQUISITION CORP |
|
|
|
Dated: November
14, 2023 |
By: |
/s/
Jonathan Lamb |
|
Name: |
Jonathan Lamb |
|
Title: |
Chief Executive
Officer |
|
|
|
Dated: November
14, 2023 |
By: |
/s/
Jeff Feeley |
|
Name: |
Jeff Feeley |
|
Title: |
Chief Financial
Officer |
Exhibit
31.1
CERTIFICATION
PURSUANT
TO RULES 13a-14(a) AND 15d-14(a)
UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I,
Jonathan Lamb, certify that:
|
1. |
I have reviewed this Quarterly
Report on Form 10-Q for the quarter ended September 30, 2023 of Rigel Resource Acquisition Corp; |
|
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. |
The registrant’s
other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)
and 15d-15(f)) for the registrant and have: |
|
a. |
Designed such disclosure
controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared; |
|
b. |
Designed such internal
control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles; |
|
c. |
Evaluated the effectiveness
of the registrant’s disclosure controls and procedures and presented in this report our 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; and |
|
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. |
The registrant’s
other certifying officer and I have disclosed, based on our 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 controls over financial reporting.
|
Date:
November 14, 2023 |
By: |
/s/
Jonathan Lamb |
|
|
Jonathan Lamb |
|
|
Chief Executive Officer (Principal
Executive Officer) |
Exhibit
31.2
CERTIFICATION
PURSUANT
TO RULES 13a-14(a) AND 15d-14(a)
UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I,
Jeff Feeley, certify that:
|
1. |
I
have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 of
Rigel Resource Acquisition Corp;
|
|
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. |
The
registrant’s other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
|
|
a. |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
|
|
b. |
Designed
such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
|
|
c. |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our 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; and
|
|
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. |
The
registrant’s other certifying officer and I have disclosed, based on our 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 controls over financial reporting.
|
Date:
November 14, 2023 |
By: |
/s/
Jeff Feeley |
|
|
Jeff Feeley |
|
|
Chief Financial Officer (Principal
Financial and Accounting Officer) |
Exhibit
32.1
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report of Rigel Resource Acquisition Corp (the “Company”) on Form 10-Q for the
quarter ended September 30, 2023, as filed with the U.S. Securities and Exchange Commission on the date hereof (the
“Report”), I certify, in the capacity and on the date indicated below, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
|
(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:
November 14, 2023 |
/s/
Jonathan Lamb |
|
Name: |
Jonathan Lamb |
|
Title: |
Chief Executive Officer (Principal
Executive Officer) |
Exhibit
32.2
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report of Rigel Resource Acquisition Corp (the “Company”) on Form 10-Q for the
quarter ended September 30, 2023, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”),
I certify, in the capacity and on the date indicated below, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
|
(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:
November 14, 2023 |
/s/
Jeff Feeley |
|
Name: |
Jeff Feeley |
|
Title: |
Chief Financial Officer (Principal
Financial and Accounting Officer) |
v3.23.3
Cover - shares
|
9 Months Ended |
|
Sep. 30, 2023 |
Nov. 14, 2023 |
Document Type |
10-Q
|
|
Amendment Flag |
false
|
|
Document Quarterly Report |
true
|
|
Document Transition Report |
false
|
|
Document Period End Date |
Sep. 30, 2023
|
|
Document Fiscal Period Focus |
Q3
|
|
Document Fiscal Year Focus |
2023
|
|
Current Fiscal Year End Date |
--12-31
|
|
Entity File Number |
001-41022
|
|
Entity Registrant Name |
Rigel Resource Acquisition Corp
|
|
Entity Central Index Key |
0001860879
|
|
Entity Tax Identification Number |
98-1594226
|
|
Entity Incorporation, State or Country Code |
E9
|
|
Entity Address, Address Line One |
7 Bryant Park
|
|
Entity Address, Address Line Two |
1045 Avenue of the Americas
|
|
Entity Address, Address Line Three |
Floor 25
|
|
Entity Address, City or Town |
New York
|
|
Entity Address, State or Province |
NY
|
|
Entity Address, Postal Zip Code |
10018
|
|
City Area Code |
(646)
|
|
Local Phone Number |
453-2672
|
|
Entity Current Reporting Status |
Yes
|
|
Entity Interactive Data Current |
Yes
|
|
Entity Filer Category |
Non-accelerated Filer
|
|
Entity Small Business |
true
|
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Entity Emerging Growth Company |
true
|
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Elected Not To Use the Extended Transition Period |
false
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true
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Units Each Consisting Of One Class Ordinary Share And Onehalf Of One Redeemable Warrant [Member] |
|
|
Title of 12(b) Security |
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
|
|
Trading Symbol |
RRAC.U
|
|
Security Exchange Name |
NYSE
|
|
Class Ordinary Shares Par Value 0. 0001 Per Share [Member] |
|
|
Title of 12(b) Security |
Class A ordinary shares, par value $0.0001 per share
|
|
Trading Symbol |
RRAC
|
|
Security Exchange Name |
NYSE
|
|
Redeemable Warrants Each Whole Warrant Exercisable For One Class Ordinary Share At Exercise Price Of 11. 50 [Member] |
|
|
Title of 12(b) Security |
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
|
|
Trading Symbol |
RRAC.WS
|
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Security Exchange Name |
NYSE
|
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Common Class A [Member] |
|
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Entity Common Stock, Shares Outstanding |
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v3.23.3
CONDENSED BALANCE SHEETS (Unaudited) - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Current Assets: |
|
|
Cash |
$ 125,362
|
$ 109,595
|
Prepaid expenses |
69,624
|
481,630
|
Total Current Assets |
194,986
|
591,225
|
Investments held in the Trust Account |
266,639,182
|
310,488,798
|
Total Assets |
266,834,168
|
311,080,023
|
Current Liabilities: |
|
|
Accounts payable and accrued expenses |
691,345
|
405,882
|
Accrued offering costs |
378,324
|
393,324
|
Advances from related parties |
|
99,722
|
Convertible promissory notes - related party |
3,627,816
|
236,300
|
Total Current Liabilities |
4,697,485
|
1,135,228
|
Derivative liabilities |
10,123,558
|
4,945,845
|
Deferred underwriting commission |
10,500,000
|
10,500,000
|
Total Liabilities |
25,321,043
|
16,581,073
|
Class A ordinary shares subject to possible redemption; 24,570,033 and 30,000,000 shares (at redemption value of $10.85 and $10.35 per share as of September 30, 2023 and December 31, 2022, respectively) |
266,639,182
|
310,488,798
|
Shareholders’ deficit: |
|
|
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding |
|
|
Additional paid-in capital |
|
|
Accumulated deficit |
(25,126,807)
|
(15,990,598)
|
Total Shareholders’ Deficit |
(25,126,057)
|
(15,989,848)
|
Total Liabilities, Ordinary Shares subject to Possible Redemption and Shareholders’ Deficit |
266,834,168
|
311,080,023
|
Common Class A [Member] |
|
|
Shareholders’ deficit: |
|
|
Ordinary shares, value, issued |
|
|
Common Class B [Member] |
|
|
Shareholders’ deficit: |
|
|
Ordinary shares, value, issued |
$ 750
|
$ 750
|
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v3.23.3
CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Preferred stock, Par value |
$ 0.0001
|
$ 0.0001
|
Preferred stock, shares authorized |
5,000,000
|
5,000,000
|
Preferred stock, shares issued |
0
|
0
|
Preferred stock, shares outstanding |
0
|
0
|
Common Class A [Member] |
|
|
Shares subject to possible redemption |
24,570,033
|
30,000,000
|
Shares subject to possible redemption, par value |
$ 10.85
|
$ 10.35
|
Common stock, par or stated value per share |
$ 0.0001
|
$ 0.0001
|
Common stock, shares authorized |
500,000,000
|
500,000,000
|
Common stock, shares, issued |
0
|
0
|
Common stock, shares, outstanding |
0
|
0
|
Common Class B [Member] |
|
|
Common stock, par or stated value per share |
$ 0.0001
|
$ 0.0001
|
Common stock, shares authorized |
50,000,000
|
50,000,000
|
Common stock, shares, issued |
7,500,000
|
7,500,000
|
Common stock, shares, outstanding |
7,500,000
|
7,500,000
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.23.3
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
EXPENSES |
|
|
|
|
Administrative fee – related party |
$ 30,000
|
$ 30,000
|
$ 90,000
|
$ 90,000
|
General and administrative |
328,944
|
267,126
|
926,980
|
902,279
|
TOTAL EXPENSES |
358,944
|
297,126
|
1,016,980
|
992,279
|
OTHER INCOME (EXPENSE) |
|
|
|
|
Income earned on Investments held in Trust Account |
3,443,700
|
1,383,654
|
10,481,777
|
1,843,236
|
Change in fair value of convertible notes payable – related party |
98,889
|
(9,118)
|
72,097
|
65,159
|
Change in fair value of derivative liabilities |
(3,390,376)
|
(1,694,688)
|
(5,177,713)
|
9,561,599
|
TOTAL OTHER INCOME, NET |
152,213
|
(320,152)
|
5,376,161
|
11,469,994
|
Net (loss) income |
$ (206,731)
|
$ (617,278)
|
$ 4,359,181
|
$ 10,477,715
|
Weighted average number of shares of Class A common stock outstanding, basic and diluted |
27,016,502
|
30,000,000
|
29,005,501
|
30,000,000
|
Basic and diluted net (loss) income per share of Class A common stock |
$ (0.01)
|
$ (0.05)
|
$ 0.12
|
$ 0.23
|
Weighted average number of shares of Class B common stock outstanding, basic and diluted |
7,500,000
|
7,500,000
|
7,500,000
|
7,500,000
|
Basic and diluted net (loss) income per share of Class B common stock |
$ (0.01)
|
$ (0.05)
|
$ 0.12
|
$ 0.23
|
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v3.23.3
CONDENSED STATEMENTS OF CHANGES IN SHareHOLDERS' DEFICIT (UNAUDITED) - USD ($)
|
Class B Ordinary Shares [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Total |
Beginning balance, value at Dec. 31, 2021 |
$ 750
|
|
$ (27,783,964)
|
$ (27,783,214)
|
Beginning balance, shares at Dec. 31, 2021 |
7,500,000
|
|
|
|
Current period accretion of Class A ordinary shares to redemption value |
|
|
(24,974)
|
(24,974)
|
Net income |
|
|
5,374,475
|
5,374,475
|
Ending balance, value at Mar. 31, 2022 |
$ 750
|
|
(22,434,463)
|
(22,433,713)
|
Ending balance, shares at Mar. 31, 2022 |
7,500,000
|
|
|
|
Current period accretion of Class A ordinary shares to redemption value |
|
|
(434,608)
|
(434,608)
|
Net income |
|
|
5,720,518
|
5,720,518
|
Ending balance, value at Jun. 30, 2022 |
$ 750
|
|
(17,148,553)
|
(17,147,803)
|
Ending balance, shares at Jun. 30, 2022 |
7,500,000
|
|
|
|
Current period accretion of Class A ordinary shares to redemption value |
|
|
(1,383,654)
|
(1,383,654)
|
Net income |
|
|
(617,278)
|
(617,278)
|
Ending balance, value at Sep. 30, 2022 |
$ 750
|
|
(19,149,485)
|
(19,148,735)
|
Ending balance, shares at Sep. 30, 2022 |
7,500,000
|
|
|
|
Beginning balance, value at Dec. 31, 2022 |
$ 750
|
|
(15,990,598)
|
(15,989,848)
|
Beginning balance, shares at Dec. 31, 2022 |
7,500,000
|
|
|
|
Related party Notes Proceeds in excess of fair value |
|
53,009
|
|
53,009
|
Remeasurement of Class A ordinary shares |
|
(53,009)
|
53,009
|
|
Current period accretion of Class A ordinary shares to redemption value |
|
|
(3,319,794)
|
(3,319,794)
|
Net income |
|
|
1,285,224
|
1,285,224
|
Ending balance, value at Mar. 31, 2023 |
$ 750
|
|
(17,972,159)
|
(17,971,409)
|
Ending balance, shares at Mar. 31, 2023 |
7,500,000
|
|
|
|
Related party Notes Proceeds in excess of fair value |
|
639,640
|
|
639,640
|
Remeasurement of Class A ordinary shares |
|
(639,640)
|
639,640
|
|
Current period accretion of Class A ordinary shares to redemption value |
|
|
(6,718,283)
|
(6,718,283)
|
Net income |
|
|
3,280,688
|
3,280,688
|
Ending balance, value at Jun. 30, 2023 |
$ 750
|
|
(20,770,114)
|
(20,769,364)
|
Ending balance, shares at Jun. 30, 2023 |
7,500,000
|
|
|
|
Related party Notes Proceeds in excess of fair value |
|
242,125
|
|
242,125
|
Remeasurement of Class A ordinary shares |
|
(242,125)
|
242,125
|
|
Current period accretion of Class A ordinary shares to redemption value |
|
|
(4,392,067)
|
(4,392,067)
|
Net income |
|
|
(206,731)
|
(206,731)
|
Ending balance, value at Sep. 30, 2023 |
$ 750
|
|
$ (25,126,807)
|
$ (25,126,057)
|
Ending balance, shares at Sep. 30, 2023 |
7,500,000
|
|
|
|
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v3.23.3
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)
|
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Cash Flows From Operating Activities: |
|
|
Net income |
$ 4,359,181
|
$ 10,477,715
|
Adjustments to reconcile net income to net cash used in operating activities: |
|
|
Investment income earned on investments held in the Trust Account |
(10,481,777)
|
(1,843,236)
|
Change in fair value of derivative liabilities |
5,177,713
|
(9,561,599)
|
Change in fair value of convertible promissory notes - related party |
(72,097)
|
(65,159)
|
Changes in operating assets and liabilities: |
|
|
Prepaid expenses |
412,006
|
(582,109)
|
Other current assets |
|
572,539
|
Other assets |
|
434,343
|
Changes in accrued offering costs |
|
|
Accounts payable and accrued expenses |
285,463
|
(840,660)
|
Net Cash Used In Operating Activities |
(319,511)
|
(1,408,166)
|
Cash Flows From Investing Activities: |
|
|
Cash deposited into Trust Account |
(3,948,367)
|
|
Cash withdrawn fom Trust Account for redemptions |
58,279,780
|
|
Net Cash Provided By Investing Activities: |
54,331,413
|
|
Cash Flows From Financing Activities: |
|
|
Payments made in relation to redemption of Class A common stock |
(58,279,780)
|
|
Repayment of advances from related parties |
(99,722)
|
|
Proceeds from convertible promissory notes – related party |
4,398,367
|
300,000
|
Payment of offering costs |
(15,000)
|
(411,331)
|
Net Cash Used In Financing Activities |
(53,996,135)
|
(111,331)
|
Net change in cash |
15,767
|
(1,519,497)
|
Cash at beginning of period |
109,595
|
1,675,601
|
Cash at end of period |
125,362
|
156,104
|
Supplemental disclosure of non-cash financing activities: |
|
|
Current period accretion to redemption value |
$ 14,430,164
|
$ 1,843,236
|
X |
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v3.23.3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN
|
9 Months Ended |
Sep. 30, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN |
NOTE
1. |
DESCRIPTION
OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN |
Rigel
Resource Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on April 6, 2021. The Company
was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular
industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company
and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
All
activity for the period from April 6, 2021 (inception) through September 30, 2023 relates to the Company’s formation,
the initial public offering (“Initial Public Offering”), which is described below, and the search for a target company.
