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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒ |
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 number 001-40912
COMPASS
DIGITAL ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
Cayman
Islands |
|
98-1588328 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification Number) |
195
US Hwy 50, Suite 208,
Zephyr
Cove, NV |
|
75219 |
(Address of principal executive offices) |
|
(Zip Code) |
(310)
954-9665
Registrant’s
Telephone Number, Including Area Code
N/A
(Former
name, former address and former fiscal year, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Class
A ordinary shares, par value $0.0001 per share |
|
CDAQ |
|
The
Nasdaq Global Market |
Redeemable
warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
CDAQW |
|
The
Nasdaq Global Market |
Units,
each consisting of one Class A ordinary share and one-third of a redeemable warrant to acquire one Class A ordinary share |
|
CDAQU |
|
The
Nasdaq Global Market |
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 and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted 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 and post such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act). (Check one):
|
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 20, 2023, 5,794,628 Class A ordinary shares, par value $0.0001 per share,
and 4,710,122 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding,
respectively.
TABLE
OF CONTENTS
PART
I. FINANCIAL INFORMATION
Item
1. Financial Statements.
Compass
Digital Acquisition Corp.
Condensed
Balance Sheets
| |
SEPTEMBER 30, 2023 | | |
DECEMBER 31, 2022 | |
| |
(unaudited) | | |
| |
ASSETS | |
| | |
| |
Cash | |
$ | 450,980 | | |
$ | 936,434 | |
Prepaid expenses | |
| 85,437 | | |
| 340,965 | |
Total current assets | |
| 536,417 | | |
| 1,277,399 | |
Marketable securities held in Trust Account | |
| 223,250,842 | | |
| 215,521,445 | |
Total Assets | |
$ | 223,787,259 | | |
$ | 216,798,844 | |
| |
| | | |
| | |
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 301,502 | | |
$ | 953,511 | |
Note payable related party | |
| 500,000 | | |
| - | |
Note payable - legacy sponsor | |
| 125,000 | | |
| 267,500 | |
Note payable | |
| 125,000 | | |
| 267,500 | |
Due to Sponsor | |
| - | | |
| 24,821 | |
Total current liabilities | |
| 926,502 | | |
| 1,245,832 | |
Deferred underwriting fees payable | |
| - | | |
| 7,434,171 | |
Derivative warrant liabilities | |
| 2,623,073 | | |
| 952,979 | |
Total liabilities | |
| 3,549,575 | | |
| 9,632,982 | |
| |
| | | |
| | |
Commitments and Contingencies (Note 6) | |
| - | | |
| - | |
| |
| | | |
| | |
Class A ordinary shares subject to possible redemption, $0.0001 par value; 21,240,488 shares at $10.51 and 10.15 per share at September 30, 2023 and December 31, 2022, respectively | |
| 223,250,842 | | |
| 215,521,445 | |
| |
| | | |
| | |
Shareholders’ deficit | |
| | | |
| | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | |
| - | | |
| - | |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; no shares issued or outstanding (excluding 21,240,488 shares subject to possible redemption) | |
| - | | |
| - | |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,310,122 shares issued and outstanding | |
| 531 | | |
| 531 | |
Common stock, value | |
| 531 | | |
| 531 | |
Additional paid-in capital | |
| - | | |
| - | |
Accumulated deficit | |
| (3,013,689 | ) | |
| (8,356,114 | ) |
Total shareholders’ deficit | |
| (3,013,158 | ) | |
| (8,355,583 | ) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | |
$ | 223,787,259 | | |
$ | 216,798,844 | |
The
accompanying notes are an integral part of these unaudited condensed financial statements.
Compass
Digital Acquisition Corp.
Condensed
Statements of Operations
(Unaudited)
| |
For The Three Months Ended September 30, 2023 | | |
For The Three Months Ended September 30, 2022 | | |
For The Nine Months Ended September 30, 2023 | | |
For The Nine Months Ended September 30, 2022 | |
| |
| | |
| | |
| | |
| |
Operating expenses | |
$ | 564,934 | | |
$ | 270,172 | | |
$ | 1,176,968 | | |
$ | 809,049 | |
Administrative expense-Related party | |
| 30,000 | | |
| - | | |
| 70,000 | | |
| - | |
Loss from operations | |
| (594,934 | ) | |
| (270,172 | ) | |
| (1,246,968 | ) | |
| (809,049 | ) |
Change in fair value of derivative warrant liabilities | |
| (850,533 | ) | |
| 1,905,956 | | |
| (1,670,094 | ) | |
| 7,266,459 | |
Interest earned on marketable securities held in Trust Account | |
| 2,856,382 | | |
| 960,443 | | |
| 7,729,397 | | |
| 1,279,778 | |
Gain on settlement of deferred underwriting fees attributable to public warrants | |
| 246,814 | | |
| - | | |
| 246,814 | | |
| - | |
Gain on settlement of professional legal fees | |
| 351,409 | | |
| - | | |
| 351,409 | | |
| - | |
Net income | |
| 2,009,138 | | |
| 2,596,227 | | |
| 5,410,558 | | |
| 7,737,188 | |
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted | |
| 21,240,488 | | |
| 21,240,488 | | |
| 21,240,488 | | |
| 21,240,488 | |
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption | |
| 0.08 | | |
| 0.10 | | |
| 0.20 | | |
| 0.29 | |
Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted | |
| 5,310,122 | | |
| 5,310,122 | | |
| 5,310,122 | | |
| 5,310,122 | |
Basic and diluted net income per share, Class B non-redeemable ordinary shares | |
| 0.08 | | |
| 0.10 | | |
| 0.20 | | |
| 0.29 | |
The
accompanying notes are an integral part of these unaudited condensed financial statements.
Compass
Digital Acquisition Corp.
Condensed
Statements of Changes In Shareholders’ Deficit
FOR
THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 and 2022
(Unaudited)
| |
| | | |
| | | |
| | | |
| | |
| |
Ordinary Shares | | |
| | |
Total | |
| |
Class B | | |
Accumulated | | |
Shareholders’ | |
| |
Shares | | |
Amount | | |
Deficit | | |
Deficit | |
Balance as of January 1, 2023 | |
| 5,310,122 | | |
$ | 531 | | |
$ | (8,356,114 | ) | |
$ | (8,355,583 | ) |
Accretion of Class A ordinary shares to redemption amount | |
| - | | |
| - | | |
| (2,304,389 | ) | |
| (2,304,389 | ) |
Net income | |
| - | | |
| - | | |
| 1,389,974 | | |
| 1,389,974 | |
Balance as of March 31, 2023 | |
| 5,310,122 | | |
| 531 | | |
| (9,270,529 | ) | |
| (9,269,998 | ) |
| |
| | | |
| | | |
| | | |
| | |
Accretion of Class A ordinary shares to redemption amount | |
| - | | |
| - | | |
| (2,568,625 | ) | |
| (2,568,625 | ) |
Net income | |
| - | | |
| - | | |
| 2,011,446 | | |
| 2,011,446 | |
Balance as of June 30, 2023 | |
| 5,310,122 | | |
| 531 | | |
| (9,827,708 | ) | |
| (9,827,177 | ) |
| |
| | | |
| | | |
| | | |
| | |
Gain on settlement of deferred underwriting fees | |
| - | | |
| - | | |
| 7,187,357 | | |
| 7,187,357 | |
Fair value of ordinary shares issued in satisfaction of professional legal fees | |
| | | |
| | | |
| 523,000 | | |
| 523,000 | |
Accretion of Class A ordinary shares to redemption amount | |
| - | | |
| - | | |
| (2,856,383 | ) | |
| (2,856,383 | ) |
Net income | |
| - | | |
| - | | |
| 2,009,138 | | |
| 2,009,138 | |
Balance as of September 30, 2023 | |
| 5,310,122 | | |
$ | 531 | | |
$ | (3,013,689 | ) | |
$ | (3,013,158 | ) |
| |
Ordinary Shares | | |
| | |
Total | |
| |
Class B | | |
Accumulated | | |
Shareholders’ | |
| |
Shares | | |
Amount | | |
Deficit | | |
Deficit | |
Balance as of January 1, 2022 | |
| 5,310,122 | | |
$ | 531 | | |
$ | (14,534,788 | ) | |
$ | (14,534,257 | ) |
Net income | |
| - | | |
| - | | |
| 2,932,363 | | |
| 2,932,363 | |
Balance as of March 31, 2022 | |
| 5,310,122 | | |
| 531 | | |
| (11,602,425 | ) | |
| (11,601,894 | ) |
| |
| | | |
| | | |
| | | |
| | |
Accretion of Class A ordinary shares to redemption amount | |
| - | | |
| - | | |
| (322,279 | ) | |
| (322,279 | ) |
Net income | |
| - | | |
| - | | |
| 2,208,598 | | |
| 2,208,598 | |
Balance as of June 30, 2022 | |
| 5,310,122 | | |
| 531 | | |
| (9,716,106 | ) | |
| (9,715,575 | ) |
Balance | |
| 5,310,122 | | |
| 531 | | |
| (9,716,106 | ) | |
| (9,715,575 | ) |
| |
| | | |
| | | |
| | | |
| | |
Accretion of Class A ordinary shares to redemption amount | |
| - | | |
| - | | |
| (960,443 | ) | |
| (960,443 | ) |
Net income | |
| - | | |
| - | | |
| 2,596,227 | | |
| 2,596,227 | |
Balance as of September 30, 2022 | |
| 5,310,122 | | |
$ | 531 | | |
$ | (8,080,322 | ) | |
$ | (8,079,791 | ) |
Balance | |
| 5,310,122 | | |
$ | 531 | | |
$ | (8,080,322 | ) | |
$ | (8,079,791 | ) |
The
accompanying notes are an integral part of these unaudited condensed financial statements.
Compass
Digital 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 | |
$ | 5,410,558 | | |
$ | 7,737,188 | |
Adjustments to reconcile net income to net cash used in operating activities: | |
| | | |
| | |
Gain on marketable securities (net), dividends and interest, held in Trust Account | |
| (7,729,397 | ) | |
| (1,279,778 | ) |
Gain on settlement of deferred underwriting fees attributable to public warrants | |
| (246,814 | ) | |
| - | |
Gain on settlement of professional legal fees | |
| (351,409 | ) | |
| - | |
Change in fair value of derivative warrant liabilities | |
| 1,670,094 | | |
| (7,266,459 | ) |
Prepaid and expenses | |
| 255,528 | | |
| 315,124 | |
Accounts payable and accrued expenses | |
| 222,400 | | |
| 80,277 | |
Net cash used in operating activities | |
| (769,040 | ) | |
| (413,648 | ) |
Cash Flows from Financing activities | |
| | | |
| | |
Proceeds from note payable-related party | |
| 500,000 | | |
| - | |
Proceeds of working capital loan from legacy Sponsor | |
| 35,000 | | |
| - | |
Repayment of working capital loan from legacy Sponsor | |
| (177,500 | ) | |
| 155,000 | |
Return of excess contribution capital to legacy Sponsor | |
| (49,093 | ) | |
| - | |
Due from related party | |
| (24,821 | ) | |
| (352,080 | ) |
Net cash provided by (used in) financing activities | |
| 283,586 | | |
| (197,080 | ) |
| |
| | | |
| | |
Net decrease in cash | |
| (485,454 | ) | |
| (610,728 | ) |
Cash - beginning of period | |
| 936,434 | | |
| 1,788,014 | |
Cash - end of period | |
$ | 450,980 | | |
$ | 1,177,286 | |
| |
| | | |
| | |
Supplemental disclosure of noncash investing and financing activities: | |
| | | |
| | |
Deferred underwriting fees waiver | |
$ | (7,187,357 | ) | |
$ | - | |
Fair value of ordinary shares issued in satisfaction of professional legal fees | |
$ | (523,000 | ) | |
$ | - | |
The
accompanying notes are an integral part of these unaudited condensed financial statements.
COMPASS
DIGITAL ACQUISITION CORP.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2023
Note
1 — Description of Organization, Business Operations and Going Concern
Compass
Digital Acquisition Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on March 8, 2021. The
Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage
and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth
companies.
As
of September 30, 2023, the Company had not yet commenced any operations. All activity for the period March 8, 2021 (inception) through
September 30, 2023, relates to the Company’s formation, the initial public offering (the “Initial Public Offering”)
which is described below, and the search for a target business with which to consummate an initial Business Combination. The Company
will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company
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.
The
Company’s sponsor was originally Compass Digital SPAC LLC (the “Legacy Sponsor”), until August 31, 2023 and has been
HGC Opportunity, LLC (the “New Sponsor” together, with the Legacy Sponsor, the “Sponsors”), a Delaware limited
liability company, since August 31, 2023. The registration statement for the Company’s Initial Public Offering was declared effective
by the Securities and Exchange Commission (the “SEC”) on October 19, 2021. On October 19, 2021, the Company consummated the
Initial Public Offering of 20,000,000 units, each unit consists of one Class A ordinary share of the Company, par value $0.0001 per share,
and one-third of one redeemable warrant of the Company (the “Units” and, with respect to the shares of Class A ordinary shares
included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000 (see Note
3).
Certain
institutional anchor investors (the “Institutional Anchor Investors”) that are not affiliated with the Company, the Sponsors,
or the Company’s officers, directors, or any member of the Company’s management purchased an aggregate of 20,000,000 Units.
The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $200,000,000.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 4,666,667 warrants (the “Private Placement
Warrants”) to the Legacy Sponsor at a price of $1.50 per Private Placement Warrant, and the underwriters of the Initial Public
Offering, generating gross proceeds of $7,000,000 (such sale, the “Private Placement”) (see Note 4). Concurrently with the
closing of the Private Placement, the Legacy Sponsor sold an aggregate of 186,667 Private Placement Warrants to the Institutional Anchor
Investors for $280,000.
The
Institutional Anchor Investors also purchased equity interests of the Legacy Sponsor equivalent to 1,547,727 shares of Class B ordinary
shares (“Founder Shares”) from the Legacy Sponsor at the original purchase price of $0.004 per share. The Founder Shares
will automatically convert into shares of Class A ordinary shares at the time of the Company’s initial Business Combination on
a one-for-one basis, subject to adjustment as provided in its Amended and Restated Memorandum and Articles of Association (the “Charter”).
Transaction
costs amounted to $11,929,189, consisting of $4,000,000 of underwriting fees, $7,000,000 of deferred underwriting fees and $929,189 of
other offering costs. Of these transaction fees, the Company subsequently obtained a discount related to the underwriter fees of $199,999
and expensed $631,124 related to the allocation of offering costs and Founders Shares to warrant expense. Other non-cash transaction
costs include the fair value in excess of consideration of $10,414,655 in relation to Founder Shares purchased by Institutional Anchor
Investors. Subsequent to the Initial Public Offering close, there was an additional $676,712 in related transaction offering costs incurred,
of which $37,917 related to the allocation of offering costs and Founders Shares to warrant expense in 2021.
Following
the closing of the Initial Public Offering on October 19, 2021, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of
the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the
“Trust Account”) located in the United States and have been held in an interest-bearing bank deposit account or invested
only 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 paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the
Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the
distribution of the Trust Account, as described below.