The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.
The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public
Offering. The Company has selected December 31 as its fiscal year end.
On
November 9, 2021, the Company consummated the Initial Public Offering of 27,500,000 units (“Units” and, with respect
to the ordinary shares included in the Units which were offered, the “Public Shares”), generating gross proceeds of
$275,000,000, which is described in Note 3.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”)
of an aggregate of 14,000,000 warrants (the “Private Placement Warrants”) - 11,300,000 to Rigel Resource Acquisition
Holding LLC (the “Sponsor”), 100,000 to Nathanael Abebe, 35,000 to Christine Coignard, 25,000 to Kelvin Dushnisky,
200,000 to L. Peter O’Hagan and 2,340,000 to Orion Mine Finance GP III LP (“Orion GP”) - at a purchase price
of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $14,000,000, which is described
in Note 4.
On
November 9, 2021, the underwriter purchased an additional 2,500,000 Units pursuant to a partial exercise of the over-allotment
option. The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $25,000,000.
Since the underwriter did not exercise the remainder of the over-allotment option, the Sponsor forfeited 406,250 Founder Shares
upon the expiration of the over-allotment option in December 2021.
As
of November 9, 2021, transaction costs amounted to $17,585,547 consisting of $6,000,000 of underwriting fees in cash, $10,500,000
of deferred underwriting fees payable (which are held in a trust account with Continental Stock Transfer & Trust Company acting
as trustee (the “Trust Account”)) and $1,085,547 of costs related to the Initial Public Offering. Cash of $125,362
was held outside of the Trust Account on September 30, 2023 and was available for working capital purposes. As described in
Note 6, the $10,500,000 deferred underwriting fees are contingent upon the consummation of the Business Combination by August 9,
2024.
Following
the closing of the Initial Public Offering on November 9, 2021, an amount of $306,000,000 ($10.20 per Unit) from the net proceeds
of the sale of the Units in the Initial Public Offering and the Private Placement was placed in 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 185 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. On May 8, 2023, the Sponsor deposited an aggregate of $3,000,000 into the Company’s
trust account for the Company’s public shareholders, representing $0.10 per public share, which enabled the Company to extend
the period of time it has to consummate its initial business combination by three months, from May 9, 2023 to August 9,
2023.
In
connection with the Company’s extraordinary general meeting held on August 7, 2023 (the “Special Meeting”),
the Company’s shareholders approved a special resolution to amend the Company’s amended and restated memorandum and
articles of association (the “Charter”) to extend the date by which the Company must either consummate an initial Business
Combination or (i) cease its operations, except for the purpose of winding up if it fails to complete an initial Business Combination
and (ii) redeem all of the Class A ordinary shares (the “Public Shares”) included as part of the units sold in the
Company’s initial public offering, from August 9, 2023 to August 9, 2024 (the “Extension Amendment”).
In connection with the Extension Amendment, the holders of 5,429,967 Class A Ordinary Shares properly exercised their right to
redeem their shares for cash at a redemption price of approximately $10.73 per share, for an aggregate redemption amount of approximately
$58,279,780, leaving approximately $263,710,000 in the Company’s trust account.
Pursuant
to the Convertible Promissory Note dated as of August 9, 2023 (the “Second Extension Loan”), the Sponsor has agreed
that it will contribute to the Company as a loan (each loan being referred to herein as a “Contribution”) the lesser
of (A) $0.03 for each Public Share (as defined below) that was not redeemed in connection with the Special Meeting (as defined
below) and (B) $350,000, for each month (or a pro rata portion thereof if less than a month) until the earlier of (i) the date
of the extraordinary general meeting held in connection with the shareholder vote to approve an initial Business Combination and
(ii) August 9, 2024. The maximum aggregate amount of all Contributions will not exceed $4,200,000, and the Contributions will
be deposited into the Company’s trust account. Up to $1,500,000 of the Contributions can be settled in whole warrants to
purchase Class A Ordinary Shares of the Company at a conversion price equal to $1.00 per warrant. The Contributions will not bear
any interest and will be repayable by the Company to the Sponsor upon the earlier of the date by which the Company must complete
an initial Business Combination and the consummation of the Company’s initial Business Combination. The Company’s board
of directors will have the sole discretion whether to continue extending until August 9, 2024, and if the Company’s
board of directors determines not to continue extending for additional months, the Sponsor’s obligation to make additional
Contributions will terminate. If this occurs, the Company would wind up the Company’s affairs and redeem 100% of the outstanding
Public Shares in accordance with the procedures set forth in the Charter (as defined below). The maturity date of the Second Extension
Loan may be accelerated upon the occurrence of an Event of Default (as defined therein). Any outstanding principal under the Second
Extension Loan may be prepaid at any time by the Company, at its election and without penalty. On August 9, 2023, August 31, 2023 and September 29, 2023, the Sponsor made contributions of approximately $248,387, $350,000 and $350,000, respectively, to the Trust Account under the Second Extension Loan. See Note 5 for more information.
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public
Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied
generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business
Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses
or assets with a fair market value equal to at least 80% of the value of the net assets held in the Trust Account (as defined above)
(excluding the deferred underwriting commissions). The Company will only complete a Business Combination if the post transaction
company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest
in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act
of 1940, as amended.
The
Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity
to redeem all or a portion of their Public Shares either (i) in connection with a general meeting called to approve the Business
Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company
will seek shareholder approval for a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders
will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.20
per Public Share, and such amount will be increased in the case of extensions of the Company’s time to consummate our initial
Business Combination, as described herein, plus any pro rata interest then in the Trust Account). There will be no redemption rights
upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption
will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in
accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”
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 Initial
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.
Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective
of whether they vote for or against the proposed transaction.
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, 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
holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to any Founder Shares and Public Shares
held by them 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.
If
the Company has not completed a Business Combination by August 9, 2024 (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 ten
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 (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
holders of the Founder Shares have agreed to waive the rights to liquidating distributions from the Trust Account with respect
to the Founder Shares they 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 has agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in
the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will
be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.
In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will
be less than the Initial Public Offering price per Unit ($10.20, or higher in case extensions of the time period to complete the
Company’s initial Business Combination have been effectuated).
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) $10.20 per Public Share following
the closing of the Initial Public Offering, $10.30 per public share after 18 months from the closing of the Initial Public Offering,
or $10.40 per public share after 21 months from the closing of the Initial Public Offering, as applicable; 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 $10.20 per Public
Share, due to reductions in the value of trust assets. 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 Initial 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.
Going
Concern Considerations
The
Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, the Company
currently has less than 12 months from the date these financial statements were issued to complete a Business Combination transaction.
If the Company is unsuccessful in consummating an initial Business Combination by August 9, 2024, per the mandatory liquidation
requirement, the Company must cease all operations, redeem the Public Shares and thereafter liquidate and dissolve. 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,” the
Company does not have adequate liquidity to sustain operations. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued.
There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful
or successful within the Combination Period. The financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Risks
and Uncertainties
Management
is currently evaluating the impact of the COVID-19 pandemic and other events (such as the invasion by Russia of Ukraine and any
further escalation of hostilities related thereto, terrorist attacks, natural disasters or a significant outbreak of other infectious
diseases), on the industry and has concluded that while it is reasonably possible that the virus and other events 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.
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v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
9 Months Ended |
Sep. 30, 2023 |
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 (“US GAAP”) and pursuant to the rules and regulations of the SEC.
Certain
information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed.
As such, the information included in these financial statements should be read in conjunction with the Company’s Annual Report
on Form 10-K, as filed with the SEC on March 27, 2023. In the opinion of the Company’s management, these condensed financial
statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s
financial position as of September 30, 2023 and the Company’s results of operations and cash flows for the periods presented.
The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results
to be expected for the full year ending December 31, 2023.
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 the financial statements in conformity with US GAAP requires the Company’s management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of 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. The Company’s significant
estimates and assumptions include the fair value of the related party convertible notes and the change in fair value of the derivative
liabilities. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates.
Although the Company believes that its estimates and assumptions are reasonable, they are based upon information available at the
time the estimates and assumptions were made. Actual results could differ from those estimates.
Investments
held in Trust Account
At
September 30, 2023 and December 31, 2022, the Company had approximately $266.6 million and $310.5 million in treasury
securities held in the Trust Account, respectively. The Company’s portfolio of investments held in the Trust Account are
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 selected by
the Company meeting the conditions of Rule 2a-7 of the Investment Company Act.
Class
A ordinary shares subject to possible redemption
The
Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing
Liabilities from Equity”. Ordinary shares subject to mandatory redemption are classified as a liability instrument and
are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights
that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within
the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’
equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered by the Company to be
outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30,
2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption in the amount of approximately $266,600,000
and $310,500,000 are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance
sheets, respectively.
The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of
Class A ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the
Initial Public Offering, the Company recognized a remeasurement adjustment from initial book value to redemption amount value.
The change in the carrying value of the redeemable Class A ordinary shares resulted in charges against additional paid-in capital
and accumulated deficit.