The
underwriters notified the Company of their intention to partially exercise the over-allotment option on November 30, 2021 (the “Over-Allotment”).
As such, on November 30, 2021, the Company consummated the sale of an additional 1,240,488 Units, at $10.00 per Unit, and the sale of
an additional 165,398 Private Placement Warrants, at $1.50 per Private Placement Warrant, generating total gross proceeds of $12,404,880
and $248,097, respectively. The underwriters forfeited the balance of the over-allotment option. A total of $12,404,880 of the net proceeds
was deposited into the Trust Account, bringing the aggregate proceeds deposited into the Trust Account in connection with the Initial
Public Offering to $212,404,880. The Company incurred additional offering costs of $682,268 in connection with the Over-Allotment (of
which $434,171 was for deferred underwriting fees).
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 the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward
consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that
together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting
commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business
Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more
of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to
be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company
Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.
The
Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem
all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting
called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the
Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to
redeem their shares without voting, and if they do vote, irrespective of whether they vote for or against a Business Combination. The
Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately
prior to or upon such closing of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding
shares voted are voted in favor of the Business Combination.
If
the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules,
the Company’s Charter provides that, a public shareholder, together with any affiliate of such shareholder or any other person
with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an
aggregate of 15% of the Public Shares without the Company’s prior written consent.
The
public shareholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially
$10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company
to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their shares will not be reduced by the
deferred underwriting commissions the Company will pay to the underwriters. There will be no redemption rights upon the completion of
a Business Combination with respect to the Company’s warrants. These Class A ordinary shares will be recorded at a redemption value
and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification
(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”
If
a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the
Company will, pursuant to its Charter, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents
containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.
The
Company’s Sponsors have agreed (a) to vote its Founder Shares and any Public Shares purchased during or after the Initial Public
Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Charter with respect to the Company’s
pre-Business Combination activities prior to the closing of a Business Combination unless the Company provides dissenting public shareholders
with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the
Founder Shares) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination
(or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval
in connection therewith) or a vote to amend the provisions of the Amended and Restated Memorandum and Articles of Association relating
to shareholders’ rights of pre-Business Combination activity and (d) that the Founder Shares shall not participate in any liquidating
distributions upon winding up if a Business Combination is not consummated. However, the Sponsors will be entitled to liquidating distributions
from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to
complete its Business Combination.
If
the Company is unable to complete a Business Combination by July 19, 2024 (the “Extended Dissolution Date”), the Company
will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business
days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not
previously released to the Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number
of then outstanding public shares, which redemption will completely extinguish public shareholder’s rights as shareholders (including
the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, liquidate
and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements
of applicable law. The underwriters have agreed to waive their rights to the deferred underwriting commission held in the Trust Account
in the event the Company does not complete a Business Combination within the Extended Dissolution Date and, in such event, such amounts
will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the
event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than
the Initial Public Offering price per Unit $10.00.
The
New 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 independent
registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which
the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce
the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share
held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value
of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target
business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable)
nor will it apply to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked
the New Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the New Sponsor has
sufficient funds to satisfy its indemnity obligations and believe that the New Sponsor’s only assets are securities of the Company.
Therefore, the Company cannot assure its shareholders that the New Sponsor would be able to satisfy those obligations. None of the Company’s
officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective
target businesses. The Company will seek to reduce the possibility that the New Sponsor will have to indemnify the Trust Account due
to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which
the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies
held in the Trust Account.
On
August 30, 2023, the Legacy Sponsor and the New Sponsor entered into an agreement (the “Sponsor Purchase Agreement”), and
on August 31, 2023, the Legacy Sponsor and the New Sponsor consummated the transactions contemplated thereby (the “Sponsor Closing”).
Pursuant to the terms of the Sponsor Purchase Agreement, at the Sponsor Closing: (i) the Legacy Sponsor transferred Founder
Shares and Private Placement Warrants to the New Sponsor; (ii) New Sponsor agreed to cause the Company to pay an aggregated
amount of $ in cash consideration upon closing of the Company’s initial Business Combination at the Legacy Sponsor’s
direction to entities or accounts as directed by the Legacy Sponsor (including the repayment of the $ balance of the note payable
to the Legacy Sponsor); (iii) New Sponsor entered into a joinder to the Company’s existing registration rights agreement; (iv)
the Legacy Sponsor assigned the existing administrative services letter agreement with the Company to the New Sponsor; (v) all of the
members of the Board of Directors (the “Board”) and officers of the Company resigned, and Daniel J. Hennessy, Thomas D. Hennessy,
Kirk Hovde, Matt Schindel and M. Joseph Beck were appointed as directors and Thomas D. Hennessy and Nick Geeza were appointed as the
Chief Executive Officer and the Chief Financial Officer of the Company, respectively, and (vi) the Company entered into an amendment
to the existing Letter Agreement dated October 14, 2021 (as amended, the “Letter Agreement”) with the Legacy Sponsor, the
New Sponsor and the Company’s former officers and directors, pursuant to which the New Sponsor became a party to the Letter Agreement
and all Founder Shares and Private Placement Warrants transferred to the New Sponsor remain subject to the terms of the Letter Agreement.
Following the Sponsor Closing, the Legacy Sponsor retained 2,217,086 Founder Shares and no Private Placement Warrants.
Between
October 10, 2023 and October 19, 2023, the Company and the New Sponsor entered into agreements (“Non-Redemption Agreements”)
with an unaffiliated third party investors in exchange for such investors agreeing not to redeem an aggregate of 4,998,734 Class A ordinary
shares (“Non-Redeemed Shares”) at the extraordinary general meeting on October 19, 2023 called by the Company (the “Meeting”)
to approve a proposal to amend the Company’s Charter to extend the date by which the Company must consummate an initial business
combination (the “Extension Amendment Proposal”) from October 19, 2023 to July 19, 2024 (the “Extension”) and
to approve a proposal to amend the Charter to permit the issuance of Class A ordinary shares to holders of the Class B ordinary shares,
upon the exercise of the right of a holder of the Class B ordinary shares to convert such Class B ordinary shares into Class A ordinary
shares on a one-for-one basis, at any time and from time to time, prior to the closing of an initial business combination (the “Founder
Share Amendment Proposal”). In exchange for the foregoing commitment with the Company not to redeem the Non-Redeemed Shares, the
New Sponsor has agreed to transfer to such investors an aggregate of 749,810 Class B ordinary shares of the Company held by the New Sponsor,
promptly following the closing of the Company’s initial Business Combination (but no later than two business days after the satisfaction
of the requisite conditions to such transfer) if they do not exercise their redemption rights with respect to the Non-Redeemed Shares
in connection with the Meeting and the Extension Amendment Proposal is approved.
At
the Meeting on October 19, 2023, the shareholders of the Company approved the Extension Amendment Proposal and the Founder Share Amendment
Proposal.
In
connection with the Meeting, shareholders holding 16,045,860 Class A ordinary shares (after giving effect to withdrawals of redemptions)
exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $169.1
million (approximately $10.54 per share) was removed from the Trust Account to pay such holders.
Additionally
on October 19, 2023, the Sponsor also converted an aggregate of 600,000 Founder Shares on a one-for-one basis into Class A ordinary shares
and waived any right to receive funds from the Trust Account with respect to the Class A ordinary shares received upon such conversion
and acknowledged that such shares will be subject to all of the restrictions applicable to the original Founder Shares under the terms
of the Letter Agreement. Following redemptions and conversions on October 19, 2023, the Company had 5,794,628 Class A ordinary shares
outstanding.
Note
2 — Summary of Significant Accounting Policies
Basis
of Presentation
The
accompanying condensed financial statements are presented in conformity with accounting principles generally accepted in the United States
of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information
and footnotes required by GAAP. In the opinion of management, the condensed financial statements reflect all adjustments, which include
only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results
for the three months and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected through
December 31, 2023.
Liquidity,
Capital Resources and Going Concern
As
of September 30, 2023, the Company had $450,980 in its operating bank account and working capital deficit of $390,085. To date, the Company’s
liquidity needs have been satisfied through a payment of $25,000 from the Legacy Sponsor to cover certain expenses on behalf of the Company
in exchange for the issuance of the Founder Shares, a loan of approximately $195,000 pursuant to the Pre-IPO Note (as defined below)
issued to the Legacy Sponsor (see Note 5), which has been fully repaid on October 19, 2021, the net proceeds from the consummation of
the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business
Combination, the Company’s officers, directors and Initial Shareholders may, but are not obligated to, provide the Company Working
Capital Loans (the “Legacy Working Capital Loans”). Furthermore, On September 6, 2023, The Company entered into an agreement
with Polar Multi-Strategy Master Fund (“Polar”), and New Sponsor for an additional working capital loan (the “New Working
Capital Loan”, collectively with the Legacy Working Capital Loans as “Working Capital Loans”) of up to $1,500,000 (see
Note 5).
As
of September 30, 2023, the Company had drawn $500,000 from New Working Capital Loan and has $125,000 outstanding from Legacy Working
Capital Loans.
Based
on the foregoing, management believes that the Company may not have sufficient working capital to meet its anticipated obligations through
the earlier of its consummation of an initial business combination or its liquidation date. Over this time period, the Company will be
using these funds for paying existing accounts payable, operating costs, identifying and evaluating prospective Initial Business Combination
candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business
to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
In
connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board
(“FASB”) Account Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s
Ability to Continue as a Going Concern.” The Company has until July 19, 2024 to consummate a Business Combination. It is uncertain
that the Company will be able to consummate a Business Combination by this time and the Company lacks the financial resources it needs
to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements.
If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company.
The Company cannot provide any assurance that (i) new financing will be available to it on commercially acceptable terms, if at all,
or (ii) that its plans to consummate an initial Business Combination will be successful. Management has determined that the liquidity
condition and mandatory liquidation should a Business Combination not occur, and potential subsequent dissolution raises substantial
doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that
might result from the Company’s inability to continue as a going concern.
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.
Risks
and Uncertainties
Various
social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising
trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States
and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such
as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may contribute to increased market volatility and
economic uncertainties or deterioration in the United States and worldwide. These market volatilities could adversely affect the Company’s
ability to complete a business combination. In response to the conflict between nations, the United States and other countries have imposed
sanctions or other restrictive actions against certain countries. Any of the above factors, including sanctions, export controls, tariffs,
trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business
combination and the value of the Company’s securities.
Management
continues to evaluate the impact of these types of risks on the industry and has concluded that while it is reasonably possible that
these types of risks could have a negative effect on the Company’s financial position, results of its operations and/or search
for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements.
The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Use
of Estimates
The
preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management
considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual
results could differ significantly from those estimates.
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had $450,980 and $936,434 of cash and no cash equivalents as of September 30, 2023 and December 31, 2022, respectively.
Marketable
Securities Held in Trust Account
At
September 30, 2023 and December 31, 2022, the Company had $223,250,842 and $215,521,445, respectively, in marketable securities held
in the Trust Account.
At
September 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which
are invested primarily in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading
securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains
and losses resulting from the change in fair value of these investments are included in interest earned on marketable securities held
in Trust Account in the accompanying condensed statements of operations. The estimated fair values of marketable securities held in the
Trust Account are determined using available market information.
Class
A Ordinary Shares Subject to Redemption
The
Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing
Liabilities from Equity.” Class A Ordinary Shares subject to mandatory redemption (if any) 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 shareholder’s equity. The Company’s
Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject
to the occurrence of uncertain future events. Accordingly, as of September 30, 2023 and December 31, 2022, 21,240,488 shares of Class
A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’
deficit section of the Company’s condensed balance sheets. Additionally, during the three months and nine months ended September
30, 2023, the Company recorded accretion on the Class A ordinary shares of $2,856,383 and $7,729,397 to redemption value related to the
interest in the Trust Account, respectively. During the three months and nine months ended September 30, 2022, the Company recorded accretion
on the Class A ordinary shares of $960,443 and $1,282,772 to redemption value related to the interest in the Trust Account, respectively.
Income
Taxes
The
Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset
and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed
for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible
amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties
as of 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.
The
Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently
not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s
tax provision was zero for the periods presented.
Investments
Held in Trust Account
As
of September 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds
which are invested in U.S. treasury securities. All of the Company’s investments held in the Trust Account are classified as trading
securities. Trading securities are presented on the unaudited condensed balance sheets at fair value at the end of each reporting period.
Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable
securities in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in Trust Account
are determined using available market information.
Offering
Costs Associated with the Initial Public Offering
Offering
costs consisted of legal, accounting, underwriting fees and other costs incurred through the condensed balance sheet date that are directly
related to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the
relative fair values of the Company’s Class A Ordinary Shares and its Public Warrants and Private Placement Warrants. The costs
allocated to Warrants were recognized in other expenses, and those related to the Company’s Class A Ordinary Shares were charged
against the carrying value of Class A Ordinary Shares. The Company complies with the requirements of the ASC 340-10-S99-1, “Other
Assets and Deferred Costs”.
Net
Income per Ordinary Share
The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has
two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro
rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average
of ordinary shares outstanding for the respective period. The Company did not consider the effect of the warrants issued in connection
with the Initial Public Offering and the Private Placement in the calculation of diluted income per share because their exercise is contingent
upon future events and since their inclusion would be anti-dilutive under the treasury stock method. Accretion associated with the redeemable
Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.
The
following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for
each class of ordinary shares:
Summary
of Earnings Per Share, Basic and Diluted
| |
For the three months ended September 30, 2023 | | |
For the three months ended September 30, 2022 | | |
For the nine months ended September 30, 2023 | | |
For the nine months ended September 30, 2022 | |
| |
Class A Ordinary Shares | | |
Class B Ordinary Shares | | |
Class A Ordinary Shares | | |
Class B Ordinary Shares | | |
Class A Ordinary Shares | | |
Class B Ordinary Shares | | |
Class A Ordinary Shares | | |
Class B Ordinary Shares | |
Basic and diluted net income per ordinary share | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Numerator: Net income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Allocation of net income, as adjusted | |
$ | 1,607,310 | | |
$ | 401,828 | | |
$ | 2,076,982 | | |
$ | 519,245 | | |
$ | 4,328,446 | | |
$ | 1,082,112 | | |
$ | 6,189,750 | | |
$ | 1,547,438 | |
Denominator: Weighted Average Shares | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average shares outstanding | |
| 21,240,488 | | |
| 5,310,122 | | |
| 21,240,488 | | |
| 5,310,122 | | |
| 21,240,488 | | |
| 5,310,122 | | |
| 21,240,488 | | |
| 5,310,122 | |
Basic and diluted net income per ordinary share | |
$ | 0.08 | | |
$ | 0.08 | | |
$ | 0.10 | | |
$ | 0.10 | | |
$ | 0.20 | | |
$ | 0.20 | | |
$ | 0.29 | | |
$ | 0.29 | |
Warrant
Liability
The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s
specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC
480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants
are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants
meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s
own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment,
is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For
issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component
of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification,
the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.
Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the 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 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument
is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value
reported in the condensed statements of operations. The classification of derivative instruments, including whether such instruments
should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified
in the 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 will account for warrants for shares of the Company’s Class A ordinary shares that are not indexed to its own stock as
liabilities at fair value on the balance sheets in accordance with ASC 815. For derivative financial instruments that are accounted for
as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting
date, with changes in the fair value reported in the condensed statements of operations. The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.
Derivative liabilities are classified in the 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 will account for the conversion features in Working Capital Loans under ASC 815. The conversion features were determined to be
classified as a derivative liability, and the Company has determined that the fair value was immaterial at September 30, 2023 and December
31, 2022.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution
which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access
to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Fair
Value of Financial Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value
Measurement, (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily
due to their short-term nature.
The
Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that
framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a
liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement
date. The fair value hierarchy established in ASC 820 generally requires entity to maximize the use of observable inputs and minimize
the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use
in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable
inputs reflect the entity’ own assumptions based on market data and the entity’s judgments about the assumptions that market
participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.
Level
1—Assets and liabilities with unadjusted quoted prices listed on active market exchanges. Inputs to the fair value measurement
are observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level
2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying
terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted
intervals.
Level
3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little
or no market data exists for the assets or liabilities.
Revisions
to Prior Periods’ Financial Statements
In
the fourth quarter of 2022, the Company identified errors resulting from not recognizing unbilled legal fees incurred during the year
ended December 31, 2021, the three months ended March 31, 2022, the three and six months ended June 30, 2022, and the three and nine
months ended September 30, 2022. Additional legal fees incurred and unbilled were $58,148 and $175,329 during the three and nine months
ended September 30, 2022, respectively. These amounts related to legal services for the search for a business combination and as such
should have been recorded as expense and accrued as liabilities. The errors lead to an understatement of operating expenses on the statements
of operations of $58,148 and $175,329 for the three and nine months ended September 30, 2022, respectively. As of September 30, 2022,
the errors lead to understatement of accounts payable and accrued expenses and understatement of accumulated deficit on the balance sheet
of $852,040. The unbilled legal fees not recognized do not impact the Company’s cash position in the prior periods and have less
than 0.5% impact on the Company’s marketable securities held in Trust Account balance as of the end of the prior period.
The
Company evaluated the materiality of the errors described above from a qualitative and quantitative perspective. Based on such evaluation
taking into account the requirements of SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements
when Quantifying Misstatements in Current Year Financial Statements”, the Company concluded that the correction would not be material
to the financial position or results of operations for the three and nine months ended September 30, 2022, respectively. Accordingly,
the Company has revised the comparative period in the accompanying financial statements as of September 30, 2023 to correct this error.
Note
3 — Initial Public Offering
On
October 19, 2021, the Company sold 20,000,000 Units (or Units if the underwriter’s overallotment option is exercised
in full) at a purchase price of $10.00 per Unit, generating gross proceeds of $200,000,000, and incurring offering costs of $11,929,189,
consisting of $4,000,000 of underwriting fees, $7,000,000 of deferred underwriting fees and $929,189 of other offering costs. Each Unit
consists of one share of the Company’s Class A ordinary shares, par value $0.0001 per share, and one-third of one redeemable warrant
(“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one share of Class A ordinary shares at
an exercise price of $11.50 per whole share (see Note 7).
Certain
institutional anchor investors that are not affiliated with the Company, the Sponsors, or the Company’s officers, directors, or
any member of the Company’s management purchased an aggregate of 20,000,000 Units at the offering price of $10.00 per Unit.
The
underwriters notified the Company of their intention to partially exercise the Over-Allotment. As such, on November 30, 2021, the Company
consummated the sale of an additional 1,240,488 Units, at $10.00 per Unit, and the sale of an additional 165,398 Private Placement Warrants,
at $1.50 per Private Placement Warrant, generating total gross proceeds of $12,404,880 and $248,097, respectively. The underwriters forfeited
the balance of the over-allotment option. A total of $12,404,880 of the net proceeds was deposited into the Trust Account, bringing the
aggregate proceeds deposited into the Trust Account in connection with the Initial Public Offering to $212,404,880. The Company incurred
additional offering costs of $682,269 in connection with the Over-Allotment (of which $434,171 was for deferred underwriting fees).
Note
4 — Private Placement
Simultaneously
with the closing of the Initial Public Offering, the Legacy Sponsor has purchased Private Placement Warrants at a price of
$1.50 per warrant, generating total proceeds of $7,000,000 to the Company. Substantially concurrently with the closing of the Private
Placement, the Legacy Sponsor sold an aggregate of 186,667 Private Placement Warrants to the Institutional Anchor Investors for $280,000
(see Note 7). On November 30, 2021, the underwriters purchased an additional 1,240,488 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 aggregate additional gross
proceeds of $12,404,880 to the Company. In connection with the partial exercise of the Over-Allotment Option, the Legacy Sponsor purchased
an additional warrants at a purchase price of $1.50 per whole warrant.
Each
Private Placement Warrant is identical to the warrants offered in the Initial Public Offering, except there will be no redemption rights
or liquidating distributions from the trust account with respect to Private Placement Warrants, which will expire worthless if the Company
does not consummate a Business Combination within the Extended Dissolution Date.
Note
5 — Related Party Transactions
Founder
Shares
On
March 9, 2021, the Company issued an aggregate of 5,750,000 shares of Class B ordinary shares (the “Founder Shares”) to the
Legacy Sponsor for an aggregate purchase price of $25,000. Also, on May 13, 2021, the Legacy Sponsor transferred an aggregate of 721,402
representing Founder Shares to the Company’s independent director nominees at their original issue price. The Founder Shares include
an aggregate of up to 750,000 shares subject to forfeiture by the Legacy Sponsor to the extent that the underwriters’ over-allotment
is not exercised in full or in part, so that the Legacy Sponsor will collectively own, on an as-converted basis, 20% of the Company’s
issued and outstanding shares after the Initial Public Offering. On November 30, 2021, the underwriters partially exercised overallotment
option to purchase an additional 1,240,488 Units. The Company forfeited 439,878 Class B ordinary shares. As of September 30, 2023 and
December 31, 2022, the Company has 5,310,122 of Class B ordinary shares issued and outstanding.
The
Sponsors have agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the
completion of a Business Combination or (B) the date on which the Company completes liquidation, merger, capital stock exchange or similar
transaction that results in the Company’s shareholders having the right to exchange their shares of ordinary shares for cash, securities
or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A ordinary shares equals or exceeds
$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period commencing at least 120 days after the Business Combination, the Founder Shares will be released
from the lock-up.
In
connection with the closing of the Initial Public Offering, the Legacy Sponsor sold equity interest of the Legacy Sponsor equivalent
to 1,547,727 Founder Shares to the Institutional Anchor Investors at the original purchase price of $0.004 per share. The Company estimated
the aggregate fair value of the Founder Shares attributable to the Anchor Investors to be $6.73 per share. The fair value of the Founder
Shares were valued based on the probability of the Company completing a Business Combination and marketability. The excess of the fair
value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and 5T. Accordingly,
the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair
value basis, compared to total proceeds received. Offering costs related to the Founder Shares amounted to $10,414,655, of which $10,062,469
was charged to shareholders’ deficit upon the completion of the Initial Public Offering and $352,186 was expensed to the condensed
statements of operations and included in transaction costs attributable to warrant liabilities.
Promissory
Note — Related Party
On
March 9, 2021, the Legacy Sponsor agreed to loan the Company an aggregate of up to $250,000 to cover expenses related to the Initial
Public Offering pursuant to a promissory note (the “Pre-IPO Note”). The Pre-IPO Note was non-interest bearing and is payable
on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering. The Company drew $195,000 from the Pre-IPO
Note and repaid the Pre-IPO Note in full on October 19, 2021.
Related
Party Loans
In
order to finance transaction costs in connection with a Business Combination, the Company’s Legacy Sponsor, an affiliate of the
Legacy Sponsor, or the Company’s former officers and directors may, but are not obligated to, loan the Company funds as may be
required (the “Legacy Working Capital Loans”). Such Legacy Working Capital Loans would be evidenced by promissory notes.
The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion,
up to $1,000,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.50 per warrant.
The warrants will be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company
may use a portion of proceeds held outside the Trust Account to repay the Legacy Working Capital Loans, but no proceeds held in the Trust
Account would be used to repay the Legacy Working Capital Loans.
As
of December 31, 2021, there was a written agreement in place of the Legacy Working Capital Loans. Compass Digital Acquisition Corp. issued
an unsecured promissory note (the “Note”) in the principal amount of up to $1,000,000 to YAS International, LLC (d/b/a Gupta
Capital Group), an affiliate of the Legacy Sponsor (“GCG”). The Note bears no interest and is repayable in full upon consummation
of the initial Business Combination. GCG has the option to convert any unpaid balance of the Note into warrants to purchase one share
of Class A ordinary shares (the “Working Capital Warrants”) equal to the principal amount of the Note so converted divided
by $1.50. The terms of any such Working Capital Warrants will be identical to the terms of the Private Placement Warrants. As of September
30, 2023 and December 31, 2022, the Company has drawn $125,000 and $267,500 outstanding, respectively, on the Legacy Working Capital
Loan. The Company determined that the conversion option embedded in its Legacy Working Capital Loan should be bifurcated and accounted
for as a derivative in accordance with ASC 815. However, the exercise price of the underlying warrants was greater than the closing price
of the Company’s Class A ordinary shares as of September 30, 2023, and when the Legacy Working Capital Loan was drawn on. The Company
believes that the likelihood of GCG’s exercise of the option to convert to warrants is de minimis. As a result, the Company recorded
zero liability related to the conversion option on the Legacy Working Capital Loan.
On
September 6, 2023, the Company entered into a subscription agreement (the “Polar Subscription Agreement”) with the New Sponsor
and Polar, pursuant to which Polar agreed to fund up to $1,500,000 to Company, subject to certain funding milestones. Once the Company
has reached a defined milestone, upon on at least five (5) calendar days’ prior written notice (“Capital Notice”),
the Sponsor may require a drawdown against the capital commitment in order to meet the Sponsor’s commitment to the Company under
a drawdown request (“Capital Call”, such funded amounts, the “Capital Investment”). As of September 30, 2023,
the Capital Investment was $500,000. The Capital Investment will be repaid to Polar by the Company upon the closing of an initial Business
Combination. Polar may elect to receive such repayment (i) in cash or (ii) in Class A ordinary shares at a rate of one Class A ordinary
share for each ten dollars of the Capital Investment. The Company must (i) to the extent feasible and in compliance with all applicable
laws and regulations register the shares issued to Polar as part of any registration statement issuing shares before or in connection
with the closing of a Business Combination or (ii) if no such registration statement is filed in connection with the closing of a Business
Combination, promptly register such shares pursuant to the first registration statement filed by the Company or the surviving entity
following a Business Combination, which shall be filed no later than 30 days after the closing of a Business Combination and declared
effective no later than 90 days after the closing of a Business Combination. In consideration of Polar’s Capital Investment, the
Company has agreed to issue, or cause the surviving entity in the Business Combination to issue, 0.9 of a Class A ordinary share of the
surviving entity for each dollar of Polar’s Capital Investment funded as of or prior to the closing of the Business Combination.
Upon certain events of default under the Polar Subscription Agreement the Company (or the surviving entity, as applicable) must issue
to Polar an additional 0.1 of a Class A ordinary share for each dollar of the Capital Investment funded as of the date of such default,
and for each month thereafter until such default of failure is cured, subject to certain limitations provided for therein. In the event
the Company liquidates without consummating a Business Combination, any amounts remaining in the Company’s cash accounts (excluding
the Trust Account) will be paid to Polar by the Company within five (5) calendar days of the liquidation, and such amounts will be the
sole recourse for Polar. As of September 30, 2023, the Company has drawn $500,000 on the New Working Capital Loan. The Company determined
that the conversion option embedded in its New Working Capital Loan should be bifurcated and accounted for as a derivative in accordance
with ASC 815. However, the difference between the exercise price of the conversion option and the future value of Class A ordinary shares
in case of a potential close of a business combination is de minimis as of September 30, 2023, and when the New Working Capital Loan
was drawn on. The Company believes that the likelihood of the Investor’s exercise of the conversion option is remote. As a result,
the Company recorded zero liability related to the conversion option on the New Working Capital Loan.
Administrative
Services Letter Agreement
Commencing
on October 14, 2021 and until completion of the Company’s initial business combination or liquidation, the Company will reimburse
an affiliate of the Sponsor up to an amount of $10,000 per month for office space and secretarial and administrative support. There were
amounts of $30,000 and $90,000 incurred for the three months and nine months ended September 30, 2023 for the related party administrative
support, respectively. There was no amount incurred for the three and nine months ended September 30, 2022 for the related party administrative
support. The Legacy Sponsor assigned the existing administrative services letter agreement with the Company to HCG Opportunity on August
31, 2023.
Note
6 — Commitments and Contingencies
Registration
Rights
The
holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Legacy Working Capital
Loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration
rights agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such
securities for resale (in the case of the Founder Shares, only after conversion to our Class A ordinary shares). The holders of the majority
of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities.
In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent
to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule
415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriters’
Agreement
In
connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the prospectus (the “Over-Allotment
Option”) to purchase up to additional units to cover over-allotments (the “Option Units”), if any. On November
30, 2021, the underwriters purchased an additional 1,240,488 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 aggregate additional gross proceeds of $12,404,880 to
the Company.
The
underwriters were entitled to a cash underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering, or $4,000,000
(or $4,600,000 if the over-allotment option in exercised in full). In addition, the underwriters were entitled to a deferred fee of three
and half percent (3.50%) of the gross proceeds of the Initial Public Offering, or $7,000,000 (or $8,050,000 if the over-allotment option
in exercised in full). The deferred fee will become payable to the underwriters 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
August 11 and August 14, 2023, the Company received formal confirmations from J.P. Morgan Securities LLC (“JP Morgan”) and
Citigroup Global Markets Inc. (“Citi”), informing the Company of their decisions to waive any entitlement they may have to
their deferred underwriting fees payable held in the Trust Account with respect to any Business Combination. Out of the release of $7,434,171
deferred underwriting fees, $7,187,357 is charged against accumulated deficit in the accompanying unaudited condensed balance sheets
as of September 30, 2023 and $246,814 is reflected as gain on settlement of deferred underwriting fees in the accompanying unaudited
condensed statements of operations for the three and nine months ended September 30, 2023.
Financial
Advisory Agreements
The
Company entered into two financial advisory agreements in September and December 2022, respectively, with financial advisors in connection
with the Company’s business combinations. The Company has agreed to pay success fees for signed letters of intent and any successful
acquisition. Success fees range from $50,000 to $1,250,000. The Company shall also reimburse the financial advisors for all reasonable
and documented expenses, subject to limitations and prior written consent of the Company. Both agreements were terminated in August 2023,
and no expense was incurred or outstanding as of September 30, 2023.
Note
7 — Warrant Liability
The
Company issued 11,912,228 warrants in connection with the Initial Public Offering and partial exercise of the overallotment, (6,666,667
Public Warrants and 4,666,667 Private Placement Warrants at the time of Initial Public Offering, 413,496 Public Warrants and 165,398
Private Placement Warrants at the time of partial exercise of the overallotment) 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 was recorded
as a liability. Accordingly, the Company has classified each warrant as a liability at its fair value. This liability is subject to re-measurement
at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair
value recognized in the Company’s condensed statements of operations.
Public
Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants.
The Public Warrants will become exercisable 30 days after the consummation of a Business Combination. The Public Warrants will expire
five years from the consummation of a Business Combination or earlier upon redemption or liquidation.
The
Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation
to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A
ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject
to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless
basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance
of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption
from registration is available.
The
Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination,
it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which
this prospectus forms a part or a new registration statement covering the registration, under the Securities Act of the Class A ordinary
shares issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause such registration
statement to become effective and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire
or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon
exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may,
until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an
effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act or another exemption.
Redemption
of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may
redeem the Warrants for redemption:
Redemption
of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may
redeem the Warrants for redemption:●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, which is referred to as the 30-day redemption period; and●if, and only if,
the closing price of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day
prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”)
|
● |
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, which is referred to as the 30-day redemption period; and |
|
|
|
|
● |
if,
and only if, the closing price of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending
on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference
Value”). |
The
Company will not redeem the warrants as described above unless an effective 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 throughout the 30-day redemption period. If and when the warrants become redeemable, the
Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under
all applicable state securities laws.
Redemption
of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the Warrants become exercisable, the Company may
redeem the Warrants for redemption:
Redemption
of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the Warrants become exercisable, the Company may
redeem the Warrants for redemption:●in whole and not in part;●at $0.10 per warrant upon a minimum of 30 days’ prior
written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and
receive the number of shares determined by reference to the table set forth under “Description of Securities—Warrants—Public
Shareholders’ Warrants” based on the redemption date and the “fair market value” of Class A ordinary shares (as
defined below);●if, and only if, the Reference Value (as defined above under “Redemption of warrants when the price per Class
A ordinary share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like); and●if the Reference Value is less than $18.00 per share (as adjusted for share
sub-divisions, share capitalizations, reorganizations, recapitalizations and the like), the private placement warrants must also concurrently
be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise
its warrants) as the outstanding public warrants, as described above.
|
● |
in
whole and not in part; |
|
|
|
|
● |
at
$0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise
their warrants on a cashless basis prior to redemption and receive the number of shares determined by reference to the table set
forth under “Description of Securities—Warrants—Public Shareholders’ Warrants” based on the redemption
date and the “fair market value” of Class A ordinary shares (as defined below); |
|
|
|
|
● |
if,
and only if, the Reference Value (as defined above under “Redemption of warrants when the price per Class A ordinary share
equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like); and |
|
|
|
|
● |
if
the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations
and the like), the private placement warrants must also concurrently be called for redemption on the same terms (except as described
herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding public warrants, as described
above. |
If
and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares
of ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws
or the Company is unable to affect such registration or qualification.
The
exercise price and number of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances
including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will
the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the
Extended Dissolution Date and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of
such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the
Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants
for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless
basis,” as described in the warrant agreement. The exercise price and number of shares of ordinary shares issuable upon exercise
of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or
recapitalization, reorganization, merger or consolidation.
In
addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection
with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class
A ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors
and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor
or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from
such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s
initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume
weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior
to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20
per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market
Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent)
to be equal to 180% of the greater of the Market Value and the Newly Issued Price.
The
Private Placement Warrants will be identical to the Public Warrants included in the Units being sold in the Initial Public Offering,
except that the Private Placement Warrants will not and the shares of ordinary shares issuable upon the exercise of the Private Placement
Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain
limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so
long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone
other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and
exercisable by such holders on the same basis as the Public Warrants.
Note
8 — Class A Ordinary Shares Subject to Possible Redemption
The
Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control
and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A ordinary shares with
a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As
of September 30, 2023 and December 31, 2022, there were 21,240,488 shares of Class A ordinary shares outstanding, which were all subject
to possible redemption and classified outside of permanent equity in the condensed balance sheets.
The
reconciliation of Class A ordinary shares subject to possible redemption is as follows.
Schedule
of Class A Ordinary Shares Subject to Possible Redemption
Class A Ordinary Shares subject to possible redemption at December 31, 2021 | |
$ | 212,404,880 | |
Plus: | |
| | |
Accretion of Class A Ordinary Shares to redemption value | |
| 3,116,565 | |
Class A Ordinary Shares subject to possible redemption at December 31, 2022 | |
| 215,521,445 | |
Plus: | |
| | |
Accretion of Class A Ordinary Shares to redemption value | |
| 2,304,389, | |
Class A Ordinary Shares subject to possible redemption at March 31, 2023 | |
| 217,825,834 | |
Plus: | |
| | |
Accretion of Class A Ordinary Shares to redemption value | |
| 2,568,625 | |
Class A Ordinary Shares subject to possible redemption at June 30, 2023 | |
$ | 220,394,459 | |
Plus: | |
| | |
Accretion of Class A Ordinary Shares to redemption value | |
| 2,856,383 | |
Class A Ordinary Shares subject to possible redemption at September 30, 2023 | |
$ | 223,250,842 | |
Note
9 — Shareholders’ Deficit
Preferred
Shares — The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred shares. As of September 30, 2023 and
December 31, 2022, there were no preferred shares issued or outstanding.
Class
A Ordinary Shares — The Company is authorized to issue up to 200,000,000 Class A ordinary shares, $0.0001 par value ordinary shares.
Holders of the Company’s ordinary shares are entitled to one vote for each share. As of September 30, 2023 and December 31, 2022,
there were 21,240,488 Class A ordinary shares issued and outstanding. Of the outstanding shares of Class A ordinary shares, 21,240,488
were subject to possible redemption as of September 30, 2023 and December 31, 2022, and therefore classified outside of permanent equity
(see Note 8). The Company originally issued 20,000,000 shares of Class A, and 1,240,488 additional shares were issued by the time of
partial practice of overallotment.
Class
B Ordinary Shares — The Company is authorized to issue up to 20,000,000 shares of Class B, $0.0001 par value ordinary shares. Holders
of the Company’s ordinary shares are entitled to one vote for each share. As of September 30, 2023 and December 31, 2022, there
were 5,310,122 shares of Class B ordinary shares issued and outstanding. The Company originally issued 5,750,000 shares of Class B, and
439,878 shares were forfeited when the overallotment option expired in December 2021.
The
shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Business Combination
on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In
the case that additional shares of Class A ordinary shares, or equity linked securities, are issued or deemed issued in excess of the
amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class
B ordinary shares shall convert into shares of Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding
shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number
of shares of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate,
on an as converted basis, 20% of the sum of the total number of all shares of ordinary shares outstanding upon the completion of the
Initial Public Offering plus all shares of Class A ordinary shares and equity linked securities issued or deemed issued in connection
with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination,
and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).
Holders of Founder Shares may also elect to convert their shares of Class B ordinary shares into an equal number of shares of Class A
ordinary shares, subject to adjustment as provided above, at any time.
The
Company may issue additional ordinary shares or preferred stock to complete its Business Combination or under an employee incentive plan
after completion of its Business Combination.
Note
10 — Fair Value Measurements
The
following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of 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 Assets Measured at Fair Value on a Recurring Basis
| |
| |
September 30, 2023 | | |
| |
December 31, 2022 | |
Asset: | |
| |
| | | |
| |
| | |
Marketable Securities Held In Trust Account (1) | |
Level 1 | |
$ | 223,250,842 | | |
Level 1 | |
$ | 215,521,445 | |
Liabilities: | |
| |
| | | |
| |
| | |
Private Placement Warrants (2) | |
Level 2 | |
$ | 1,064,021 | | |
Level 2 | |
$ | 386,566 | |
Public Warrants (2) | |
Level 2 | |
$ | 1,559,052 | | |
Level 1 | |
$ | 566,413 | |
Warrants
The
Warrants are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting date. Changes in
the fair value of the Warrants are recorded in the unaudited condensed statements of operations at the end of each period. Transfers
to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period in which a change in valuation technique or methodology
occurs. Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual
trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of
its investments. The Warrants are accounted for as liabilities in accordance with ASC 815-40, and are presented within warrant liabilities
on the condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes
in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations.
Initial
Measurement
The
Company established the initial fair value for the Warrants on October 19, 2021, using a Binomial Lattice based approach for both the
Public Warrants and the Private Placement Warrants. Specifically, the Cox-Rubenstein-Ross methodology of constructing lattice models.
The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares, and
one-third of one Public Warrant), and (ii) the sale of Private Placement Warrants, and 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,
Class A ordinary shares based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3
at the initial measurement date due to the use of unobservable inputs.
The
key inputs into the Lattice simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement:
Schedule
of Fair Value Measurement Inputs and Valuation Techniques
Input | |
(Initial Measurement) | |
Risk-free interest rate | |
| 1.17 | % |
Expected term (years) | |
| 5.00 | |
Expected volatility | |
| 12.30 | % |
Exercise price | |
$ | 11.50 | |
Fair value of Units | |
$ | 9.78 | |
The
Company’s use of a Binomial Lattice based approach required the use of subjective assumptions:
|
● |
The
risk-free interest rate assumption was based on the five-year U.S. Treasury rate, which was commensurate with the contractual term
of the Warrants, which expire on the earlier of (i) five years after the completion of the initial business combination and (ii)
upon redemption or liquidation. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair
value measurement of the warrant liabilities and vice versa. |
|
|
|
|
● |
The
expected term was determined to be slightly over five years, in-line with a typical equity investor assumed holding period |
|
|
|
|
● |
The
expected volatility assumption was based on the implied volatility from a set of comparable publicly-traded warrants as determined
based on the size and proximity of business combinations by similar special purpose acquisition companies. An increase in the expected
volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. |
|
|
|
|
● |
The
fair value of the Units, which each consist of one Class A ordinary shares and one-third of one Public Warrant, represents the closing
price on the measurement date as observed from the ticker CDAQU. |
Based
on the applied volatility assumption and the expected term to a business combination noted above, the Company determined that the risk-neutral
probability of exceeding the $18.00 redemption value by the start of the exercise period for the Warrants resulted in a nominal difference
in value between the Public Warrants and Private Placement Warrants across the valuation dates utilized in the Binomial Lattice based
approach. Therefore, the resulting valuations for the two classes of Warrants were determined to be approximately the same.
Subsequent
Measurement
Upon
consummation of the Initial Public Offering on October 19, 2021, the Company’s Warrants were classified as Level 3 due to unobservable
inputs used in the initial valuation. On December 9, 2021, the Public Warrants surpassed the 52-day threshold waiting period to be publicly
traded in accordance with the Prospectus filed October 18, 2021. Once publicly traded, the observable input qualifies the liability for
treatment as a Level 1 liability. The subsequent measurement of the Public Warrants as of December 31, 2022 were classified as Level
1 due to the use of an observable market quote in an active market. The estimated fair value of Public Warrants was transferred from
a Level 1 measurement to a Level 2 measurement due to lack of trading activity as of September 30, 2023. As the transfer of Private Placement
Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants
having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant
is equivalent to that of each Public Warrant, with an insignificant adjustment for short-term marketability restrictions. As such, the
Private Placement Warrants were classified as Level 2 as it references the price of Public Warrants.
The
following table presents the changes in the fair value of warrant liabilities for the nine months ended September 30, 2023:
Schedule
of Fair Value of Warrant Liabilities
| |
Private Placement | | |
Public | | |
Warrant Liabilities | |
Fair value as of January 1, 2023 | |
$ | 386,566 | | |
$ | 566,413 | | |
$ | 952,979 | |
Change in fair value | |
| 241,603 | | |
| 354,008 | | |
| 595,611 | |
Fair value as of March 31, 2023 | |
$ | 628,169 | | |
$ | 920,421 | | |
$ | 1,548,590 | |
Change in fair value | |
| 90,843 | | |
| 133,107 | | |
| 223,950 | |
Fair value as of June 30, 2023 | |
$ | 719,012 | | |
$ | 1,053,528 | | |
$ | 1,772,540 | |
Fair value | |
$ | 719,012 | | |
$ | 1,053,528 | | |
$ | 1,772,540 | |
Change in fair value | |
| 345,009 | | |
| 505,524 | | |
| 850,533 | |
Fair value as of September 30, 2023 | |
$ | 1,064,021 | | |
$ | 1,559,052 | | |
$ | 2,623,073 | |
Fair value | |
$ | 1,064,021 | | |
$ | 1,559,052 | | |
$ | 2,623,073 | |
Note
11 — Subsequent Events
The
Company evaluated events that have occurred after the condensed balance sheet date up through the date the condensed financial statements
were issued. Based upon the review, management did not identify any subsequent events other than what disclosed below that would have
required adjustment or disclosure in the unaudited condensed financial statements.
Between
October 10, 2023 and October 19, 2023, the Company and the New Sponsor entered into the Non-Redemption Agreements with an unaffiliated
third-party investors in exchange for such investors agreeing not to redeem the Non-Redeemed Shares at the Meeting. In exchange for the
foregoing commitment with the Company not to redeem the Non-Redeemed Shares, the New Sponsor has agreed to transfer to such investors
an aggregate of 749,810 Class B ordinary shares of the Company held by the New Sponsor, promptly following the closing of the Company’s
initial Business Combination (but no later than two business days after the satisfaction of the requisite conditions to such transfer)
if they do not exercise their redemption rights with respect to the Non-Redeemed Shares in connection with the Meeting and the Extension
Amendment Proposal is approved. The Company is currently assessing the accounting impact, if any, of the Non-Redemption Agreements.
At
the Meeting on October 19, 2023, the shareholders of the Company approved the Extension Amendment Proposal and the Founder Share Amendment
Proposal.
In
connection with the Meeting, shareholders holding 16,045,860 Class A ordinary shares (after giving effect to withdrawals of redemptions)
exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $169.1
million (approximately $10.54 per share) was removed from the Trust Account to pay such holders.
Additionally
on October 19, 2023, the Sponsor also converted an aggregate of 600,000 Founder Shares on a one-for-one basis into Class A ordinary shares
and waived any right to receive funds from the Trust Account with respect to the Class A ordinary shares received upon such conversion
and acknowledged that such shares will be subject to all of the restrictions applicable to the original Founder Shares under the terms
of the Letter Agreement. Following redemptions and conversions on October 19, 2023, the Company had 5,794,628 Class A ordinary shares
outstanding. The Company is currently assessing the accounting impact, if any, of these conversions.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
References
to the “Company,” “Compass Digital Acquisition Corp.,” “our,” “us” or “we”
refer to Compass Digital 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 interim 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 (including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Our forward-looking statements include,
but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies
regarding the future and any other statements that are not statements of current or historical facts. In addition, any statements that
refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are
forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the
words “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,”
“intends,” “plans,” “may,” “might,” “plan,” “possible,” “potential,”
“projects,” “predicts,” “will,” “would,” or “should,” or, in each case, their
negative or other variations or comparable terminology, but the absence of these words does not mean that a statement is not forward-looking.