Business
Combination Period Extension
In
connection with the Company’s extraordinary general meeting held on August 7, 2023 (the “Special Meeting”),
the Company’s shareholders approved: (1) a special resolution to amend the Company’s amended and restated memorandum
and articles of association (the “Charter”) to extend the date by which the Company must either consummate an initial
Business Combination or (i) cease its operations, except for the purpose of winding up if it fails to complete an initial Business
Combination and (ii) redeem all of the Class A ordinary shares (the “Public Shares”) included as part of the units
sold in the Company’s initial public offering, from August 9, 2023 to August 9, 2024 (the “Extension Amendment”);
and (2) a special resolution to amend the Charter to eliminate from the Charter the limitation that the Company may not redeem
Public Shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions (the
“Redemption Limitation”) in order to allow the Company to redeem Public Shares irrespective of whether such redemption
would exceed the Redemption Limitation (the “Redemption Limitation Amendment” and, together with the Extension Amendment,
the “Charter Amendments”).
The
Charter Amendments became effective on August 8, 2023.
Redemption
of Class A Ordinary Shares
In
connection with the vote to approve the Charter Amendments, the holders of 5,429,967 Class A ordinary shares properly exercised
their right to redeem their shares for cash at a redemption price of approximately $10.73 per share, for an aggregate redemption
amount of approximately $58,279,780, leaving approximately $263,710,000 in the Trust Account.
Net
(loss) income per share
Net
(loss) income per share is computed by dividing net income by the weighted average number of ordinary shares during the period.
The Company applies the two-class method in calculating earnings per share. Earnings are shared pro rata between the two classes
of shares. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection
with the (i) Initial Public Offering, (ii) Private Placement and (iii) embedded conversion feature of the related party convertible
promissory notes, since the strike prices of these instruments are out of the money. As a result, diluted earnings per ordinary
share is the same as basic earnings per ordinary share for the periods presented. The warrants are exercisable to purchase 15,000,000
Class A ordinary shares in the aggregate.
The
following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share
amounts):
Scheduled of basic and diluted net loss per share | |
| | | |
| | |
| |
Three months Ended September 30, 2023 | | |
Three months Ended September 30, 2022 | |
Class A ordinary shares | |
| | | |
| | |
Numerator; Loss allocable to Class A ordinary shares | |
$ | (161,811 | ) | |
$ | (1,600,746 | ) |
Denominator: | |
| | | |
| | |
Basic and diluted weighted average shares outstanding | |
| 27,016,502 | | |
| 30,000,000 | |
Basic and diluted net loss per ordinary share | |
$ | (0.01 | ) | |
$ | (0.05 | ) |
| |
| | | |
| | |
Class B ordinary shares | |
| | | |
| | |
Numerator: Loss allocable to Class B ordinary shares | |
$ | (44,920 | ) | |
$ | (400,186 | ) |
Denominator: | |
| | | |
| | |
Basic and diluted weighted average shares outstanding | |
| 7,500,000 | | |
| 7,500,000 | |
Basic and diluted net loss per share, Class B ordinary share | |
$ | (0.01 | ) | |
$ | (0.05 | ) |
| |
Nine months Ended September 30, 2023 | | |
Nine months Ended September 30, 2022 | |
Class A ordinary shares | |
| | | |
| | |
Numerator; Income allocable to Class A ordinary shares | |
$ | 3,463,594 | | |
$ | 6,907,583 | |
Denominator: | |
| | | |
| | |
Basic and diluted weighted average shares outstanding | |
| 29,005,501 | | |
| 30,000,000 | |
Basic and diluted net income per ordinary share | |
$ | 0.12 | | |
$ | 0.23 | |
| |
| | | |
| | |
Class B ordinary shares | |
| | | |
| | |
Numerator: Income allocable to Class B ordinary shares | |
$ | 895,587 | | |
$ | 1,726,896 | |
Denominator: | |
| | | |
| | |
Basic and diluted weighted average shares outstanding | |
| 7,500,000 | | |
| 7,500,000 | |
Basic and diluted net income per share, Class B ordinary share | |
$ | 0.12 | | |
$ | 0.23 | |
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution
which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts
and management believes the Company is not exposed to significant risks on such accounts.
Income
Taxes
The
Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.”
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between
the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to
reduce deferred tax assets to the amount expected to be realized.
ASC
740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely
than not to be sustained upon examination by taxing authorities. 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 as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under
review that could result in significant payments, accruals or material deviation from its position.
There
is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations,
income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.
Convertible
Promissory Notes
The
Company accounts for their convertible promissory notes under ASC 815, “Derivatives and Hedging” (“ASC
815”). Under ASC 815-15-25, the election can be at the inception of a financial instrument to account for the instrument
under the fair value option under ASC 825. The Company has made such election for their convertible promissory notes. Using the
fair value option, the convertible promissory notes are required to be recorded at its initial fair value on the date of issuance,
and each balance sheet date thereafter. Changes in the estimated fair value of the notes are recognized as a non-cash gain or loss
on the statements of operations.
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.” The Company’s derivative
instruments are recorded at fair value as of the closing date of the Initial Public Offering (November 9, 2021) and re-valued
at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities
are classified on 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 has determined the public warrants, the Private
Placement Warrants and the Forward Purchase Agreement are derivative instruments. As the public warrants, the Private Placement
Warrants and the Forward Purchase Agreement meet the definition of a derivative, the public warrants, the Private Placement Warrants
and Forward Purchase Agreement are measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair
Value Measurement, with changes in fair value recognized in the statements of operations in the period of change.
Warrant
Instruments
The
Company accounts for the public warrants, the Private Placement Warrants and the Forward Purchase Agreement issued in connection with
the Initial Public Offering and the Private Placement in accordance with the guidance contained in ASC 815, “Derivatives and
Hedging” whereby under that provision, the public warrants, the Private Placement Warrants and the Forward Purchase Agreement
do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instruments
and the forward purchase as liabilities at fair value and adjust the instrument to fair value at each reporting period. These liabilities
will be re-measured at each balance sheet date until the public warrants, the Private Placement Warrants and the Forward Purchase Agreement
are exercised or expire, and any change in fair value will be recognized in the Company’s statements of operations. The fair value
of the public warrants and the Private Placement Warrants were estimated at issuance using the Monte Carlo simulation model and the modified
Black-Scholes model, respectively. The Forward Purchase Agreement was valued using a valuation model that factors in certain assumptions
such as the probability of Business Combination, risk free rate and expected period until Business Combination. The valuation models
utilize inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification
is also subject to re-evaluation at each reporting period. The Public and Private Warrants will be valued at each reporting period using
the publicly available price for the Warrant.
Fair
Value Measurements
Fair
value is defined as the price that would be received for sale of an asset or paid to transfer a liability, in an orderly transaction
between market participants at the measurement date. US 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 (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. |
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 balance sheets, primarily due to their short-term
nature, except for the convertible promissory notes, warrant liabilities and the Forward Purchase Agreement (see Note 9).
Recent
Accounting Standards
Management
does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material
effect on the Company’s financial statements.
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- DefinitionThe entire disclosure for all significant accounting policies of the reporting entity.
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v3.23.3
INITIAL PUBLIC OFFERING
|
9 Months Ended |
Sep. 30, 2023 |
Initial Public Offering |
|
INITIAL PUBLIC OFFERING |
NOTE
3. |
INITIAL
PUBLIC OFFERING |
Pursuant
to the Initial Public Offering, the Company sold 30,000,000 Units (27,500,000 Units plus 2,500,000 over-allotment Units) at a purchase
price of $10.00 per Unit generating gross proceeds to the Company in the amount of $300,000,000. Each Unit consists of one share
of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), and one-half
of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each whole Warrant entitling the holder
thereof to purchase one whole share of Class A Ordinary Shares at a price of $11.50 per share, subject to adjustment.
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v3.23.3
PRIVATE PLACEMENT
|
9 Months Ended |
Sep. 30, 2023 |
Private Placement |
|
PRIVATE PLACEMENT |
NOTE
4. |
PRIVATE
PLACEMENT |
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the Private Placement of an aggregate of 14,000,000 Private
Placement Warrants - 11,300,000 to the Sponsor, 100,000 to Nathanael Abebe, 35,000 to Christine Coignard, 25,000 to Kelvin Dushnisky,
200,000 to L. Peter O’Hagan and 2,340,000 to Orion GP - at a purchase price of $1.00 per Private Placement Warrant, generating
gross proceeds to the Company in the amount of $14,000,000.
A
portion of the proceeds from the Private Placement Units was 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 Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the
requirements of applicable law) and the Private Placement Units will be worthless.
The
Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not
be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.
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v3.23.3
RELATED PARTY TRANSACTIONS
|
9 Months Ended |
Sep. 30, 2023 |
Related Party Transactions [Abstract] |
|
RELATED PARTY TRANSACTIONS |
NOTE
5. |
RELATED
PARTY TRANSACTIONS |
Founder
Shares
On
May 6, 2021, the Sponsor received of the Company’s Class B ordinary shares (the “Founder Shares”)
in exchange for cash of $. On November 4, 2021, the board of directors of the Company authorized a share dividend of
Founder Shares, resulting in the shareholders of the Founder Shares holding an aggregate of Founder Shares. All
shares and associated amounts have been retroactively restated to reflect the share dividend. The Founder Shares included an aggregate
of up to 1,031,250 shares subject to forfeiture to the extent that the underwriter’s over-allotment was not exercised in
full, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued
and outstanding ordinary shares after the Initial Public Offering. The underwriter exercised a portion of the over-allotment option
in connection with the initial closing of the Initial Public Offering on November 9, 2021; as a result of the expiration of
the over-allotment option, the Sponsor forfeited 406,250 Founder Shares pursuant to the terms of the underwriting agreement. As
of September 30, 2023 and December 31, 2022, there were 7,500,000 Founders shares outstanding.
On
July 13, 2021, our sponsor transferred 35,000 Founder Shares to each of an entity owned by Christine Coignard, Kelvin Dushnisky,
L. Peter O’Hagan, and Timothy Keating, our independent directors. On that date, our sponsor also transferred 135,000 Founder
Shares to Nathanael Abebe, our President, at their original per-share purchase price. On October 16, 2021, our sponsor transferred
100,000 Founder Shares to L. Peter O’Hagan, 17,500 Founder Shares to an entity owned by Christine Coignard and 12,500 Founder
Shares to Kelvin Dushnisky, at their original per-share purchase price. On that date, our sponsor also transferred 20,000 Founder
Shares to Nathanael Abebe, at their original per-share purchase price. These Founder Shares were not subject to forfeiture.
The
holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares
until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination,
(x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits,
share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period
commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger,
capital share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange
their shares of ordinary shares for cash, securities or other property.
Advances
from Related Parties
The
Sponsor paid certain formation and operating costs on behalf of the Company. These advances were due on demand and are non-interest
bearing. During the year ended December 31, 2022, related parties paid $ of operating costs on behalf of the Company.
As of September 30, 2023 and December 31, 2022, the amount due to the related parties was $ and $, respectively.
General
and Administrative Services
Commencing
on the date the Units are first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $10,000 per month for office
space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s
liquidation, the Company will cease paying these monthly fees. The Company recorded $30,000 and $90,000 of administrative fees during
each of the three and nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023 and December 31,
2022, $227,500 and $137,500, respectively, was outstanding and is included in accounts payable and accrued expenses on the accompanying
condensed balance sheets.
Related
Party Loans
In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working
Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion
of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted
upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would 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.
On
May 18, 2022, the Company entered into a Working Capital Loan with the Sponsor. On May 20, 2022, the Sponsor advanced
$300,000 to the Company under the Working Capital Loan. On February 21, 2023, the Company drew down additional $250,000 on
the Working Capital Loans. On September 29, 2023, the Company drew down additional $200,000 on the Working Capital Loans.
As
of September 30, 2023 and December 31, 2022, there was $750,000 and $300,000 outstanding under the Working Capital Loans,
respectively, and is included in convertible promissory notes - related party on the accompanying condensed balance sheets.
Promissory
Notes
Pursuant
to the convertible promissory note dated as of May 8, 2023 (the “First Extension Loan”), the Sponsor advanced
$3,000,000 in connection with the extension of the period of time the Company has to consummate its initial Business Combination
from May 9, 2023 to August 9, 2023. Up to $3,000,000 of the loans under the First Extension Loan can be settled in whole
warrants to purchase Class A ordinary shares at a conversion price equal to $1.00 per warrant upon maturity or prepayment of the
First Extension Loan. The loans under the First Extension Loan will not bear any interest and will be repayable by the Company
to the Sponsor upon the earlier of the date by which the Company must complete an initial Business Combination and the consummation
of the Company’s initial Business Combination. The maturity date of the First Extension Loan may be accelerated upon the
occurrence of an Event of Default (as defined therein). Any outstanding principal under the First Extension Loan may be prepaid
at any time by the Company, at its election and without penalty.