We
caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial
condition and liquidity, and developments in the industry in which we operate, may differ materially from those made in or suggested
by the forward-looking statements contained in this Quarterly Report, and undue reliance should not be placed on forward-looking statements.
In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate
are consistent with the forward-looking statements contained in this Quarterly Report, those results or developments may not be indicative
of results or developments in subsequent periods. The forward-looking statements contained in this Quarterly Report are based on our
current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future
developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties
(some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from
those expressed or implied by these forward-looking statements.
These
risks, uncertainties and assumptions include, but are not limited to, the following risks, uncertainties, assumptions and other factors:
|
● |
our
ability to select an appropriate target business or businesses; |
|
|
|
|
● |
our
ability to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business
combination with one or more businesses (a “Business Combination”); |
|
|
|
|
● |
our
expectations around the performance of a prospective target business or businesses; |
|
|
|
|
● |
our
success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business
Combination; |
|
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our
officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or
in approving our initial Business Combination; |
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our
potential ability to obtain additional financing to complete our initial Business Combination; |
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our
pool of prospective target businesses, including the location and industry of such target businesses; |
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the
ability of our officers and directors to generate a number of potential business combination opportunities; |
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our
public securities’ potential liquidity and trading; |
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the
lack of a market for our securities; |
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the
availability to us of funds from interest income on the balance of the trust account into which certain proceeds of our initial public
offering were placed (the “Trust Account”); |
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the
Trust Account not being subject to claims of third parties; |
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our
financial performance; or |
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the
other risks and uncertainties discussed under the heading “Risk Factors” and elsewhere in this Quarterly Report, in our
Annual Report on Form 10-K for the year ended December 31, 2022 and in our registration statement on Form S-1 (File No. 333-259502)
filed in connection with our initial public offering. |
The
foregoing risks and uncertainties may not be exhaustive. Should one or more of these risks or uncertainties materialize, or should any
of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events
or otherwise, except as may be required under applicable securities laws.
Overview
We
are a blank check company incorporated in the Cayman Islands on March 8, 2021, formed for the purpose of effectuating a Business Combination.
We are an early stage and emerging growth company and, as such, are subject to all of the risks associated with early stage and emerging
growth companies.
We
will not generate any operating revenues until after the completion of our initial Business Combination, at the earliest. We will generate
non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering (as defined below).
We
have completed our initial public offering (the “Initial Public Offering”) of 20,000,000 units, each unit consists of one
Class A ordinary share of the Company, par value $0.0001 per share and one-third of one redeemable warrant of the Company (the “Units”
and, with respect to the shares of Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per
Unit on October 19, 2021.
Certain
institutional anchor investors (the “Institutional Anchor Investors”) that are not affiliated with us, Sponsors (as defined
below), or our officers, directors, or any member of our management purchased an aggregate of 20,000,000 Units. The Units were sold at
an offering price of $10.00 per Unit, generating gross proceeds of $200 million.
Simultaneously
with the closing of the Initial Public Offering, we consummated the sale of 4,666,667 warrants (the “Private Placement Warrants”)
at a price of $1.50 per Private Placement Warrant in a private placement to Compass Digital SPAC LLC (the “Legacy Sponsor”),
and the underwriters of the Initial Public Offering, generating gross proceeds of $7 million. Concurrently with the closing of the Private
Placement, the Legacy Sponsor sold an aggregate of 186,667 Private Placement Warrants to the Institutional Anchor Investors.
The
Institutional Anchor Investors also purchased equity interests of the Legacy Sponsor equivalent to 1,547,727 shares of Class B ordinary
shares (“Founder Shares”) from the Legacy Sponsor at the original purchase price of $0.004 per share. The Founder Shares
will automatically convert into shares of Class A ordinary shares at any time at the election of a holder of Founder Shares or at the
time of our initial Business Combination on a one-for-one basis, subject to adjustment as provided in the Company’s amended and
restated memorandum and articles of association (the “Charter”).
Following
the closing of our Initial Public Offering on October 19, 2021, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of
the sale of the Units in our Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the
“Trust Account”) located in the United States have been held in an interest-bearing bank deposit account or invested only
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 us meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment
Company Act, as determined by us. As of October 19, 2023, the funds in the Trust Account were moved to a segregated interest-bearing
bank deposit account.
The
underwriters notified the Company of their intention to partially exercise the over-allotment option on November 30, 2021 (the “Over-Allotment”).
As such, on November 30, 2021, the Company consummated the sale of an additional 1,240,488 Units, at $10.00 per Unit, and the sale of
an additional 165,398 Private Placement Warrants, at $1.50 per Private Placement Warrant, generating total gross proceeds of $12,404,880
and $248,097, respectively. The underwriters forfeited the balance of the over-allotment option. A total of $12,404,880 of the net proceeds
was deposited into the Trust Account, bringing the aggregate proceeds deposited into the Trust Account in connection with our Initial
Public Offering to $212,404,880. The Company incurred additional offering costs of $682,268 in connection with the Over-Allotment (of
which $434,171 was for deferred underwriting fees).
Our
management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale
of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating
a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have
a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions
and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination.
We will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding
voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register
as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no
assurance that we will be able to successfully effect a Business Combination.
We
will provide the holders of our outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all
or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting
called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, we
may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem
their shares without voting, and if they do vote, irrespective of whether they vote for or against a Business Combination. We will proceed
with a Business Combination only if we have net tangible assets of at least $5,000,001 either immediately prior to or upon such closing
of a Business Combination and, if we seek shareholder approval, a majority of the outstanding shares voted are voted in favor of the
Business Combination.
If
we seek shareholder approval of a Business Combination and do not conduct redemptions pursuant to the tender offer rules, our Charter
provides that, a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is
acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption
rights with respect to more than an aggregate of 15% of the Public Shares without our prior written consent.
The
public shareholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially
$10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to us to pay its
tax obligations). The per-share amount to be distributed to shareholders who redeem their shares will not be reduced by the deferred
underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of a Business Combination
with respect to the Company’s warrants. These Class A ordinary shares have been recorded at a redemption value and classified as
temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”)
Topic 480 “Distinguishing Liabilities from Equity.”
If
a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant
to our Charter, offer such redemption pursuant to the tender offer rules of 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.
Each
of Legacy Sponsor and HGC Opportunity, LLC (the “New Sponsor” together, with the Legacy Sponsor, the “Sponsors”)
has agreed (a) to vote its Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business
Combination, (b) not to propose an amendment to our Charter with respect to the Company’s pre-Business Combination activities prior
to the closing of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their
Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) into the right to receive
cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender
offer in connection with a Business Combination if we do not seek shareholder approval in connection therewith) or a vote to amend the
provisions of our Charter relating to shareholders’ rights of pre-Business Combination activity and (d) that the Founder Shares
shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsors
will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the
Initial Public Offering if the Company fails to complete its Business Combination.
If
we are unable to complete a Business Combination by July 19, 2024 (the “Extended Dissolution Date”), we will (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter,
redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes (less up to $100,000
of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish
public shareholder’s rights as shareholders (including the right to receive further liquidation distributions, if any), subject
to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders
and our board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each
case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of applicable law. The underwriters
have agreed to waive their rights to the deferred underwriting commission held in the Trust Account in the event we do not complete a
Business Combination within the Extended Dissolution Date and, in such event, such amounts will be included with the funds held in the
Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that
the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit $10.00.
As
of September 30, 2023 and December 31, 2022, we held cash of $450,980 and $936,434 respectively and current liabilities of $926,502 and
$1,245,832, respectively. Further, we expect to continue to incur significant costs in the pursuit of our initial business combination.
We cannot assure you that our plans to complete an initial business combination will be successful.
Recent
Developments
On
August 30, 2023, the Legacy Sponsor and the New Sponsor entered into an agreement (the “Sponsor Purchase Agreement”), and
on August 31, 2023, the Legacy Sponsor and the New Sponsor consummated the transactions contemplated thereby (the “Sponsor Closing”).
Pursuant to the terms of the Sponsor Purchase Agreement, at the Sponsor Closing: (i) the Legacy Sponsor transferred 3,093,036 Founder
Shares and 4,645,398 Private Placement Warrants to the New Sponsor; (ii) New Sponsor agreed to cause the Company to pay $300,000 in cash
consideration upon closing of the Company’s initial Business Combination at the Legacy Sponsor’s direction to entities or
accounts as directed by the Legacy Sponsor (including the repayment of the $125,000 balance of the note payable to the Legacy Sponsor);
(iii) New Sponsor entered into a joinder to the Company’s existing registration rights agreement; (iv) the Legacy Sponsor assigned
the existing administrative services letter agreement with the Company to the New Sponsor; (v) all of the members of the Board of Directors
(the “Board”) and officers of the Company resigned, and Daniel J. Hennessy, Thomas D. Hennessy, Kirk Hovde, Matt Schindel
and M. Joseph Beck were appointed as directors and Thomas D. Hennessy and Nick Geeza were appointed as the Chief Executive Officer and
the Chief Financial Officer of the Company, respectively, and (vi) the Company entered into an amendment to the existing Letter Agreement
dated October 14, 2021 (as amended, the “Letter Agreement”) with the Legacy Sponsor, the New Sponsor and the Company’s
former officers and directors, pursuant to which the New Sponsor became a party to the Letter Agreement and all Founder Shares and Private
Placement Warrants transferred to the New Sponsor remain subject to the terms of the Letter Agreement. Following the Sponsor Closing,
the Legacy Sponsor retained 2,217,086 Founder Shares and no Private Placement Warrants.
Between
October 10, 2023 and October 19, 2023, the Company and the New Sponsor entered into agreements (“Non-Redemption Agreements”)
with an unaffiliated third party investors in exchange for such investors agreeing not to redeem an aggregate of 4,998,734 Class A ordinary
shares (“Non-Redeemed Shares”) at the extraordinary general meeting on October 19, 2023 called by the Company (the “Meeting”)
to approve a proposal to amend the Company’s Charter to extend the date by which the Company must consummate an initial business
combination (the “Extension Amendment Proposal”) from October 19, 2023 to July 19, 2024 (the “Extension”) and
to approve a proposal to amend the Charter to permit the issuance of Class A ordinary shares to holders of the Class B ordinary shares,
upon the exercise of the right of a holder of the Class B ordinary shares to convert such Class B ordinary shares into Class A ordinary
shares on a one-for-one basis, at any time and from time to time, prior to the closing of an initial business combination (the “Founder
Share Amendment Proposal”). In exchange for the foregoing commitment with the Company not to redeem the Non-Redeemed Shares, the
New Sponsor has agreed to transfer to such investors an aggregate of 749,810 Class B ordinary shares of the Company held by the New Sponsor,
promptly following the closing of the Company’s initial Business Combination (but no later than two business days after the satisfaction
of the requisite conditions to such transfer) if they do not exercise their redemption rights with respect to the Non-Redeemed Shares
in connection with the Meeting and the Extension Amendment Proposal is approved.
At
the Meeting on October 19, 2023, the shareholders of the Company approved the Extension Amendment Proposal and the Founder Share Amendment
Proposal.
In
connection with the Meeting, shareholders holding 16,045,860 Class A ordinary shares (after giving effect to withdrawals of redemptions)
exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $169.1
million (approximately $10.54 per share) was removed from the Trust Account to pay such holders.
Additionally
on October 19, 2023, the Sponsor also converted an aggregate of 600,000 Founder Shares on a one-for-one basis into Class A ordinary shares
and waived any right to receive funds from the Trust Account with respect to the Class A ordinary shares received upon such conversion
and acknowledged that such shares will be subject to all of the restrictions applicable to the original Founder Shares under the terms
of the Letter Agreement. Following redemptions and conversions on October 19, 2023, the Company had 5,794,628 Class A ordinary shares
outstanding.
Results
of Operations
Our
entire activity since inception up to September 30, 2023, relates to our formation, Initial Public Offering, and the search for a target
business with which to consummate an initial Business Combination. We will not be generating any operating revenues until the closing
and completion of our initial Business Combination, at the earliest. We expect to generate non-operating income in the form of interest
income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. We expect to incur increased expenses
as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence
expenses.
For
the three months ended September 30, 2023, we had a net income of $2,009,138, consisting of $594,934 loss from operations, all consisting
of operating expenses, and a loss due to a change in fair value of derivative warrant liabilities of $850,533 and offset by interest
earned on marketable securities held in the Trust Account of $2,856,382, gain on settlement of professional legal fees of $351,409 and
gain on settlement of deferred underwriting fees of $246,814.
For
the nine months ended September 30, 2023, we had a net income of $5,410,558, consisting of $1,246,968 loss from operations, all consisting
of operating expenses, and a loss due to a change in fair value of derivative warrant liabilities of $1,670,094 and offset by interest
earned on marketable securities held in the Trust Account of $7,729,397, gain on settlement of professional legal fees of $351,409 and
gain on settlement of deferred underwriting fees of $246,814.
For
the three months ended September 30, 2022, we had net income of $2,596,227, consisting of $270,172 loss from operations, all consisting
of operating expenses, offset by a gain due to a change in fair value of derivative warrant liabilities of $1,905,956 and interest earned
on marketable securities held in the Trust Account of $960,443.
For
the nine months ended September 30, 2022, we had net income of $7,737,188, consisting of $809,049 loss from operations, all consisting
of operating expenses, offset by a gain due to a change in fair value of derivative warrant liabilities of $7,266,459 and interest earned
on marketable securities held in the Trust Account of $1,279,778.
Off-Balance
Sheet Arrangements; Commitments and Contractual Obligations
As
of September 30, 2023 and December 31, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K and did not have any commitments or contractual obligations other than obligations disclosed herein.
Contractual
Obligations
Administrative
Services Agreement
Commencing
on October 14, 2021, and until completion of our initial business combination or liquidation, we will reimburse an affiliate of our Sponsors
up to an amount of $10,000 per month for office space and secretarial and administrative support. There was $30,000 and $90,000 incurred
for the three months and nine months ended September 30, 2023 for the related party administrative support, respectively. There was no
amount incurred for the three and nine months ended September 30, 2022 for the related party administrative support, respectively. The
Legacy Sponsor assigned the existing administrative services letter agreement with the Company to the New Sponsor on August 31, 2023.
Registration
Rights
The
holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Legacy Working Capital
Loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration
rights agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring us to register such securities
for resale (in the case of the Founder Shares, only after conversion to our Class A ordinary shares). The holders of the majority of
these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In
addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent
to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under
the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting
Agreement
In
connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the prospectus (the “Over-Allotment
Option”) to purchase up to 3,000,000 additional units to cover over-allotments (the “Option Units”), if any. On November
30, 2021, the underwriters purchased an additional 1,240,488 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 aggregate additional gross proceeds of $12,404,880 to
us.
The
underwriters were entitled to a cash underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering, or $4,000,000
(or $4,600,000 if the over-allotment option in exercised in full). In addition, the underwriters were entitled to a deferred fee of three
and half percent (3.50%) of the gross proceeds of the Initial Public Offering, or $7,000,000 (or $8,050,000 if the over-allotment option
in exercised in full). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in
the event that we complete a Business Combination, subject to the terms of the underwriting agreement.
On
August 11 and August 14, 2023, the Company received formal confirmations from JP Morgan and Citi, informing the Company of their decisions
to waive any entitlement they may have to their deferred underwriting fees payable held in the Trust Account with respect to any Business
Combination. Out of the release of $7,434,171 deferred underwriting fees, $7,187,357 is charged against accumulated deficit in the accompanying
unaudited condensed balance sheet as of September 30, 2023 and $246,814 is reflected as gain on settlement of deferred underwriting fees
in the accompanying unaudited condensed statements of operations for the three and nine months ended September 30, 2023.
Financial
Advisory Agreements
We
entered into two financial advisory agreements in September and December 2022, respectively, with financial advisors in connection with
the Company’s business combinations. The Company has agreed to pay success fees for signed letters of intent and any successful
acquisition. Success fees range from $50,000 to $1,250,000. The Company shall also reimburse the financial advisors for all reasonable
and documented expenses, subject to limitations and prior written consent of the Company. Both agreements were terminated in August 2023,
and no expense was incurred or outstanding as of September 30, 2023.
Investor
Subscription Agreement
On
September 6, 2023, the Company entered into a subscription agreement (the “Polar Subscription Agreement”) with the New Sponsor
and Polar Multi-Strategy Master Fund (“Polar”), pursuant to which Polar agreed to fund up to $1,500,000 to Company, subject
to certain funding milestones. Once the Company has reached a defined milestone, upon on at least five (5) calendar days’ prior
written notice (“Capital Notice”), the Sponsor may require a drawdown against the capital commitment in order to meet the
Sponsor’s commitment to the Company under a drawdown request (“Capital Call”, such funded amounts, the “Capital
Investment”). As of September 30, 2023, the Capital Investment was $500,000. The Capital Investment will be repaid to Polar by
the Company upon the closing of an initial Business Combination. Polar may elect to receive such repayment (i) in cash or (ii) in Class
A ordinary shares at a rate of one Class A ordinary share for each ten dollars of the Capital Investment. In the event the Company liquidates
without consummating a Business Combination, any amounts remaining in the Company’s cash accounts (excluding the Trust Account)
will be paid to Polar by the Company within five (5) calendar days of the liquidation, and such amounts will be the sole recourse for
Polar.
Liquidity
and Capital Resources
As
of September 30, 2023, we had $450,980 in its operating bank account and working capital deficit of $390,085. To date, our liquidity
needs have been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange
for the issuance of the Founder Shares, a loan of approximately $195,000 pursuant to a promissory note issued to the Legacy Sponsor,
and the net proceeds from the consummation of the Private Placement not held in the Trust Account. We fully repaid the promissory note
to the Legacy Sponsor on October 19, 2021. In addition, in order to finance transaction costs in connection with a Business Combination,
our officers, directors and Initial Shareholders may, but are not obligated to, provide us Working Capital Loans (the “Legacy Working
Capital Loans”). Furthermore, On September 6, 2023, We entered into the Polar Subscription Agreement with Polar and the New Sponsor
for an additional working capital loan of up to $1,500,000. As of September 30, 2023, we had drawn $125,000 from Legacy Working Capital
Loans and $500,000 from New Working Capital Loan.
Based
on the foregoing, we believe that we may not have sufficient working capital to meet its needs through the consummation of a Business
Combination. Over this time period, we will be using these funds for paying existing accounts payable, operating costs, identifying and
evaluating prospective Initial Business Combination candidates, performing due diligence on prospective target businesses, paying for
travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business
Combination.
Going
Concern Consideration
In
connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Account
Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going
Concern.” We until July 19, 2024 to consummate a Business Combination. It is uncertain that we will be able to consummate a Business
Combination by this time and we are lacking the financial resources we need to sustain operations for a reasonable period of time, which
is considered to be one year from the issuance date of the financial statements. If a Business Combination is not consummated by this
date, there will be a mandatory liquidation and subsequent dissolution of the Company. We cannot provide any assurance that (i) new financing
will be available to it on commercially acceptable terms, if at all, or (ii) that its plans to consummate an initial Business Combination
will be successful. Management has determined that the liquidity condition and mandatory liquidation should a Business Combination not
occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern.
The financial statements do not include any adjustments that might result from our inability to continue as a going concern.
Critical
Accounting Policies and Estimates
This
management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed financial
statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
The preparation of these unaudited condensed financial statements requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements.
On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued
expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable
under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Emerging
Growth Company
We
are 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, we, 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 our financial statements with another public company, which is neither an emerging
growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because
of the potential differences in accounting standards used.
Use
of Estimates
The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates.
Net
Income Per Ordinary Share
We
comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of shares,
which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes
of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average of ordinary shares outstanding
for the respective period. We did not consider the effect of the warrants issued in connection with the Initial Public Offering and the
Private Placement to purchase an aggregate of 1,240,488 shares of ordinary shares in the calculation of diluted income per share because
their exercise is contingent upon future events and since their inclusion would be anti-dilutive under the treasury stock method. Accretion
associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair
value.
Warrant
Liability
We
account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific
terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC
815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition
of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including
whether the warrants are indexed to our own common stock, among other conditions for equity classification. This assessment, which requires
the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while
the warrants are outstanding.
For
issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component
of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification,
the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.
Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed statements of operations.
Class
A Ordinary Shares Subject to Redemption
We
account for our ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)
Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified
as a liability instrument and is 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) is classified as temporary equity. At all other times, ordinary shares are classified as shareholder’s
equity. Our ordinary shares feature certain redemption rights that is considered to be outside of our control and subject to the occurrence
of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value as temporary
equity, outside of the shareholders’ deficit section of the Company’s balance sheet.
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 and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded,
processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is
accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons
performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Our
management evaluated, with the participation of our principal executive officer and interim principal financial and accounting officer
(our “certifying officers”), the effectiveness of our disclosure controls and procedures as of September 30, 2023, pursuant
to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our certifying officers concluded that, as of September 30, 2023,
our disclosure controls and procedures were not effective due to a material weakness in our internal controls over financial reporting
related to the recording of a contingent fee commitment due to a third-party service provider during the preparation of our annual report
on Form 10-K as of and for the period ended December 31, 2022. In light of this material weakness, we performed additional analysis as
deemed necessary to ensure that our annual financial statements were prepared in accordance with GAAP. Accordingly, management believes
that the financial statements included in this Report present fairly in all material respects our financial position, results of operations
and cash flows for the period presented.
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
Our
certifying officers concluded that, as of December 31, 2022, our disclosure controls and procedures were not effective due to a material
weakness in our internal controls over financial reporting related to our review controls over the contingent fee commitment relating
to unrecorded legal fees due to a third-party service provider. Effective internal controls are necessary for us to provide reliable
financial reports and prevent fraud. We continue to evaluate steps to remediate the identified material weakness. These remediation measures
may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects. In light
of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared
in accordance with GAAP. There was no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f)
and 15d-15(f) of the Exchange Act) that occurred during the fiscal quarter ended September 30, 2023 covered by this Quarterly Report
on Form 10-Q 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.
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
for the year ended December 31, 2022 filed with the SEC on April 18, 2023. Any of these 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. We may disclose changes to such risk factors or disclose additional
risk factors from time to time in our future filings with the SEC.
Item
2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.
Unregistered
Sales of Equity Securities
In
reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and/or
Rule 506 promulgated thereunder, we have made sales of the following unregistered securities during the three-month period ended September
30, 2023:
|
● |
On
September 6, 2023, the Company entered into a subscription agreement (the “Polar Subscription Agreement”) with the New
Sponsor and Polar Multi-Strategy Master Fund (“Polar”), pursuant to which Polar agreed to fund up to $1,500,000 to Company,
subject to certain funding milestones. Once the Company has reached a defined milestone, upon on at least five (5) calendar days’
prior written notice (“Capital Notice”), the Sponsor may require a drawdown against the capital commitment in order to
meet the Sponsor’s commitment to the Company under a drawdown request (“Capital Call”, such funded amounts, the
“Capital Investment”). As of September 30, 2023, the Capital Investment was $500,000. The Capital Investment will be
repaid to Polar by the Company upon the closing of an initial Business Combination. Polar may elect to receive such repayment (i)
in cash or (ii) in Class A ordinary shares at a rate of one Class A ordinary share for each ten dollars of the Capital Investment.
The Company must (i) to the extent feasible and in compliance with all applicable laws and regulations register the shares issued
to Polar as part of any registration statement issuing shares before or in connection with the closing of a Business Combination
or (ii) if no such registration statement is filed in connection with the closing of a Business Combination, promptly register such
shares pursuant to the first registration statement filed by the Company or the surviving entity following a Business Combination,
which shall be filed no later than 30 days after the closing of a Business Combination and declared effective no later than 90 days
after the closing of a Business Combination. In consideration of Polar’s Capital Investment, the Company has agreed to issue
or cause the surviving entity in the Business Combination to issue, 0.9 of a Class A ordinary share of the surviving entity for each
dollar of Polar’s Capital Investment funded as of or prior to the closing of the Business Combination. Upon certain events
of default under the Polar Subscription Agreement the Company (or the surviving entity, as applicable) must issue to Polar an additional
0.1 of a Class A ordinary share for each dollar of the Capital Investment funded as of the date of such default, and for each month
thereafter until such default of failure is cured, subject to certain limitations provided for therein. In the event the Company
liquidates without consummating a Business Combination, any amounts remaining in the Company’s cash accounts (excluding the
Trust Account) will be paid to Polar by the Company within five (5) calendar days of the liquidation, and such amounts will be the
sole recourse for Polar. |
Item
3. Defaults upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
Not
applicable.
Item
5. Other Information.
None.
Item
6. Exhibits.
Exhibit
Number |
|
Description |
10.1 |
|
Amendment
to Letter Agreement, dated as of August 31, 2023, by and among Compass Digital Acquisition Corp., HCG Opportunity, LLC, Compass
Digital SPAC, LLC and the individuals party thereto (incorporated by reference to the Company’s Current Report on Form 8-K
filed on September 7, 2023). |
10.2* |
|
Subscription Agreement, dated September 6, 2023, by and among Compass Digital Acquisition Corp., HCG Opportunity, LLC, and Polar Multi-Strategy Master Fund |
31.1* |
|
Certification of Chief Executive Officers (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 Chief Financial Officer (Principal Financial and Accounting 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 Chief Executive Officers (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 Chief Financial Officer (Principal Financial and Accounting 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). |
* | Filed
herewith. |
** | These
certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under
the Securities Act of 1933, except as shall be expressly set forth by specific reference
in such filing. |
SIGNATURE
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.
Date:
November 20, 2023 |
By: |
/s/
Thomas Hennessy |
|
Name: |
Thomas
Hennessy |
|
Title: |
Chief
Executive Officer
|
|
|
(Principal
Executive Officer)
|
|
|
|
|
By: |
/s/
Nick Geeza |
|
Name: |
Nick
Geeza |
|
Title: |
Chief
Financial Officer
|
|
|
(Principal
Financial and Accounting Officer) |
EXHIBIT
10.2
SUBSCRIPTION
AGREEMENT
THIS
SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of September 6, 2023 (the “Effective
Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), Compass Digital Acquisition
Corp., a Cayman Islands exempted company (the “SPAC”) and HCG Opportunity, LLC, a Delaware limited liability company
(the “Sponsor”). Investor, SPAC and Sponsor are referred to in this Agreement individually as a “Party”
and collectively as the “Parties.”
WHEREAS,
the SPAC is a special purpose acquisition company that closed on its initial public offering on October 19, 2021, initially with 24 months
to complete an initial business combination (the “De- SPAC”);
WHEREAS,
as of the date of this Agreement, the SPAC has not completed the De-SPAC;
WHEREAS,
the SPAC is seeking to raise up to $1,500,000 from existing SPAC investors to cover working capital expenses;
WHEREAS,
pursuant to the terms and conditions of this Agreement, Investor has agreed to fund up to $1,500,000 (the “Investor Capital
Contribution”);
WHEREAS,
the SPAC intends to pay a return of capital to Investor at the closing of the De-SPAC transaction (the “De-SPAC Closing”),
in accordance with Section 1.3 below; and
NOW,
THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and
the representations, warranties, covenants and agreement contained in this Agreement, and intending to be legally bound hereby, the Parties
agree as follows:
ARTICLE
I
SUBSCRIPTION
AND RETURN OF CAPITAL
|
1.1 |
Capital
Calls. From time to time, the SPAC will request funds from the Sponsor for working capital purposes (each a “Drawdown
Request”). On at least five (5) calendar days’ prior written notice (“Capital Notice”) the Sponsor
may require a drawdown from the Investor against the Investor Capital Contribution in order to meet the Sponsor’s commitment
to the SPAC under a Drawdown Request (each a “Capital Call”) subject to the following conditions: |
|
1.1.1 |
The
Capital Notice to the Investor shall include (i) the total amount requested by the SPAC under the Drawdown Request and (ii) the amount
being called from the Investor; |
|
|
|
|
1.1.2 |
The
aggregate amount of the Capital Calls shall not exceed the Investor Capital Contribution; |
|
|
|
|
1.1.3 |
An
initial Capital Call of up to $500,000 of the Investors Capital Contribution may be called by the Sponsor after the closing of the
transactions contemplated by the Term Sheet (as such term is defined in Form 8-K dated August 17, 2023 filed with the SEC on August
21, 2023 by the SPAC (File No. 001-40912), which, for the avoidance of doubt shall be the Sponsor’s purchase of 3,093,036 Class
B ordinary shares of the SPAC and 100% of the private placement warrants of the SPAC; |
|
|
|
|
1.1.4 |
a
Capital Call of up to $250,000 of the Investor Capital Contribution may be called after the date the SPAC delivers, on a confidential
basis, a copy to the Investor of a letter of intent with respect to completing a business combination agreement that is acceptable
to Investor (acting reasonably); |
|
|
|
|
1.1.5 |
a
Capital Call of up to $500,000 of the Investor Capital Contribution may be called after the date the SPAC announces a business combination
agreement; and |
|
|
|
|
1.1.6 |
a
Capital Call of up to $250,000 of the Investor Capital Contribution may be called after the date of a filing of a registration statement
in relation to the business combination. |
|
|
|
|
|
For
greater certainty, Sponsor has the right but no obligation to make Capital Call(s) in its sole discretion, and no Capital Calls may
be made after the termination or expiry of this Agreement. All Capital Call funding shall be made by the Investor directly to the
SPAC . |
|
1.2 |
Subscription.