Pursuant
to the convertible promissory note dated as of August 9, 2023 (the “Second Extension Loan”), the Sponsor has agreed
that it will contribute to the Company as a loan (each loan being referred to herein as a “Contribution”) the lesser
of (A) $0.03 for each Public Share that was not redeemed in connection with the Special Meeting and (B) $350,000, for each month
(or a pro rata portion thereof if less than a month) until the earlier of (i) the date of the extraordinary general meeting held
in connection with the shareholder vote to approve an initial Business Combination and (ii) August 9, 2024. The maximum aggregate
amount of all Contributions will not exceed $4,200,000, and the Contributions will be deposited into the Trust Account. Up to $1,500,000
of the Contributions can be settled in whole warrants to purchase Class A ordinary shares of the Company at a conversion price
equal to $1.00 per warrant. The Contributions will not bear any interest and will be repayable by the Company to the Sponsor upon
the earlier of the date by which the Company must complete an initial Business Combination and the consummation of the Company’s
initial Business Combination. The Company’s board of directors will have the sole discretion whether to continue extending
until August 9, 2024, and if the Company’s board of directors determines not to continue extending for additional months,
the Sponsor’s obligation to make additional Contributions will terminate. If this occurs, the Company would wind up the Company’s
affairs and redeem 100% of the outstanding Public Shares in accordance with the procedures set forth in the Charter. The maturity
date of the Second Extension Loan may be accelerated upon the occurrence of an Event of Default (as defined therein). Any outstanding
principal under the Second Extension Loan may be prepaid at any time by the Company, at its election and without penalty.
On
August 9, 2023, August 31, 2023 and September 29, 2023, the Sponsor made contributions of approximately $, $ and
$, respectively, to the Trust Account under the Second Extension Loan. As of September 30, 2023 and December 31,
2022, there was $948,387 and $0 outstanding under the Second Extension Loan, respectively, and is included in convertible promissory
notes - related party on the accompanying condensed balance sheets.
Fair
Values
Management
has elected the fair value option for the notes and the notes are measured at fair value at issuance and at each reporting date.
At September 30, 2023, the fair value of the notes were $3,627,816, which resulted in a change in fair value of the note of
$807,373 for the nine months ended September 30, 2023, of which $72,097 is reflected on the condensed statements of operations
and $934,774, which is the proceeds in excess of fair value, is reflected on the condensed statements of changes in shareholders’
deficit.
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- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.23.3
COMMITMENTS AND CONTINGENCIES
|
9 Months Ended |
Sep. 30, 2023 |
Commitments and Contingencies Disclosure [Abstract] |
|
COMMITMENTS AND CONTINGENCIES |
NOTE
6. |
COMMITMENTS
AND CONTINGENCIES |
Registration
Rights
The
holders of the Founder Shares, Private Placement Units and warrants that may be issued upon conversion of Working Capital Loans
and First Extension Loan (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued
upon conversion of the Working Capital Loans and, First Extension Loan and the Second Extension Loan, and upon conversion of the
Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on
the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of
the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make
up to three demands, excluding short form registration 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 completion
of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under
the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit
any registration or cause any registration statement to become effective until the securities covered thereby are released from
their lock-up restrictions. 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 from the date of the Initial Public Offering to purchase up to 4,125,000 additional
Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.
The
underwriter was entitled to a cash underwriting discount of $0.20 per Unit, or $6,000,000 which was paid upon the closing of the
Initial Public Offering. In addition, the underwriter will be entitled to a deferred fee of $0.35 per Unit, or $10,500,000. 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.
On
November 9, 2021, the underwriter purchased an additional 2,500,000 Option Units pursuant to the partial exercise of the over-allotment
option. The Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company
of $25,000,000. Upon expiration of the option in December 2021, 1,625,000 Class A shares eligible for purchase on the over-allotment
option expired and the Sponsor forfeited 406,250 Founder Shares pursuant to the terms of the underwriting agreement.
Forward
Purchase Agreement
The
Company entered into a forward purchase agreement on November 4, 2021, (a “Forward Purchase Agreement”) with an
affiliate of the Sponsor, Orion Mine Finance Fund III LP (“Orion Mine Finance”), which, subject to the approval of
Orion Mine Finance’s investment committee as well as customary closing conditions, will provide for the purchase of up to
5,000,000 units, with each unit consisting of one Class A ordinary share (the “forward purchase shares”) and one-half
of one redeemable warrant (the “forward purchase warrants”) to purchase one Class A ordinary share, at $11.50 per share,
subject to adjustment, for a purchase price of $10.00 per unit, in a private placement to occur in connection with the closing
of a Business Combination.
The
forward purchase warrants will entitle the holder thereof to purchase one Class A ordinary share at $11.50 per share and will have
the same terms as the Private Placement Warrants so long as they are held by the affiliate of our sponsor or its permitted transferees,
and the forward purchase shares will be identical to the Class A ordinary shares included in the Units which were sold in the Initial
Public Offering, except the forward purchase shares will be subject to transfer restrictions and certain registration rights.
Orion
Mine Finance’s commitment to purchase securities pursuant to the Forward Purchase Agreement is intended to provide the Company
with a minimum funding level for a Business Combination. The proceeds from the sale of the forward purchase securities may be used as
part of the consideration to the sellers in a Business Combination, expenses in connection with a Business Combination or for working
capital in the post-transaction company.
The
Company classifies the Forward Purchase Agreement as a liability upon execution of the agreement, in accordance with the guidance
contained in ASC 815-40, at its fair value and will allocate a portion of the proceeds from the issuance of the Units equal to
its fair value determined by the modified Black Scholes model. This liability is subject to re-measurement at each balance sheet
date. With each such re-measurement, the liability will be adjusted to fair value, with the change in fair value recognized in
the Company’s statements of operations. Upon issuance of the Forward Purchase Agreement, the Company recorded a derivative
liability of $453,701. As of September 30, 2023 and December 31, 2022, the fair value of the Forward Purchase Agreement
was $5,338,558 and $2,045,845, respectively, which is included in derivative liabilities on the balance sheets. The Company will
reassess the classification at each balance sheet date. If the classification changes as a result of events during the period,
the Forward Purchase Agreement will be reclassified as of the date of the event that causes the reclassification.
During
the three and nine months ended September 30, 2023, the Company recorded loss of $3,390,376 and $5,177,713 and $981,288 and
$1,035,001, during the three and nine months ended September 30, 2022, respectively, for the change in fair value which is
included in change in fair value of derivative liabilities on the accompanying statements of operations.
Vendor
Agreements
As
of September 30, 2023 and December 31, 2022, the Company had incurred legal fees related to the Initial Public Offering
and general corporate services of approximately $807,470 and $584,300, respectively. Approximately $378,300 of these fees will
only become due and payable upon the consummation of a Business Combination. The outstanding balance of the legal fees is in accrued
offering costs of approximately $378,300 and accounts payable and accrued expenses of approximately $429,100 on the accompanying
balance sheets.
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- DefinitionThe entire disclosure for commitments and contingencies.
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v3.23.3
SHAREHOLDERS’ DEFICIT
|
9 Months Ended |
Sep. 30, 2023 |
Equity [Abstract] |
|
SHAREHOLDERS’ DEFICIT |
NOTE
7. |
SHAREHOLDERS’
DEFICIT |
Preferred
Shares - The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share. As of September 30,
2023 and December 31, 2022, there were no preference shares issued or outstanding.
Class
A Ordinary Shares - The Company is authorized to issue 500,000,000 of Class A ordinary shares with a par value of $0.0001 per share.
Holders of Class A ordinary shares are entitled to one vote for each share. As of September 30, 2023 and December 31,
2022, there were 24,570,033 and 30,000,000 shares of Class A ordinary shares issued and outstanding and classified in temporary
equity on the balance sheets, respectively.
Class
B Ordinary Shares - The Company is authorized to issue 50,000,000 of Class B ordinary shares with a par value of $0.0001 per share.
Holders of Class B ordinary shares are entitled to one vote for each share. As of September 30, 2023 and December 31,
2022, there were 7,500,000 Class B ordinary shares issued and outstanding.
Only
holders of the Class B ordinary shares will have the right to vote on the appointment of directors prior to the Business Combination.
Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted
to a vote of our shareholders except as otherwise required by law. In connection with our initial Business Combination, we may
enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for
voting or other corporate governance arrangements that differ from those in effect upon completion of the Initial Public Offering.
The
Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at
the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked
securities, are issued or deemed issued in excess of the amounts issued in the Initial Public 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 then-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 Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a
Business Combination (net of the number of Class A ordinary shares redeemed in connection with a Business Combination), excluding any
shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination.
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v3.23.3
WARRANTS
|
9 Months Ended |
Sep. 30, 2023 |
Guarantees and Product Warranties [Abstract] |
|
WARRANTS |
Public
Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units
and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion
of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five
years after the completion of a Business Combination or earlier upon redemption or liquidation.
The
Company will not be obligated to deliver any Class A ordinary share pursuant to the exercise of a warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary
shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares
is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration
is available. 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 residence 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 20 business days after the closing of a Business Combination,
the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination
to have declared effective, a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise
of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are
redeemed. Notwithstanding the above, if the Class A ordinary share is at the time of any exercise of a warrant not listed on a
national securities exchange such that it satisfies the definition of a “covered security” under 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, the Company will not be required to file or maintain in effect a registration statement, but 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.
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 Public Warrants:
|
● |
in
whole and not in part; |
|
● |
at
a price of $0.01 per Public Warrant; |
|
● |
upon
a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and |
|
● |
if,
and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted
for share sub-divisions, share dividends, reorganization, recapitalizations and the like) for any 10 trading days within
a 20-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption
to warrant holders. |
If
and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register
or qualify the underlying securities for sale under all applicable state securities laws.
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 provided that the holder will be able to exercise their warrants on cashless basis prior to
redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary
shares; |
|
● |
upon
a minimum of 30 days’ prior written notice of redemption; |
|
● |
if,
and only if, the last reported sale price of the Class A ordinary share equals or exceeds $10.00 per share (as adjusted for
share sub-divisions, share dividends, reorganization, recapitalizations and the like) for any 10 trading days within a 20-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant
holders; and |
|
● |
if,
and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of Class
A ordinary shares) as the outstanding public warrants, as described above. |
If
the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder
that wishes 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 share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.
However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below
its exercise price. 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive
any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly,
the Public Warrants may expire worthless.
The
Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering,
except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement
Warrants will not be transferable, assignable or saleable 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 be non-redeemable,
except as described above, 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.
The
Company accounts for the 29,000,000 warrants issued in connection with the Initial Public Offering (including 15,000,000 Public Warrants
and 14,000,000 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 liability. The Private Placement
Warrants do not meet the criteria for equity treatment under ASC 815-40 because the Private Warrants include a provision that provides
for potential changes to the settlement amounts dependent upon the characteristics of the holder of the Private Placement Warrant and
the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. The Public Warrants do not
meet the criteria for equity treatment under ASC 815-40 because the Public Warrants include a tender provision that would entitle all
of the Public Warrant holders to cash while less than all of the shareholders are entitled to cash. Upon issuance of the derivative Warrants,
the Company recorded a liability of $37,584,000 on the balance sheet.
|
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- DefinitionThe entire disclosure for standard and extended product warranties and other product guarantee contracts, including a tabular reconciliation of the changes in the guarantor's aggregate product warranty liability for the reporting period.
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v3.23.3
FAIR VALUE MEASUREMENTS
|
9 Months Ended |
Sep. 30, 2023 |
Fair Value Disclosures [Abstract] |
|
FAIR VALUE MEASUREMENTS |
NOTE
9. |
FAIR
VALUE MEASUREMENTS |
The
Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value
at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.
The
fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company
would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an
orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets
and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and
to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).