If the De-SPAC is closed and in consideration of the Capital Call(s) funded by Investor and received by the SPAC hereunder (such
funded amounts, the “Capital Investment”), the SPAC (or the surviving entity following the De-SPAC Closing) will
issue to the Investor 0.9 shares of the SPAC’s Class A Common Stock for each dollar of the Investor’s Capital Investment
at the De-SPAC Closing (“Subscription Shares”). The Subscription Shares shall not be subject to any transfer restrictions
or any other lock-up provisions, earn outs, or other contingencies. The Subscription Shares (i) to the extent feasible and in compliance
with all applicable laws and regulations shall be registered as part of any registration statement issuing shares before or in connection
with the De-SPAC Closing or (ii) if no such registration statement is filed in connection with the De-SPAC Closing, shall promptly
be registered pursuant to the first registration statement filed by the SPAC or the surviving entity following the De-SPAC Closing,
which shall be filed no later than 30 days after the De-SPAC Closing and declared effective no later than 90 days after the De-SPAC
Closing. The Sponsor shall not sell, transfer, or otherwise dispose of any securities (including warrants) owned by the Sponsor,
other than shares transferred to third party investors (including directors and officers of Sponsor) as an incentive to provide financing
or other services reasonably required in connection with the De-SPAC Closing up to an aggregate amount that would not result in the
shares held by Sponsor being less than an amount equal to the Subscription Shares plus 450,000 shares (such amount, the “Transfer
Cap”), until the Subscription Shares have been transferred to the Investor and the registration statement has been made
effective. |
|
|
|
|
1.3 |
Return
of Capital. An amount equal to the Capital Investment shall be paid by the SPAC to the Investor as a return of capital within
5 business days of the De-SPAC Closing. The Sponsor shall not sell, transfer, or otherwise dispose of any securities (including warrants)
owned by the Sponsor, other than shares transferred to third party investors (including directors and officers of Sponsor) as an
incentive to provide financing or other services reasonably required in connection with the De-SPAC Closing up to the Transfer Cap,
until the full amount of the Investor’s Capital Investment has been returned and paid to the Investor. The SPAC and Sponsor
shall be jointly and severally obligated for such repayment; provided, that, notwithstanding anything to the contrary in this Agreement,
any obligations for payment, repayment or similar obligation of Sponsor under this Agreement shall be limited solely to the transfer
of shares to Investor. If the De-SPAC is closed, the Investor may elect at the De-SPAC Closing to receive such repayments of the
Capital Investment either in cash or Class A Ordinary Share at a rate of one Class A Ordinary Share for each US$10 of the Capital
Investment. If the SPAC liquidates without consummating a De-SPAC, any amounts remaining in the SPAC’s cash accounts, not including
the SPAC’s trust account, will be paid to the Investor by the SPAC within five (5) calendar days of the liquidation, and such
amounts shall be the sole recourse for Investor. |
|
|
|
|
1.4 |
Default.
In the event that Sponsor or SPAC defaults in its obligations under Section 1.2 or 1.3 (excluding the last sentence thereof)
of this Agreement and in the event that such default continues for a period of five (5) business days following written notice to
the Sponsor and the SPAC (the “Default Date”), the SPAC shall immediately transfer to Investor 0.1 shares of SPAC
Class A Common Stock (the “Default Shares”) for each $1.00 of Investor’s Capital Investment on the Default
Date and shall transfer to the Investor an additional 0.1 Default Shares for each $1.00 the Investor has funded each month thereafter,
until the default is cured; provided however, that in no event will Sponsor transfer any Default Shares to Investor that would result
in Investor (together with any other persons whose beneficial ownership of the SPAC’s Common Stock would be aggregated with
Investor’s for purposes of Section 13(d) or Section 16 of the Exchange Act and the applicable regulations of the U.S. Securities
and Exchange Commission (the “SEC”), including any “group” of which Investor is a member) beneficially
owning more than 19.9% of the outstanding shares of SPAC Common Stock (“Transfer Limit”); provided further than
any Default Shares that were not transferred to Investor because the transfer of such shares would have exceeded the Transfer Limit
shall be promptly transferred to Investor upon written request from Investor to extent that, at the time of such request, such transfer
would no longer exceed the Transfer Limit. Any such Default Shares received pursuant to this Section 1.4 shall be added to the registration
statement required by Section 1.2 of this Agreement if not then effective and if such registration statement has been declared effective,
such Default Shares shall be promptly registered, and in any event will be registered within 90 days. In the event that Investor
notifies Sponsor and the SPAC of any default pursuant to this Section 1.4, Sponsor shall not sell, transfer, or otherwise dispose
of any securities (including warrants) owned by the Sponsor, other than shares transferred to third party investors (including directors
and officers of Sponsor) as an incentive to provide financing or other services reasonably required in connection with the De-SPAC
Closing up to the Transfer Cap, and other than in accordance with this Section 1.4, until such default is cured. |
|
1.5 |
Wiring
Instructions. Within five (5) calendar days of receiving a Capital Notice, the Investor shall advance the Capital Call amount
specified in the Capital Notice to the SPAC by wire transfer of immediately available funds pursuant to the wiring instructions separately
provided. For clarity, the aggregate amount of the Capital Calls funded under this Agreement will not exceed the Investor Capital
Contribution. |
|
|
|
|
1.6 |
Reimbursement.
On the De-SPAC Closing, the SPAC will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor
in connection with this agreement not to exceed $5,000. |
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES
Each
Party hereby represents and warrants to each other Party as of the date of this Agreement and as of the Closing that:
|
2.1 |
Authority.
Such Party has the power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The
execution, delivery and performance by the Party of this Agreement and the consummation of the transfer have been duly authorized
by all necessary action on the part of the relevant Party, and no further approval or authorization is required on the part of such
Party. This Agreement will be valid and binding on each Party and enforceable against such Party in accordance with its terms, except
as the same may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance, moratorium or
similar laws affecting the enforcement of creditors rights generally and general equitable principles, regardless of whether such
enforceability is considered in a proceeding at law or in equity. |
|
|
|
|
2.2 |
Acknowledgement.
Each Party acknowledges and agrees that the Subscription Shares and Default Shares (as defined herein) have not been registered
under the Securities Act or under any state securities laws and the Investor represents that, as applicable, it (a) is acquiring
the Subscription Shares and Default Shares pursuant to an exemption from registration under the Securities Act with no present intention
to distribute them to any person in violation of the Securities Act or any applicable U.S. state securities laws, (b) will not sell
or otherwise dispose of any of the Subscription Shares and Default Shares, except in compliance with the registration requirements
or exemption provisions of the Securities Act and any applicable U.S. state securities laws, (c) has such knowledge and experience
in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of the Exchange
and of making an informed investment decision, and has conducted a review of the business and affairs of the SPAC that it considers
sufficient and reasonable for purposes of making the transfer, and (d) is an “accredited investor” (as that term
is defined by Rule 501 under the Securities Act). Each Party acknowledges and agrees that this subscription will not be treated as
indebtedness for U.S. tax purposes. |
|
2.3 |
Trust
Waiver. Reference is made to the final prospectus of the SPAC, dated as of July 20, 2021 and filed with the SEC (File No. 333-257185)
on July 22, 2021 (the “Prospectus”). The Investor hereby represents and warrants that it has read the Prospectus
and understands that the SPAC has established a trust account in connection with its initial public offering (the “Trust
Account”) containing the proceeds of the initial public offering and the overallotment securities acquired by its underwriters
and from certain private placements occurring simultaneously with the initial public offering (including without limitation interest
accrued from time to time thereon) for the benefit of the SPAC’s public shareholders (including without limitation overallotment
shares acquired by the SPAC’s underwriters, the “Public Shareholders”), and that, except as otherwise described
in the Prospectus, the SPAC may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect
to redeem their SPAC shares in connection with the consummation of a De-SPAC Closing or in connection with an extension of its deadline
to consummate a De-SPAC Closing, (b) to the Public Shareholders if the SPAC fails to consummate a De-SPAC Closing within 36 months
after the closing of the initial public offering, subject to extension by an amendment to the SPAC’s organizational documents,
(c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise or income
taxes or (d) to the SPAC after or concurrently with the consummation of a De-SPAC Closing. For and in consideration of the SPAC and
the Sponsor entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Investor hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in
this Agreement, neither it nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim
of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including
without any limitation any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or
relating in any way to, this Agreement or any proposed or actual business relationship between the SPAC or its representatives, on
the one hand, and the Investor or its representatives, on the other hand, or any other matter, and regardless of whether such claim
arises based on contract, tort, equity or any other theory of legal liability, except as expressly provided in any future definitive
transaction document between the SPAC and the Investor or to the extent the SPAC completes a De-SPAC Closing and funds are released
to the SPAC from the Trust Account in accordance with the terms of the trust agreement (collectively, the “Released Claims”).
The Investor on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that it or any of its affiliates
may have against the Trust Account (including without limitation any distributions therefrom) now or in the future as a result of,
or arising out of, any negotiations, contracts or agreements with the SPAC or its representatives and will not seek recourse against
the Trust Account (including without limitation any distributions therefrom) for any reason whatsoever (including without limitation
for an alleged breach of this Agreement or any other agreement with the SPAC or its affiliates). The Investor agrees and acknowledges
that such irrevocable waiver is material to this Agreement and specifically relied upon by the SPAC, the Sponsor and their respective
affiliates to induce the SPAC and the Sponsor to enter into this Agreement, and the Investor further intends and understands such
waiver to be valid, binding and enforceable against the Investor and its affiliates under applicable law. To the extent the Investor
and its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating
to any Released Claims, which proceeding seeks, in whole or in part, monetary relief against the SPAC or its representatives, the
Investor hereby acknowledges and agrees that the sole remedy of the Investor and its affiliates shall be against funds held outside
of the Trust Account and that such claim shall not permit the Investor and its affiliates (or any person claiming on any of their
behalf or in lieu of any of them) to have any claim against the Trust Account (including without limitation any distributions therefrom)
or any amounts contained therein. In the event the Investor or any of its affiliates commences any action or proceeding based upon,
in connection with, relating to or arising out of any matter relating to Released Claims, which proceeding seeks, in whole or in
part, relief against the Trust Account (including without limitation any distributions therefrom) or the Public Shareholders, whether
in the form of money damages or injunctive relief, the Sponsor, the SPAC and their respective representatives, as applicable, shall
be entitled to recover from the Investor and its affiliates the associated legal fees and costs in connection with any such action,
in the event the Sponsor, the SPAC or their respective representatives, as applicable, prevails in such action or proceeding. This
provision shall not be deemed to limit Investor’s right, title, interest or claim to the Trust Account by virtue of the Investor’s
record or beneficial ownership of securities of the SPAC acquired by any means other than pursuant to this Agreement, including but
not limited to any redemption right with respect to any such securities of the SPAC. |
|
2.4 |
Restricted
Securities. Investor hereby represents, acknowledges and warrants its representation of, understanding of and confirmation of
the following: |
|
● |
Investor
realizes that, unless subject to an effective registration statement, the Subscription Shares and Default Shares cannot readily be
sold as they will be restricted securities and therefore the Default Shares must not be accepted unless Investor has liquid assets
sufficient to assure that Investor can provide for current needs and possible personal contingencies; |
|
|
|
|
● |
Investor
understands that, because the SPAC is a former “shell company” as contemplated under paragraph (i) of Rule 144, regardless
of the amount of time that the Investor holds the Subscription Shares and Default Shares, sales of the Subscription Shares and Default
Shares may only be made under Rule 144 upon the satisfaction of certain conditions, including that the SPAC is no longer a ‘shell
company’ and that the SPAC has not been a ‘shell company’ for at least the last 12 months—i.e., that no sales
of Default Shares and Default Shares can be made pursuant to Rule 144 until at least 12 months after the De- SPAC; and the SPAC has
filed with the SEC (the “SEC”), during the 12 months preceding the sale, all quarterly and annual reports required
under the Securities Exchange Act of 1934, as amended; |
|
|
|
|
● |
Investor
confirms and represents that it is able (i) to bear the economic risk of the Subscription Shares and Default Shares, (ii) to hold
the Subscription Shares and Default Shares for an indefinite period of time, and (iii) to afford a complete loss of the Subscription
Shares and Default Shares; and |
|
|
|
|
● |
Investor
understands and agrees that a legend has been or will be placed on any certificate(s) or other document(s) evidencing the Subscription
Shares and Defualt Shares in substantially the following form: |
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES
ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) THEY SHALL
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND ANY APPLICABLE STATE SECURITIES ACT, OR (II) AN EXEMPTION FROM
THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”
The
SPAC shall take all steps necessary in order to remove the legend referenced in the preceding paragraph from the Subscription Shares
and Default Shares immediately following the earlier of (a) the effectiveness of a registration statement applicable to the Subscription
Shares and Default Shares or (b) any other applicable exception to the restrictions described in the legend occurs.
ARTICLE
III
MISCELLANEOUS
|
3.1 |
Severability.
In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this
Agreement shall be construed as if such provision(s) had never been contained herein, provided that such provision(s) shall be curtailed,
limited or eliminated only to the extent necessary to remove the invalidity, illegality or unenforceability in the jurisdiction where
such provisions have been held to be invalid, illegal, or unenforceable. |
|
3.2 |
Titles
and Headings. The titles and section headings in this Agreement are included strictly for convenience purposes. |
|
|
|
|
3.3 |
No
Waiver. It is understood and agreed that no failure or delay in exercising any right, power or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise
of any right, power or privilege hereunder. |
|
|
|
|
3.4 |
Term
of Obligations. The term of this Agreement shall expire (6) months after the De-SPAC Closing. However, the obligations set forth
herein that are intended to survive the expiration or termination of this Agreement shall survive the expiration or termination of
this Agreement, including for the avoidance of doubt, the registration obligations set forth in Section 1.2, the default provision
set forth in Section 1.4 and the indemnity obligations set forth in Section 3.13. |
|
|
|
|
3.5 |
Governing
Law; Submission to Jurisdiction. This Agreement shall be governed by and interpreted in accordance with the laws of the State
of Delaware, without regard to its conflicts of laws rules. Each Party (a) irrevocably submits to the exclusive jurisdiction of the
Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior
Court of the State of Delaware), or, if it has or can acquire jurisdiction, the United States District Court for the District of
Delaware (collectively, the “Courts”), for purposes of any action, suit or other proceeding arising out of this
Agreement; and (b) agrees not to raise any objection at any time to the laying or maintaining of the venue of any such action, suit
or proceeding in any of the Courts, irrevocably waives any claim that such action, suit or other proceeding has been brought in an
inconvenient forum and further irrevocably waives the right to object, with respect to such action, suit or other Proceeding, that
such Court does not have any jurisdiction over such Party. Any Party may serve any process required by such Courts by way of notice. |
|
|
|
|
3.6 |
WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION. |
|
|
|
|
3.7 |
Entire
Agreement. This Agreement contains the entire agreement between the parties and supersedes any previous understandings, commitments
or agreements, oral or written, with respect to the subject matter hereof. No modification of this Agreement or waiver of the terms
and conditions hereof shall be binding upon either party, unless mutually approved in writing. |
|
|
|
|
3.8 |
Counterparts.