The
following table presents information about the Company’s assets and liabilities that are measured at fair value at September 30,
2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine
such fair value:
Schedule of Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value on a Recurring basis | |
| | |
| | | |
| | |
Description | |
Level | | |
September 30, 2023 | | |
December 31, 2022 | |
Assets: | |
| | |
| | | |
| | |
Marketable securities held in the Trust Account | |
1 | | |
$ | 266,639,182 | | |
$ | 310,488,798 | |
| |
| | |
| | | |
| | |
Liabilities: | |
| | |
| | | |
| | |
Convertible promissory notes - related party | |
3 | | |
$ | 3,627,816 | | |
$ | 236,300 | |
| |
| | |
| | | |
| | |
Warrant liability - Private Placement Warrants | |
2 | | |
| 2,310,000 | | |
| 1,400,000 | |
Warrant liability - Public Warrants | |
1 | | |
| 2,475,000 | | |
| 1,500,000 | |
Forward Purchase Agreement | |
3 | | |
| 5,338,558 | | |
| 2,045,845 | |
Total Derivative liabilities | |
| | |
$ | 10,123,558 | | |
$ | 4,945,845 | |
The
Convertible promissory notes - related party, the Public Warrants, the Private Placement Warrants and the Forward Purchase Agreement
were accounted for as liabilities in accordance with ASC 815-40 and are presented within convertible promissory notes and derivative
liabilities on the balance sheets. The convertible notes are measured at fair value at inception and on a recurring basis, with
changes in fair value presented within change in fair value of convertible notes in the statements of operations. The warrant liabilities
and Forward Purchase Agreement are measured at fair value at inception and on a recurring basis, with changes in fair value presented
within change in fair value of derivative liabilities in the statements of operations.
Upon
initial issuance and September 30, 2023, the Company used a modified Black Scholes model to value the Convertible Notes. As
of September 30, 2023 and December 31, 2022, the Convertible Notes were classified as Level 3 on the Fair Value Hierarchy.
Upon
initial issuance, the Public Warrants and the Private Placement Warrants used the Monte Carlo simulation model and the modified Black-Scholes
model, respectively The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A ordinary
share and one-half of one Public Warrant), (ii) the sale of Private Warrants, and (iii) the issuance of Class B ordinary shares, first
to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary
shares subject to possible redemption (temporary equity) and Class B ordinary shares (permanent equity) based on their relative fair
values at the initial measurement date. As of September 30, 2023 and December 31, 2022, the Public and Private Warrants were
valued using the publicly available price for the Warrant and are classified as Level 1 and Level 2, respectively, on the Fair Value
Hierarchy.
The
Forward Purchase Agreement was valued using a valuation method which considers the reconstructed unit price (the total fair value
of ordinary shares and half the Private Warrant value) and multiple assumptions such as risk-free rate and time to Initial Business
Combination. As of September 30, 2023 and December 31, 2022, the Forward Purchase Agreement was classified within Level
3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs.
The
table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and
liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended
September 30, 2023 and 2022:
Schedule of financial assets and liabilities measured at fair value on a recurring basis | |
| | |
| |
Fair Value Measurement Using Level 3 Inputs Total | |
Balance, Fair value at December 31, 2022 | |
$ | 2,282,145 | |
Issuance of convertible promissory note - related party | |
| 250,000 | |
Proceeds in excess of fair value | |
| (53,009 | ) |
Change in fair value of convertible promissory note - related party | |
| 1,168 | |
Change in fair value of forward purchase agreement | |
| 732,512 | |
Balance, March 31, 2023 | |
| 3,212,816 | |
Issuance of convertible promissory note - related party | |
| 3,000,000 | |
Proceeds in excess of fair value | |
| (639,640 | ) |
Change in fair value of convertible promissory note - related party | |
| 25,624 | |
Change in fair value of forward purchase agreement | |
| 935,925 | |
Balance, June 30, 2023 | |
| 6,534,725 | |
Issuance of convertible promissory notes - related party | |
| 1,148,387 | |
Proceeds in excess of fair value | |
| (242,125 | ) |
Change in fair value of convertible promissory notes - related party | |
| (98,889 | ) |
Change in fair value of forward purchase agreement | |
| 1,624,276 | |
Balance, September 30, 2023 | |
$ | 8,966,374 | |
| |
| | |
| |
Fair Value Measurement Using Level 3 Inputs Total | |
Balance, Fair value at December 31, 2021 | |
$ | 670,221 | |
Change in fair value of forward purchase agreement | |
| 46,917 | |
Balance, March 31, 2022 | |
| 717,138 | |
Proceeds received from issuance of convertible note | |
| 300,000 | |
Change in fair value of convertible promissory note - related party | |
| (74,277 | ) |
Change in fair value of forward purchase agreement | |
| 6,796 | |
Balance, June 30, 2022 | |
| 949,657 | |
Change in fair value of convertible promissory notes - related party | |
| 9,118 | |
Change in fair value of forward purchase agreement | |
| 981,288 | |
Balance, September 30, 2022 | |
$ | 1,940,063 | |
The
key inputs into the discount model for the Convertible Promissory Notes were as follows:
Schedule of Fair Value of Assets and Liabilities Valuation Techniques and Measurement Inputs | |
| |
|
| |
September 30, 2023 | |
December 31, 2022 |
Volatility | |
169.44 -338.87% | |
9.24 - 175.59% |
Risk-free interest rate | |
5.541% | |
2.58 - 4.66% |
Expected life of convertible promissory notes | |
0.69 years | |
0.42 - 0.78 years |
Dividend yield | |
0% | |
0% |
Probability of business combination | |
80.0% | |
80.0% |
The
key inputs into the discount model for the Forward Purchase Agreement were as follows:
| |
September 30, 2023 | |
December 31, 2022 |
Risk-free interest rate | |
5.50% | |
4.66% |
Expected life of forward purchase agreement | |
0.69 years | |
0.42 years |
Dividend yield | |
0% | |
0% |
Probability of business combination | |
80.0% | |
80.0% |
The
following table provides a summary of the changes in the fair value of the Company’s financial instruments that are measured
at fair value on a recurring basis:
Schedule of changes in the fair value of the warrants measured on recurring basis | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
Convertible Promissory Notes | | |
Private Placement Warrants | | |
Public Warrants | | |
Forward Purchase Agreement | | |
Total | |
Fair value at December 31, 2022 | |
$ | 236,300 | | |
$ | 1,400,000 | | |
$ | 1,500,000 | | |
$ | 2,045,845 | | |
$ | 5,182,145 | |
Proceeds received from issuance of convertible note | |
| 250,000 | | |
| - | | |
| - | | |
| - | | |
| 250,000 | |
Proceeds in excess of fair value | |
| (53,009 | ) | |
| - | | |
| - | | |
| - | | |
| (53,009 | ) |
Change in fair value | |
| 1,168 | | |
| 448,000 | | |
| 480,000 | | |
| 732,512 | | |
| 1,661,680 | |
Fair value at March 31, 2023 | |
$ | 434,459 | | |
$ | 1,848,000 | | |
$ | 1,980,000 | | |
$ | 2,778,357 | | |
$ | 7,040,816 | |
Proceeds received from issuance of convertible note | |
| 3,000,000 | | |
| - | | |
| - | | |
| - | | |
| 3,000,000 | |
Proceeds in excess of fair value | |
| (639,640 | ) | |
| - | | |
| - | | |
| - | | |
| (639,640 | ) |
Change in fair value | |
| 25,624 | | |
| (390,600 | ) | |
| (418,500 | ) | |
| 935,925 | | |
| 152,449 | |
Fair value at June 30, 2023 | |
$ | 2,820,443 | | |
$ | 1,457,400 | | |
$ | 1,561,500 | | |
$ | 3,714,282 | | |
$ | 9,553,625 | |
Proceeds received from issuance of convertible notes | |
| 1,148,387 | | |
| | | |
| | | |
| | | |
| 1,148,387 | |
Proceeds in excess of fair value | |
| (242,125 | ) | |
| | | |
| | | |
| | | |
| (242,125 | ) |
Change in fair value | |
| (98,889 | ) | |
| 852,600 | | |
| 913,500 | | |
| 1,624,276 | | |
| 3,291,487 | |
Fair value at September 30, 2023 | |
$ | 3,627,816 | | |
$ | 2,310,000 | | |
$ | 2,475,000 | | |
$ | 5,338,558 | | |
$ | 13,751,374 | |
|
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- DefinitionThe entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.
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v3.23.3
SUBSEQUENT EVENTS
|
9 Months Ended |
Sep. 30, 2023 |
Subsequent Events [Abstract] |
|
SUBSEQUENT EVENTS |
NOTE
10. |
SUBSEQUENT
EVENTS |
The
Company’s management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the
date financial statements were issued. Based upon this review, other than disclosed below, the Company did not identify any subsequent
events that would have required adjustment or disclosure in the condensed financial statements.
On
October 31, 2023, the Sponsor made a contribution of $ to the Trust Account under the Second Extension Loan.
|
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- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
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v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
9 Months Ended |
Sep. 30, 2023 |
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 (“US GAAP”) and pursuant to the rules and regulations of the SEC.
Certain
information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed.
As such, the information included in these financial statements should be read in conjunction with the Company’s Annual Report
on Form 10-K, as filed with the SEC on March 27, 2023. In the opinion of the Company’s management, these condensed financial
statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s
financial position as of September 30, 2023 and the Company’s results of operations and cash flows for the periods presented.
The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results
to be expected for the full year ending December 31, 2023.
|
Emerging Growth Company |
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 |
Use
of Estimates
The
preparation of the financial statements in conformity with US GAAP requires the Company’s management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of 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. The Company’s significant
estimates and assumptions include the fair value of the related party convertible notes and the change in fair value of the derivative
liabilities. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates.
Although the Company believes that its estimates and assumptions are reasonable, they are based upon information available at the
time the estimates and assumptions were made. Actual results could differ from those estimates.
|
Investments held in Trust Account |
Investments
held in Trust Account
At
September 30, 2023 and December 31, 2022, the Company had approximately $266.6 million and $310.5 million in treasury
securities held in the Trust Account, respectively. The Company’s portfolio of investments held in the Trust Account are
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 selected by
the Company meeting the conditions of Rule 2a-7 of the Investment Company Act.
|
Class A ordinary shares subject to possible redemption |
Class
A ordinary shares subject to possible redemption
The
Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing
Liabilities from Equity”. Ordinary shares subject to mandatory redemption are classified as a liability instrument and
are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights
that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within
the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’
equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered by the Company to be
outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30,
2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption in the amount of approximately $266,600,000
and $310,500,000 are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance
sheets, respectively.
The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of
Class A ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the
Initial Public Offering, the Company recognized a remeasurement adjustment from initial book value to redemption amount value.
The change in the carrying value of the redeemable Class A ordinary shares resulted in charges against additional paid-in capital
and accumulated deficit.
|
Business Combination Period Extension |
Business
Combination Period Extension
In
connection with the Company’s extraordinary general meeting held on August 7, 2023 (the “Special Meeting”),
the Company’s shareholders approved: (1) a special resolution to amend the Company’s amended and restated memorandum
and articles of association (the “Charter”) to extend the date by which the Company must either consummate an initial
Business Combination or (i) cease its operations, except for the purpose of winding up if it fails to complete an initial Business
Combination and (ii) redeem all of the Class A ordinary shares (the “Public Shares”) included as part of the units
sold in the Company’s initial public offering, from August 9, 2023 to August 9, 2024 (the “Extension Amendment”);
and (2) a special resolution to amend the Charter to eliminate from the Charter the limitation that the Company may not redeem
Public Shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions (the
“Redemption Limitation”) in order to allow the Company to redeem Public Shares irrespective of whether such redemption
would exceed the Redemption Limitation (the “Redemption Limitation Amendment” and, together with the Extension Amendment,
the “Charter Amendments”).
The
Charter Amendments became effective on August 8, 2023.
|
Redemption of Class A Ordinary Shares |
Redemption
of Class A Ordinary Shares
In
connection with the vote to approve the Charter Amendments, the holders of 5,429,967 Class A ordinary shares properly exercised
their right to redeem their shares for cash at a redemption price of approximately $10.73 per share, for an aggregate redemption
amount of approximately $58,279,780, leaving approximately $263,710,000 in the Trust Account.
|
Net (loss) income per share |
Net
(loss) income per share
Net
(loss) income per share is computed by dividing net income by the weighted average number of ordinary shares during the period.
The Company applies the two-class method in calculating earnings per share. Earnings are shared pro rata between the two classes
of shares. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection
with the (i) Initial Public Offering, (ii) Private Placement and (iii) embedded conversion feature of the related party convertible
promissory notes, since the strike prices of these instruments are out of the money. As a result, diluted earnings per ordinary
share is the same as basic earnings per ordinary share for the periods presented. The warrants are exercisable to purchase 15,000,000
Class A ordinary shares in the aggregate.
The
following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share
amounts):
Scheduled of basic and diluted net loss per share | |
| | | |
| | |
| |
Three months Ended September 30, 2023 | | |
Three months Ended September 30, 2022 | |
Class A ordinary shares | |
| | | |
| | |
Numerator; Loss allocable to Class A ordinary shares | |
$ | (161,811 | ) | |
$ | (1,600,746 | ) |
Denominator: | |
| | | |
| | |
Basic and diluted weighted average shares outstanding | |
| 27,016,502 | | |
| 30,000,000 | |
Basic and diluted net loss per ordinary share | |
$ | (0.01 | ) | |
$ | (0.05 | ) |
| |
| | | |
| | |
Class B ordinary shares | |
| | | |
| | |
Numerator: Loss allocable to Class B ordinary shares | |
$ | (44,920 | ) | |
$ | (400,186 | ) |
Denominator: | |
| | | |
| | |
Basic and diluted weighted average shares outstanding | |
| 7,500,000 | | |
| 7,500,000 | |
Basic and diluted net loss per share, Class B ordinary share | |
$ | (0.01 | ) | |
$ | (0.05 | ) |
| |
Nine months Ended September 30, 2023 | | |
Nine months Ended September 30, 2022 | |
Class A ordinary shares | |
| | | |
| | |
Numerator; Income allocable to Class A ordinary shares | |
$ | 3,463,594 | | |
$ | 6,907,583 | |
Denominator: | |
| | | |
| | |
Basic and diluted weighted average shares outstanding | |
| 29,005,501 | | |
| 30,000,000 | |
Basic and diluted net income per ordinary share | |
$ | 0.12 | | |
$ | 0.23 | |
| |
| | | |
| | |
Class B ordinary shares | |
| | | |
| | |
Numerator: Income allocable to Class B ordinary shares | |
$ | 895,587 | | |
$ | 1,726,896 | |
Denominator: | |
| | | |
| | |
Basic and diluted weighted average shares outstanding | |
| 7,500,000 | | |
| 7,500,000 | |
Basic and diluted net income per share, Class B ordinary share | |
$ | 0.12 | | |
$ | 0.23 | |
|
Concentration of Credit Risk |
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution
which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts
and management believes the Company is not exposed to significant risks on such accounts.
|
Income Taxes |
Income
Taxes
The
Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.”
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between
the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to
reduce deferred tax assets to the amount expected to be realized.
ASC
740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely
than not to be sustained upon examination by taxing authorities. 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 as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under
review that could result in significant payments, accruals or material deviation from its position.
There
is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations,
income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.
|
Convertible Promissory Notes |
Convertible
Promissory Notes
The
Company accounts for their convertible promissory notes under ASC 815, “Derivatives and Hedging” (“ASC
815”). Under ASC 815-15-25, the election can be at the inception of a financial instrument to account for the instrument
under the fair value option under ASC 825. The Company has made such election for their convertible promissory notes. Using the
fair value option, the convertible promissory notes are required to be recorded at its initial fair value on the date of issuance,
and each balance sheet date thereafter. Changes in the estimated fair value of the notes are recognized as a non-cash gain or loss
on the statements of operations.
|
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.” The Company’s derivative
instruments are recorded at fair value as of the closing date of the Initial Public Offering (November 9, 2021) and re-valued
at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities
are classified on 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 has determined the public warrants, the Private
Placement Warrants and the Forward Purchase Agreement are derivative instruments. As the public warrants, the Private Placement
Warrants and the Forward Purchase Agreement meet the definition of a derivative, the public warrants, the Private Placement Warrants
and Forward Purchase Agreement are measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair
Value Measurement, with changes in fair value recognized in the statements of operations in the period of change.
|
Warrant Instruments |
Warrant
Instruments
The
Company accounts for the public warrants, the Private Placement Warrants and the Forward Purchase Agreement issued in connection with
the Initial Public Offering and the Private Placement in accordance with the guidance contained in ASC 815, “Derivatives and
Hedging” whereby under that provision, the public warrants, the Private Placement Warrants and the Forward Purchase Agreement
do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instruments
and the forward purchase as liabilities at fair value and adjust the instrument to fair value at each reporting period. These liabilities
will be re-measured at each balance sheet date until the public warrants, the Private Placement Warrants and the Forward Purchase Agreement
are exercised or expire, and any change in fair value will be recognized in the Company’s statements of operations. The fair value
of the public warrants and the Private Placement Warrants were estimated at issuance using the Monte Carlo simulation model and the modified
Black-Scholes model, respectively. The Forward Purchase Agreement was valued using a valuation model that factors in certain assumptions
such as the probability of Business Combination, risk free rate and expected period until Business Combination. The valuation models
utilize inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification
is also subject to re-evaluation at each reporting period. The Public and Private Warrants will be valued at each reporting period using
the publicly available price for the Warrant.
|
Fair Value Measurements |
Fair
Value Measurements
Fair
value is defined as the price that would be received for sale of an asset or paid to transfer a liability, in an orderly transaction
between market participants at the measurement date. US 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 (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. |
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 balance sheets, primarily due to their short-term
nature, except for the convertible promissory notes, warrant liabilities and the Forward Purchase Agreement (see Note 9).
|
Recent Accounting Standards |
Recent
Accounting Standards
Management
does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material
effect on the Company’s financial statements.
|
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v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Accounting Policies [Abstract] |
|
Scheduled of basic and diluted net loss per share |
Scheduled of basic and diluted net loss per share | |
| | | |
| | |
| |
Three months Ended September 30, 2023 | | |
Three months Ended September 30, 2022 | |
Class A ordinary shares | |
| | | |
| | |
Numerator; Loss allocable to Class A ordinary shares | |
$ | (161,811 | ) | |
$ | (1,600,746 | ) |
Denominator: | |
| | | |
| | |
Basic and diluted weighted average shares outstanding | |
| 27,016,502 | | |
| 30,000,000 | |
Basic and diluted net loss per ordinary share | |
$ | (0.01 | ) | |
$ | (0.05 | ) |
| |
| | | |
| | |
Class B ordinary shares | |
| | | |
| | |
Numerator: Loss allocable to Class B ordinary shares | |
$ | (44,920 | ) | |
$ | (400,186 | ) |
Denominator: | |
| | | |
| | |
Basic and diluted weighted average shares outstanding | |
| 7,500,000 | | |
| 7,500,000 | |
Basic and diluted net loss per share, Class B ordinary share | |
$ | (0.01 | ) | |
$ | (0.05 | ) |
| |
Nine months Ended September 30, 2023 | | |
Nine months Ended September 30, 2022 | |
Class A ordinary shares | |
| | | |
| | |
Numerator; Income allocable to Class A ordinary shares | |
$ | 3,463,594 | | |
$ | 6,907,583 | |
Denominator: | |
| | | |
| | |
Basic and diluted weighted average shares outstanding | |
| 29,005,501 | | |
| 30,000,000 | |
Basic and diluted net income per ordinary share | |
$ | 0.12 | | |
$ | 0.23 | |
| |
| | | |
| | |
Class B ordinary shares | |
| | | |
| | |
Numerator: Income allocable to Class B ordinary shares | |
$ | 895,587 | | |
$ | 1,726,896 | |
Denominator: | |
| | | |
| | |
Basic and diluted weighted average shares outstanding | |
| 7,500,000 | | |
| 7,500,000 | |
Basic and diluted net income per share, Class B ordinary share | |
$ | 0.12 | | |
$ | 0.23 | |
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v3.23.3
FAIR VALUE MEASUREMENTS (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Fair Value Disclosures [Abstract] |
|
Schedule of Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value on a Recurring basis |
Schedule of Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value on a Recurring basis | |
| | |
| | | |
| | |
Description | |
Level | | |
September 30, 2023 | | |
December 31, 2022 | |
Assets: | |
| | |
| | | |
| | |
Marketable securities held in the Trust Account | |
1 | | |
$ | 266,639,182 | | |
$ | 310,488,798 | |
| |
| | |
| | | |
| | |
Liabilities: | |
| | |
| | | |
| | |
Convertible promissory notes - related party | |
3 | | |
$ | 3,627,816 | | |
$ | 236,300 | |
| |
| | |
| | | |
| | |
Warrant liability - Private Placement Warrants | |
2 | | |
| 2,310,000 | | |
| 1,400,000 | |
Warrant liability - Public Warrants | |
1 | | |
| 2,475,000 | | |
| 1,500,000 | |
Forward Purchase Agreement | |
3 | | |
| 5,338,558 | | |
| 2,045,845 | |
Total Derivative liabilities | |
| | |
$ | 10,123,558 | | |
$ | 4,945,845 | |
|
Schedule of financial assets and liabilities measured at fair value on a recurring basis |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | |
| | |
| |
Fair Value Measurement Using Level 3 Inputs Total | |
Balance, Fair value at December 31, 2022 | |
$ | 2,282,145 | |
Issuance of convertible promissory note - related party | |
| 250,000 | |
Proceeds in excess of fair value | |
| (53,009 | ) |
Change in fair value of convertible promissory note - related party | |
| 1,168 | |
Change in fair value of forward purchase agreement | |
| 732,512 | |
Balance, March 31, 2023 | |
| 3,212,816 | |
Issuance of convertible promissory note - related party | |
| 3,000,000 | |
Proceeds in excess of fair value | |
| (639,640 | ) |
Change in fair value of convertible promissory note - related party | |
| 25,624 | |
Change in fair value of forward purchase agreement | |
| 935,925 | |
Balance, June 30, 2023 | |
| 6,534,725 | |
Issuance of convertible promissory notes - related party | |
| 1,148,387 | |
Proceeds in excess of fair value | |
| (242,125 | ) |
Change in fair value of convertible promissory notes - related party | |
| (98,889 | ) |
Change in fair value of forward purchase agreement | |
| 1,624,276 | |
Balance, September 30, 2023 | |
$ | 8,966,374 | |
| |
| | |
| |
Fair Value Measurement Using Level 3 Inputs Total | |
Balance, Fair value at December 31, 2021 | |
$ | 670,221 | |
Change in fair value of forward purchase agreement | |
| 46,917 | |
Balance, March 31, 2022 | |
| 717,138 | |
Proceeds received from issuance of convertible note | |
| 300,000 | |
Change in fair value of convertible promissory note - related party | |
| (74,277 | ) |
Change in fair value of forward purchase agreement | |
| 6,796 | |
Balance, June 30, 2022 | |
| 949,657 | |
Change in fair value of convertible promissory notes - related party | |
| 9,118 | |
Change in fair value of forward purchase agreement | |
| 981,288 | |
Balance, September 30, 2022 | |
$ | 1,940,063 | |
|
Schedule of Fair Value of Assets and Liabilities Valuation Techniques and Measurement Inputs |
Schedule of Fair Value of Assets and Liabilities Valuation Techniques and Measurement Inputs | |
| |
|
| |
September 30, 2023 | |
December 31, 2022 |
Volatility | |
169.44 -338.87% | |
9.24 - 175.59% |
Risk-free interest rate | |
5.541% | |
2.58 - 4.66% |
Expected life of convertible promissory notes | |
0.69 years | |
0.42 - 0.78 years |
Dividend yield | |
0% | |
0% |
Probability of business combination | |
80.0% | |
80.0% |
The
key inputs into the discount model for the Forward Purchase Agreement were as follows:
| |
September 30, 2023 | |
December 31, 2022 |
Risk-free interest rate | |
5.50% | |
4.66% |
Expected life of forward purchase agreement | |
0.69 years | |
0.42 years |
Dividend yield | |
0% | |
0% |
Probability of business combination | |
80.0% | |
80.0% |
|
Schedule of changes in the fair value of the warrants measured on recurring basis |
Schedule of changes in the fair value of the warrants measured on recurring basis | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
Convertible Promissory Notes | | |
Private Placement Warrants | | |
Public Warrants | | |
Forward Purchase Agreement | | |
Total | |
Fair value at December 31, 2022 | |
$ | 236,300 | | |
$ | 1,400,000 | | |
$ | 1,500,000 | | |
$ | 2,045,845 | | |
$ | 5,182,145 | |
Proceeds received from issuance of convertible note | |
| 250,000 | | |
| - | | |
| - | | |
| - | | |
| 250,000 | |
Proceeds in excess of fair value | |
| (53,009 | ) | |
| - | | |
| - | | |
| - | | |
| (53,009 | ) |
Change in fair value | |
| 1,168 | | |
| 448,000 | | |
| 480,000 | | |
| 732,512 | | |
| 1,661,680 | |
Fair value at March 31, 2023 | |
$ | 434,459 | | |
$ | 1,848,000 | | |
$ | 1,980,000 | | |
$ | 2,778,357 | | |
$ | 7,040,816 | |
Proceeds received from issuance of convertible note | |
| 3,000,000 | | |
| - | | |
| - | | |
| - | | |
| 3,000,000 | |
Proceeds in excess of fair value | |
| (639,640 | ) | |
| - | | |
| - | | |
| - | | |
| (639,640 | ) |
Change in fair value | |
| 25,624 | | |
| (390,600 | ) | |
| (418,500 | ) | |
| 935,925 | | |
| 152,449 | |
Fair value at June 30, 2023 | |
$ | 2,820,443 | | |
$ | 1,457,400 | | |
$ | 1,561,500 | | |
$ | 3,714,282 | | |
$ | 9,553,625 | |
Proceeds received from issuance of convertible notes | |
| 1,148,387 | | |
| | | |
| | | |
| | | |
| 1,148,387 | |
Proceeds in excess of fair value | |
| (242,125 | ) | |
| | | |
| | | |
| | | |
| (242,125 | ) |
Change in fair value | |
| (98,889 | ) | |
| 852,600 | | |
| 913,500 | | |
| 1,624,276 | | |
| 3,291,487 | |
Fair value at September 30, 2023 | |
$ | 3,627,816 | | |
$ | 2,310,000 | | |
$ | 2,475,000 | | |
$ | 5,338,558 | | |
$ | 13,751,374 | |
|
X |
- DefinitionTabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.
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v3.23.3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN (Details Narrative) - USD ($)
|
|
|
9 Months Ended |
|
May 08, 2023 |
Nov. 09, 2021 |
Sep. 30, 2023 |
Dec. 31, 2022 |
Cash |
|
|
$ 125,362
|
$ 109,595
|
Current portion of deferred underwriting commission |
|
|
$ 10,500,000
|
|
Prospective assets of acquiree as a percentage of fair value of assets in the trust account |
|
|
80.00%
|
|
Equity method investment ownership percentage |
|
|
50.00%
|
|
Per Share Value Of Restricted Assets |
|
|
$ 10.20
|
|
Sponsor [Member] |
|
|
|
|
Shares subject to forfeiture |
|
406,250
|
|
|
Redemptionof Class A Ordinary Shares [Member] |
|
|
|
|
Redemption of Class A Ordinary Shares description |
|
|
the holders of 5,429,967 Class A Ordinary Shares properly exercised their right to
redeem their shares for cash at a redemption price of approximately $10.73 per share, for an aggregate redemption amount of approximately
$58,279,780, leaving approximately $263,710,000 in the Company’s trust account.
|
|
Second Extension Loan [Member] |
|
|
|
|
Convertible promissory note description |
|
|
(A) $0.03 for each Public Share (as defined below) that was not redeemed in connection with the Special Meeting (as defined
below) and (B) $350,000, for each month (or a pro rata portion thereof if less than a month) until the earlier of (i) the date
of the extraordinary general meeting held in connection with the shareholder vote to approve an initial Business Combination and
(ii) August 9, 2024. The maximum aggregate amount of all Contributions will not exceed $4,200,000, and the Contributions will
be deposited into the Company’s trust account. Up to $1,500,000 of the Contributions can be settled in whole warrants to
purchase Class A Ordinary Shares of the Company at a conversion price equal to $1.00 per warrant. The Contributions will not bear
any interest and will be repayable by the Company to the Sponsor upon the earlier of the date by which the Company must complete
an initial Business Combination and the consummation of the Company’s initial Business Combination. The Company’s board
of directors will have the sole discretion whether to continue extending until August 9, 2024, and if the Company’s
board of directors determines not to continue extending for additional months, the Sponsor’s obligation to make additional
Contributions will terminate. If this occurs, the Company would wind up the Company’s affairs and redeem 100% of the outstanding
Public Shares in accordance with the procedures set forth in the Charter (as defined below). The maturity date of the Second Extension
Loan may be accelerated upon the occurrence of an Event of Default (as defined therein). Any outstanding principal under the Second
Extension Loan may be prepaid at any time by the Company, at its election and without penalty. On August 9, 2023, August 31, 2023 and September 29, 2023, the Sponsor made contributions of approximately $248,387, $350,000 and $350,000, respectively, to the Trust Account under the Second Extension Loan.
|
|
Private Placement Warrants [Member] |
|
|
|
|
Class of warrants and rights issued during the period |
|
14,000,000
|
|
|
Class of warrants and rights issued, price per warrant |
|
$ 1.00
|
|
|
Gross proceeds from private placement issue |
|
$ 14,000,000
|
|
|
Private Placement Warrants [Member] | Sposor [Member] |
|
|
|
|
Class of warrants and rights issued during the period |
|
11,300,000
|
|
|
Private Placement Warrants [Member] | Nathanael Abebe [Member] |
|
|
|
|
Class of warrants and rights issued during the period |
|
100,000
|
|
|
Private Placement Warrants [Member] | Christine Coignard [Member] |
|
|
|
|
Class of warrants and rights issued during the period |
|
35,000
|
|
|
Private Placement Warrants [Member] | Kelvin Dushnisky [Member] |
|
|
|
|
Class of warrants and rights issued during the period |
|
25,000
|
|
|
Private Placement Warrants [Member] | L Peter O Hagan [Member] |
|
|
|
|
Class of warrants and rights issued during the period |
|
200,000
|
|
|
Private Placement Warrants [Member] | Orion Mine Finance G P [Member] |
|
|
|
|
Class of warrants and rights issued during the period |
|
2,340,000
|
|
|
IPO [Member] |
|
|
|
|
Stock issued during period shares issued in initial public offering |
3,000,000
|
30,000,000
|
|
|
Gross proceeds from issuance of initial public offering |
|
$ 300,000,000
|
|
|
Transaction costs |
|
17,585,547
|
|
|
Underwriting fees |
|
6,000,000
|
|
|
Deferred underwriting fees |
|
10,500,000
|
|
|
Costs related to Initial Public Offering |
|
1,085,547
|
|
|
Sale of stock |
|
$ 306,000,000
|
|
|
Share Price |
|
$ 10.20
|
|
|
Over-Allotment Option [Member] |
|
|
|
|
Stock issued during period shares issued in initial public offering |
|
2,500,000
|
|
|
Gross proceeds from issuance of initial public offering |
|
$ 25,000,000
|
|
|
Ordinary Shares [Member] | IPO [Member] |
|
|
|
|
Stock issued during period shares issued in initial public offering |
|
27,500,000
|
|
|
Gross proceeds from issuance of initial public offering |
|
$ 275,000,000
|
|
|
X |
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v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Common Class A [Member] |
|
|
|
|
Allocation of net income, as adjusted |
$ (161,811)
|
$ (1,600,746)
|
$ 3,463,594
|
$ 6,907,583
|
Basic and diluted weighted average shares outstanding |
27,016,502
|
30,000,000
|
29,005,501
|
30,000,000
|
Basic and diluted net income per ordinary share |
$ (0.01)
|
$ (0.05)
|
$ 0.12
|
$ 0.23
|
Common Class B [Member] |
|
|
|
|
Allocation of net income, as adjusted |
$ (44,920)
|
$ (400,186)
|
$ 895,587
|
$ 1,726,896
|
Basic and diluted weighted average shares outstanding |
7,500,000
|
7,500,000
|
7,500,000
|
7,500,000
|
Basic and diluted net income per ordinary share |
$ (0.01)
|
$ (0.05)
|
$ 0.12
|
$ 0.23
|
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v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
|
9 Months Ended |
12 Months Ended |
Sep. 30, 2023 |
Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] |
|
|
Cash held in Trust Account |
$ 266,600,000
|
$ 310,500,000
|
Offering costs charged to shareholders equity |
266,600,000,000
|
310,500,000,000
|
Net tangible assets |
$ 5,000,001
|
|
Redemption price, per share |
$ 10.00
|
|
Warrant exercisable |
15,000,000
|
|
Federal Depository Insurance Corporation |
$ 250,000
|
|
Unrecognized tax benefits |
$ 0
|
$ 0
|
Redemptionof Class A Ordinary Shares [Member] |
|
|
Defined Benefit Plan Disclosure [Line Items] |
|
|
Number of shares exercised |
5,429,967
|
|
Redemption price, per share |
$ 10.73
|
|
Redemption amount |
$ 58,279,780
|
|
Redemption amount in trust account |
$ 263,710,000
|
|
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v3.23.3
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)
|
May 08, 2023 |
Nov. 09, 2021 |
Sep. 30, 2023 |
Subsidiary, Sale of Stock [Line Items] |
|
|
|
Common Stock, Par or Stated Value Per Share |
|
|
$ 0.10
|
IPO [Member] |
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
Stock shares issued during the period shares new issues |
3,000,000
|
30,000,000
|
|
Gross proceeds from initial public offering |
|
$ 300,000,000
|
|
Common Stock, Par or Stated Value Per Share |
|
$ 0.0001
|
|
Common Stock, Par or Stated Value Per Share |
|
$ 11.50
|
|
IPO [Member] | Ordinary Shares [Member] |
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
Stock shares issued during the period shares new issues |
|
27,500,000
|
|
Gross proceeds from initial public offering |
|
$ 275,000,000
|
|
Over-Allotment Option [Member] |
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
Stock shares issued during the period shares new issues |
|
2,500,000
|
|
Shares issued, price per share |
|
$ 10.00
|
|
Gross proceeds from initial public offering |
|
$ 25,000,000
|
|
X |
- DefinitionExercise price per share or per unit of warrants or rights outstanding.
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v3.23.3
PRIVATE PLACEMENT (Details Narrative) - Private Placement Warrants [Member]
|
Nov. 09, 2021
USD ($)
shares
|
Class of Warrant or Right [Line Items] |
|
Class of warrants and rights issued during the period |
14,000,000
|
Gross proceeds from private placement issue | $ |
$ 14,000,000
|
Sposor [Member] |
|
Class of Warrant or Right [Line Items] |
|
Class of warrants and rights issued during the period |
11,300,000
|
Nathanael Abebe [Member] |
|
Class of Warrant or Right [Line Items] |
|
Class of warrants and rights issued during the period |
100,000
|
Christine Coignard [Member] |
|
Class of Warrant or Right [Line Items] |
|
Class of warrants and rights issued during the period |
35,000
|
Kelvin Dushnisky [Member] |
|
Class of Warrant or Right [Line Items] |
|
Class of warrants and rights issued during the period |
25,000
|
L Peter O Hagan [Member] |
|
Class of Warrant or Right [Line Items] |
|
Class of warrants and rights issued during the period |
200,000
|
Orion Mine Finance G P [Member] |
|
Class of Warrant or Right [Line Items] |
|
Class of warrants and rights issued during the period |
2,340,000
|
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v3.23.3
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
|
|
|
|
|
1 Months Ended |
3 Months Ended |
9 Months Ended |
12 Months Ended |
|
|
|
|
|
Nov. 09, 2021 |
Nov. 04, 2021 |
Jul. 13, 2021 |
May 06, 2021 |
Oct. 16, 2021 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Sep. 29, 2023 |
Aug. 31, 2023 |
Aug. 09, 2023 |
Feb. 21, 2023 |
May 20, 2022 |
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative Fees Expense |
|
|
|
|
|
$ 30,000
|
$ 30,000
|
$ 90,000
|
$ 90,000
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
|
|
|
|
227,500
|
|
227,500
|
|
$ 137,500
|
|
|
|
|
|
Working Capital Loans |
|
|
|
|
|
|
|
|
|
|
$ 200,000
|
|
|
$ 250,000
|
|
Working Capital Loans |
|
|
|
|
|
$ 750,000
|
|
$ 750,000
|
|
300,000
|
|
|
|
|
|
Redemption price, per share |
|
|
|
|
|
$ 10.00
|
|
$ 10.00
|
|
|
|
|
|
|
|
Redemption percentage |
|
|
|
|
|
|
|
100.00%
|
|
|
|
|
|
|
|
FairvValue at issuance description |
|
|
|
|
|
|
|
At September 30, 2023, the fair value of the notes were $3,627,816, which resulted in a change in fair value of the note of
$807,373 for the nine months ended September 30, 2023, of which $72,097 is reflected on the condensed statements of operations
and $934,774, which is the proceeds in excess of fair value, is reflected on the condensed statements of changes in shareholders’
deficit.
|
|
|
|
|
|
|
|
Working Capital Loans [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, convertible, warrants issued |
|
|
|
|
|
$ 1,500,000
|
|
$ 1,500,000
|
|
|
|
|
|
|
|
Warrants issued price per warrant |
|
|
|
|
|
$ 1.00
|
|
$ 1.00
|
|
|
|
|
|
|
|
Working Capital Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 300,000
|
Sponsor [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Authorized for share dividend |
|
718,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of founder shares |
|
7,906,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares subject to forfeiture |
406,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related party cost |
|
|
|
|
|
|
|
$ 0
|
|
99,722
|
|
|
|
|
|
Sponsor [Member] | Common Class B [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Issued During Period, Shares, Issued for Services |
|
|
|
7,187,500
|
|
|
|
|
|
|
|
|
|
|
|
Stock Issued During Period, Value, Issued for Services |
|
|
|
$ 25,000
|
|
|
|
|
|
|
|
|
|
|
|
Christine Coignard [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares transferred |
|
|
35,000
|
|
17,500
|
|
|
|
|
|
|
|
|
|
|
Nathanael Abebe [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares transferred |
|
|
135,000
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
L Peter O Hagan [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares transferred |
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
Kelvin Dushnisky [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares transferred |
|
|
|
|
12,500
|
|
|
|
|
|
|
|
|
|
|
First Extension Loan [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible promissory note description |
|
|
|
|
|
|
|
the Sponsor advanced
$3,000,000 in connection with the extension of the period of time the Company has to consummate its initial Business Combination
from May 9, 2023 to August 9, 2023. Up to $3,000,000 of the loans under the First Extension Loan can be settled in whole
warrants to purchase Class A ordinary shares at a conversion price equal to $1.00 per warrant upon maturity or prepayment of the
First Extension Loan.
|
|
|
|
|
|
|
|
Second Extension Loans [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redemption price, per share |
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.03
|
|
|
Loans payable |
|
|
|
|
|
|
|
|
|
|
|
|
$ 350,000
|
|
|
Contribution from sponsor |
|
|
|
|
|
|
|
|
|
|
$ 350,000
|
$ 350,000
|
$ 248,387
|
|
|
Convertible promissory notes - related party |
|
|
|
|
|
$ 948,387
|
|
$ 948,387
|
|
$ 0
|
|
|
|
|
|
Class A Ordinary Shares [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate amount |
|
|
|
|
|
|
|
4,200,000
|
|
|
|
|
|
|
|
Purchase of warrants |
|
|
|
|
|
|
|
$ 1,500,000
|
|
|
|
|
|
|
|
Warrant price per share |
|
|
|
|
|
$ 1.00
|
|
$ 1.00
|
|
|
|
|
|
|
|
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v3.23.3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)
|
|
|
3 Months Ended |
9 Months Ended |
12 Months Ended |
May 08, 2023 |
Nov. 09, 2021 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
Net Loss |
|
|
$ 3,390,376
|
$ 981,288
|
$ 5,177,713
|
$ 1,035,001
|
|
Accrued offering costs |
|
|
378,300
|
|
378,300
|
|
|
Accounts payable and accrued expenses |
|
|
429,100
|
|
429,100
|
|
|
Forward Purchase Agreement [Member] |
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
Derivative liability issued |
|
|
|
|
453,701
|
|
|
Derivative liability issued |
|
|
|
|
$ 5,338,558
|
|
$ 2,045,845
|
Sponsor [Member] |
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
Shares subject to forfeiture |
|
406,250
|
|
|
|
|
|
Over-Allotment Option [Member] |
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
Stock issued during period shares issued in initial public offering |
|
2,500,000
|
|
|
|
|
|
Share price |
|
$ 10.00
|
|
|
|
|
|
Proceeds from issuance of common stock |
|
$ 25,000,000
|
|
|
|
|
|
Over-Allotment Option [Member] | Underwriting Agreement [Member] |
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
Additional units purchased |
|
|
|
|
4,125,000
|
|
|
Cash underwriting discount price |
|
|
|
|
$ 0.20
|
|
|
Payment of underwriting discount |
|
|
|
|
$ 6,000,000
|
|
|
Deferred underwriting fee price |
|
|
|
|
$ 0.35
|
|
|
Deferred underwriting fee |
|
|
$ 10,500,000
|
|
$ 10,500,000
|
|
|
IPO [Member] |
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
Stock issued during period shares issued in initial public offering |
3,000,000
|
30,000,000
|
|
|
|
|
|
Legal fees |
|
|
|
|
$ 807,470
|
|
$ 584,300
|
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v3.23.3
SHAREHOLDERS’ DEFICIT (Details Narrative) - $ / shares
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Class of Stock [Line Items] |
|
|
Preferred stock, shares authorized |
5,000,000
|
5,000,000
|
Preferred stock, Par value |
$ 0.0001
|
$ 0.0001
|
Preferred stock, shares issued |
0
|
0
|
Preferred stock, shares outstanding |
0
|
0
|
Common Class A [Member] |
|
|
Class of Stock [Line Items] |
|
|
Common stock, shares authorized |
500,000,000
|
500,000,000
|
Common stock, par or stated value per share |
$ 0.0001
|
$ 0.0001
|
Shares subject to possible redemption |
24,570,033
|
30,000,000
|
Common stock, shares, issued |
0
|
0
|
Common stock, shares, outstanding |
0
|
0
|
Common Class B [Member] |
|
|
Class of Stock [Line Items] |
|
|
Common stock, shares authorized |
50,000,000
|
50,000,000
|
Common stock, par or stated value per share |
$ 0.0001
|
$ 0.0001
|
Common stock, shares, issued |
7,500,000
|
7,500,000
|
Common stock, shares, outstanding |
7,500,000
|
7,500,000
|
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v3.23.3
FAIR VALUE MEASUREMENTS (Details) - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Marketable securities held in the Trust Account |
$ 266,639,182
|
$ 310,488,798
|
Convertible Debt |
3,627,816
|
236,300
|
Total Derivative liabilities |
10,123,558
|
4,945,845
|
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Marketable securities held in the Trust Account |
266,639,182
|
310,488,798
|
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Total Derivative liabilities |
2,475,000
|
1,500,000
|
Fair Value, Inputs, Level 3 [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Convertible Debt |
3,627,816
|
236,300
|
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Forward Purchase Agreement [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Total Derivative liabilities |
5,338,558
|
2,045,845
|
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|
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|
$ 1,400,000
|
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v3.23.3
FAIR VALUE MEASUREMENTS (Details 1) - USD ($)
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Sep. 30, 2022 |
Jun. 30, 2022 |
Mar. 31, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
|
|
|
|
|
|
Proceeds in excess of fair value |
$ 1,148,387
|
$ 3,000,000
|
$ 250,000
|
|
|
|
|
|
Change in fair value of convertible promissory notes - related party |
|
|
|
|
|
|
$ 72,097
|
$ 65,159
|
Forward Purchase Agreement [Member] | Fair Value, Inputs, Level 3 [Member] |
|
|
|
|
|
|
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
|
|
|
|
|
|
Balance, June 30, 2022 |
6,534,725
|
3,212,816
|
2,282,145
|
$ 949,657
|
$ 717,138
|
$ 670,221
|
2,282,145
|
670,221
|
Issuance of convertible promissory notes - related party |
1,148,387
|
3,000,000
|
250,000
|
|
|
|
|
|
Proceeds in excess of fair value |
(242,125)
|
(639,640)
|
(53,009)
|
|
|
|
|
|
Proceeds received from issuance of convertible note |
|
|
|
|
300,000
|
|
|
|
Change in fair value of convertible promissory notes - related party |
(98,889)
|
25,624
|
1,168
|
9,118
|
(74,277)
|
|
|
|
Change in fair value of forward purchase agreement |
1,624,276
|
935,925
|
732,512
|
981,288
|
6,796
|
46,917
|
|
|
Balance, September 30, 2022 |
$ 8,966,374
|
$ 6,534,725
|
$ 3,212,816
|
$ 1,940,063
|
$ 949,657
|
$ 717,138
|
$ 8,966,374
|
$ 1,940,063
|
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|
9 Months Ended |
12 Months Ended |
Sep. 30, 2023 |
Dec. 31, 2022 |
Measurement Input, Risk Free Interest Rate [Member] | Forward Purchase Agreement [Member] |
|
|
Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
Derivative Liability, Measurement Input |
5.50%
|
4.66%
|
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|
|
Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
Derivative Liability, Measurement Input |
0.69 years
|
0.42 years
|
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|
|
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|
|
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0%
|
0%
|
Probability Of Business Combination [Member] | Forward Purchase Agreement [Member] |
|
|
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|
|
Derivative Liability, Measurement Input |
80.0%
|
80.0%
|
Convertible Promissory Note [Member] | Measurement Input, Price Volatility [Member] |
|
|
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|
|
Derivative Liability, Measurement Input |
169.44 -338.87%
|
9.24 - 175.59%
|
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|
|
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|
|
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5.541%
|
2.58 - 4.66%
|
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|
|
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|
|
Derivative Liability, Measurement Input |
0.69 years
|
0.42 - 0.78 years
|
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|
|
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|
|
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|
0%
|
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|
|
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|
|
Derivative Liability, Measurement Input |
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|
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v3.23.3
FAIR VALUE MEASUREMENTS (Details 3) - USD ($)
|
3 Months Ended |
Sep. 30, 2023 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Debt Instrument [Line Items] |
|
|
|
Fair value at June 30, 2023 |
$ 9,553,625
|
$ 7,040,816
|
$ 5,182,145
|
Proceeds received from issuance of convertible notes |
1,148,387
|
3,000,000
|
250,000
|
Proceeds in excess of fair value |
(242,125)
|
(639,640)
|
(53,009)
|
Change in fair value |
3,291,487
|
152,449
|
1,661,680
|
Fair value at September 30, 2023 |
13,751,374
|
9,553,625
|
7,040,816
|
Convertible Promissory Note [Member] |
|
|
|
Debt Instrument [Line Items] |
|
|
|
Fair value at June 30, 2023 |
2,820,443
|
434,459
|
236,300
|
Proceeds received from issuance of convertible notes |
1,148,387
|
3,000,000
|
250,000
|
Proceeds in excess of fair value |
(242,125)
|
(639,640)
|
(53,009)
|
Change in fair value |
(98,889)
|
25,624
|
1,168
|
Fair value at September 30, 2023 |
3,627,816
|
2,820,443
|
434,459
|
Private Placement Warrants [Member] |
|
|
|
Debt Instrument [Line Items] |
|
|
|
Fair value at June 30, 2023 |
1,457,400
|
1,848,000
|
1,400,000
|
Proceeds received from issuance of convertible notes |
|
|
|
Proceeds in excess of fair value |
|
|
|
Change in fair value |
852,600
|
(390,600)
|
448,000
|
Fair value at September 30, 2023 |
2,310,000
|
1,457,400
|
1,848,000
|
Public Warrants [Member] |
|
|
|
Debt Instrument [Line Items] |
|
|
|
Fair value at June 30, 2023 |
1,561,500
|
1,980,000
|
1,500,000
|
Proceeds received from issuance of convertible notes |
|
|
|
Proceeds in excess of fair value |
|
|
|
Change in fair value |
913,500
|
(418,500)
|
480,000
|
Fair value at September 30, 2023 |
2,475,000
|
1,561,500
|
1,980,000
|
Forward Purchase Agreement [Member] |
|
|
|
Debt Instrument [Line Items] |
|
|
|
Fair value at June 30, 2023 |
3,714,282
|
2,778,357
|
2,045,845
|
Proceeds received from issuance of convertible notes |
|
|
|
Proceeds in excess of fair value |
|
|
|
Change in fair value |
1,624,276
|
935,925
|
732,512
|
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|
$ 3,714,282
|
$ 2,778,357
|
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X |
- Details
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na |
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X |
- Details
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v3.23.3
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
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Rigel Resource Acquisition (NYSE:RRAC)
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