This Agreement may be executed in counterparts (delivered by email or other means of electronic transmission), each of which
shall be deemed an original and which, when taken together, shall constitute one and the same document. |
|
|
|
|
3.9 |
Notices.
All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given
when delivered (i) in person, (ii) by electronic means, with affirmative confirmation of receipt, (iii) one business day after being
sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) business days after being mailed, if
sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable Party at the following
addresses (or at such other address for a Party as shall be specified by like notice. |
|
If
to Investor: |
|
|
|
POLAR
MULTI-STRATEGY MASTER FUND |
|
c/o |
Mourant
Governance Services (Cayman)
Limited
94 Solaris Avenue Camana Bay |
|
PO
Box 1348 |
|
Grand
Cayman KY1-1108 Cayman Islands |
|
With
a mandatory copy to: |
|
|
|
Polar
Asset Management Partners Inc. 16 York Street, Suite 2900 |
|
Toronto,
ON M5J 0E6 |
|
Attention:
Legal Department, Ravi Bhat / Jillian |
|
Bruce
E-mail: legal@polaramp.com / |
|
rbhat@polaramp.com
/ jbruce@polaramp.com |
|
|
|
If
to SPAC or Sponsor: |
|
|
|
HCG
Opportunity, LLC PO Box 1036 |
|
Zephyr
Cove, NV 89448 Attn: Thomas Hennessy Telephone: (847) 477-7963 |
|
|
|
E-mail:
thennessy@hennessycapitalgroup.com |
|
|
|
With
a mandatory copy (which will not constitute notice) to: |
|
|
|
Sidley
Austin LLP |
|
1999
Avenue of the Stars |
|
Los
Angeles, CA 90067 |
|
Attn:
Joshua DuClos |
|
Telephone:
(310) 595-9616 |
|
E-mail:
jduclos@sidley.com |
|
3.10 |
Binding
Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties
and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of Law or otherwise without
the prior written consent of the other Parties, and any assignment without such consent shall be null and void; provided that no
such assignment shall relieve the assigning Party of its obligations hereunder. |
|
|
|
|
3.11 |
Third
Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions
contemplated hereby shall create any rights in or be deemed to have been executed for the benefit of, any person or entity that is
not a Party hereto or thereto or a successor or permitted assign of such a Party. |
|
|
|
|
3.12 |
Specific
Performance. Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby are unique,
recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching
Parties may have not adequate remedy at law, and agree that irreparable damage may occur in the event that any of the provisions
of this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached. Accordingly,
each Party shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement and to seek to enforce
specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages
would be inadequate, this being in addition to any other right or remedy to which such Party may be entitled under this Agreement,
at law or in equity. |
|
|
|
|
3.13 |
Indemnification.
Subject to Section 3.4 of this Agreement, SPAC and Sponsor agrees to indemnify and hold harmless Investor, its affiliates and its
assignees and their respective directors, officers, employees, agents and controlling persons (each such person being an “Indemnified
Party”) from and against any and all losses (but excluding financial losses to an Indemnified Party relating to the economic
terms of this Agreement), claims, damages and liabilities (or actions in respect thereof), joint or several, incurred by or asserted
against such Indemnified Party arising out of, in connection with, or relating to, the execution or delivery of this Agreement, the
performance by the SPAC and Sponsor of their respective obligations hereunder, the consummation of the transactions contemplated
hereby or any pending or threatened claim or any action, suit or proceeding against the SPAC, its Sponsors, or the Investor; provided
that neither the SPAC nor Sponsor will be liable under the foregoing indemnification provision to the extent that any loss, claim,
damage, liability or expense is found in a non appealable judgment by a court of competent jurisdiction to have resulted from Investor’s
material breach of this Agreement or from Investor’s willful misconduct, or gross negligence. In addition (and in addition
to any other reimbursement of legal fees contemplated by this Agreement), SPAC and Sponsor shall jointly and severally will reimburse
any Indemnified Party for all reasonable, out-of-pocket, expenses (including reasonable counsel fees and expenses) as they are incurred
in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action,
suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action,
suit or proceeding is initiated or brought by or on behalf of SPAC or Sponsor. The provisions of this paragraph shall survive the
termination of this Agreement. For the avoidance of doubt, under no event shall the officers, directors, members or controlling persons
of the Sponsor have any personal obligations or liability hereunder. |
[remainder
of page intentionally left blank; signature page follows]
The
Parties have caused this Agreement to be duly executed and delivered, all as of the date first set forth above.
|
SPAC: |
|
|
|
|
By: |
/s/
Thomas Hennessy |
|
Name: |
Thomas
D. Hennessy |
|
Title: |
Chief
Executive Officer |
[Signature
Page to Subscription Agreement]
|
SPONSOR: |
|
|
|
|
By: |
HCG
Opportunity MM, LLC, its Sole Member |
|
|
|
|
By: |
/s/
Thomas Hennessy |
|
Name: |
Thomas
D. Hennessy |
|
Title: |
Authorized
Person |
[Signature
Page to Subscription Agreement]
|
INVESTOR: |
|
POLAR
MULTI-STRATEGY MASTER FUND |
|
By
its investment advisor |
|
Polar
Asset Management Partners Inc. |
|
|
|
|
By: |
/s/Andrew
Ma /s/ Aatifa Ibrahim |
|
Name:
|
Andrew
Ma /
Aatifa Ibrahim |
|
Title: |
Chief
Compliance Officer / Legal Counsel |
[Signature
Page to Subscription Agreement]
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,
Thomas Hennessy, certify that:
1. |
I
have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 of Compass Digital 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 officers 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)) 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 officers 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 20, 2023
|
By: |
/s/
Thomas Hennessy |
|
|
Thomas
Hennessy |
|
|
Chief
Executive Officer and Director |
|
|
(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,
Nick Geeza, certify that:
1. |
I
have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 of Compass Digital 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 officers 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)) 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 officers 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 20, 2023
|
By: |
/s/
Nick Geeza |
|
|
Nick
Geeza |
|
|
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 Compass Digital Acquisition Corp. (the “Company”) on Form 10-Q for the quarter
ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”),
I, Thomas Hennessy, Chief Executive Officer and Director of the Company, certify, 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 20, 2023
|
/s/
Thomas Hennessy |
|
Name:
|
Thomas
Hennessy |
|
Title:
|
Chief
Executive Officer and Director |
|
(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 Compass Digital Acquisition Corp. (the “Company”) on Form 10-Q for the quarter
ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”),
I, Nick Geeza, Chief Financial Officer of the Company, certify, 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 20, 2023
|
/s/
Nick Geeza |
|
Name:
|
Nick
Geeza |
|
Title:
|
Chief
Financial Officer |
|
(Principal
Financial and Accounting Officer) |
v3.23.3
Cover - shares
|
9 Months Ended |
|
Sep. 30, 2023 |
Nov. 20, 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 |
001-40912
|
|
Entity Registrant Name |
COMPASS
DIGITAL ACQUISITION CORP.
|
|
Entity Central Index Key |
0001851909
|
|
Entity Tax Identification Number |
98-1588328
|
|
Entity Incorporation, State or Country Code |
E9
|
|
Entity Address, Address Line One |
195
US Hwy 50, Suite 208
|
|
Entity Address, City or Town |
Zephyr
Cove
|
|
Entity Address, State or Province |
NV
|
|
Entity Address, Postal Zip Code |
75219
|
|
City Area Code |
(310)
|
|
Local Phone Number |
954-9665
|
|
Entity Current Reporting Status |
Yes
|
|
Entity Interactive Data Current |
Yes
|
|
Entity Filer Category |
Non-accelerated Filer
|
|
Entity Small Business |
true
|
|
Entity Emerging Growth Company |
true
|
|
Elected Not To Use the Extended Transition Period |
false
|
|
Entity Shell Company |
true
|
|
Common Class A [Member] |
|
|
Title of 12(b) Security |
Class
A ordinary shares, par value $0.0001 per share
|
|
Trading Symbol |
CDAQ
|
|
Security Exchange Name |
NASDAQ
|
|
Entity Common Stock, Shares Outstanding |
|
5,794,628
|
Warrant [Member] |
|
|
Title of 12(b) Security |
Redeemable
warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
|
|
Trading Symbol |
CDAQW
|
|
Security Exchange Name |
NASDAQ
|
|
Capital Units [Member] |
|
|
Title of 12(b) Security |
Units,
each consisting of one Class A ordinary share and one-third of a redeemable warrant to acquire one Class A ordinary share
|
|
Trading Symbol |
CDAQU
|
|
Security Exchange Name |
NASDAQ
|
|
Common Class B [Member] |
|
|
Entity Common Stock, Shares Outstanding |
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v3.23.3
Condensed Balance Sheets - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
ASSETS |
|
|
Cash |
$ 450,980
|
$ 936,434
|
Prepaid expenses |
85,437
|
340,965
|
Total current assets |
536,417
|
1,277,399
|
Marketable securities held in Trust Account |
223,250,842
|
215,521,445
|
Total Assets |
223,787,259
|
216,798,844
|
Current liabilities: |
|
|
Accounts payable and accrued expenses |
301,502
|
953,511
|
Due to Sponsor |
|
24,821
|
Total current liabilities |
926,502
|
1,245,832
|
Deferred underwriting fees payable |
|
7,434,171
|
Derivative warrant liabilities |
2,623,073
|
952,979
|
Total liabilities |
3,549,575
|
9,632,982
|
Commitments and Contingencies (Note 6) |
|
|
Class A ordinary shares subject to possible redemption, $0.0001 par value; 21,240,488 shares at $10.51 and 10.15 per share at September 30, 2023 and December 31, 2022, respectively |
223,250,842
|
215,521,445
|
Shareholders’ deficit |
|
|
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding |
|
|
Additional paid-in capital |
|
|
Accumulated deficit |
(3,013,689)
|
(8,356,114)
|
Total shareholders’ deficit |
(3,013,158)
|
(8,355,583)
|
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit |
223,787,259
|
216,798,844
|
Common Class A [Member] |
|
|
Current liabilities: |
|
|
Class A ordinary shares subject to possible redemption, $0.0001 par value; 21,240,488 shares at $10.51 and 10.15 per share at September 30, 2023 and December 31, 2022, respectively |
223,250,842
|
215,521,445
|
Shareholders’ deficit |
|
|
Common stock, value |
|
|
Common Class B [Member] |
|
|
Shareholders’ deficit |
|
|
Common stock, value |
531
|
531
|
Related Party [Member] |
|
|
Current liabilities: |
|
|
Note payable |
500,000
|
|
Nonrelated Party [Member] |
|
|
Current liabilities: |
|
|
Note payable |
$ 125,000
|
$ 267,500
|
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v3.23.3
Condensed Balance Sheets (Parenthetical) - $ / shares
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Preferred stock, par value |
$ 0.0001
|
$ 0.0001
|
Preferred stock, shares authorized |
1,000,000
|
1,000,000
|
Preferred stock, shares issued |
0
|
0
|
Preferred stock, shares outstanding |
0
|
0
|
Common Class A [Member] |
|
|
Temporary equity, par value |
$ 0.0001
|
$ 0.0001
|
Temporary equity, shares outstanding |
21,240,488
|
21,240,488
|
Temporary equity, redemption price per share |
$ 10.51
|
$ 10.15
|
Common stock, par value |
$ 0.0001
|
$ 0.0001
|
Common stock, shares authorized |
200,000,000
|
200,000,000
|
Common stock, shares, issued |
0
|
0
|
Common stock, shares, outstanding |
0
|
0
|
Common Class B [Member] |
|
|
Common stock, par value |
$ 0.0001
|
$ 0.0001
|
Common stock, shares authorized |
20,000,000
|
20,000,000
|
Common stock, shares, issued |
5,310,122
|
5,310,122
|
Common stock, shares, outstanding |
5,310,122
|
5,310,122
|
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 |
Operating expenses |
$ 564,934
|
$ 270,172
|
$ 1,176,968
|
$ 809,049
|
Administrative expense-Related party |
30,000
|
|
70,000
|
|
Loss from operations |
(594,934)
|
(270,172)
|
(1,246,968)
|
(809,049)
|
Change in fair value of derivative warrant liabilities |
(850,533)
|
1,905,956
|
(1,670,094)
|
7,266,459
|
Interest earned on marketable securities held in Trust Account |
2,856,382
|
960,443
|
7,729,397
|
1,279,778
|
Gain on settlement of deferred underwriting fees attributable to public warrants |
246,814
|
|
246,814
|
|
Gain on settlement of professional legal fees |
351,409
|
|
351,409
|
|
Net income |
$ 2,009,138
|
$ 2,596,227
|
$ 5,410,558
|
$ 7,737,188
|
Common Class A [Member] |
|
|
|
|
Weighted average shares outstanding, basic |
21,240,488
|
21,240,488
|
21,240,488
|
21,240,488
|
Weighted average shares outstanding, diluted |
21,240,488
|
21,240,488
|
21,240,488
|
21,240,488
|
Basic net income per share |
$ 0.08
|
$ 0.10
|
$ 0.20
|
$ 0.29
|
Diluted net income per share |
$ 0.08
|
$ 0.10
|
$ 0.20
|
$ 0.29
|
Common Class B [Member] |
|
|
|
|
Weighted average shares outstanding, basic |
5,310,122
|
5,310,122
|
5,310,122
|
5,310,122
|
Weighted average shares outstanding, diluted |
5,310,122
|
5,310,122
|
5,310,122
|
5,310,122
|
Basic net income per share |
$ 0.08
|
$ 0.10
|
$ 0.20
|
$ 0.29
|
Diluted net income per share |
$ 0.08
|
$ 0.10
|
$ 0.20
|
$ 0.29
|
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v3.23.3
Condensed Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($)
|
Common Stock [Member]
Common Class B [Member]
|
Retained Earnings [Member] |
Total |
Balance at Dec. 31, 2021 |
$ 531
|
$ (14,534,788)
|
$ (14,534,257)
|
Balance, shares at Dec. 31, 2021 |
5,310,122
|
|
|
Net income |
|
2,932,363
|
2,932,363
|
Balance at Mar. 31, 2022 |
$ 531
|
(11,602,425)
|
(11,601,894)
|
Balance, shares at Mar. 31, 2022 |
5,310,122
|
|
|
Balance at Dec. 31, 2021 |
$ 531
|
(14,534,788)
|
(14,534,257)
|
Balance, shares at Dec. 31, 2021 |
5,310,122
|
|
|
Net income |
|
|
7,737,188
|
Balance at Sep. 30, 2022 |
$ 531
|
(8,080,322)
|
(8,079,791)
|
Balance, shares at Sep. 30, 2022 |
5,310,122
|
|
|
Balance at Dec. 31, 2021 |
$ 531
|
(14,534,788)
|
(14,534,257)
|
Balance, shares at Dec. 31, 2021 |
5,310,122
|
|
|
Balance at Dec. 31, 2022 |
$ 531
|
(8,356,114)
|
(8,355,583)
|
Balance, shares at Dec. 31, 2022 |
5,310,122
|
|
|
Balance at Mar. 31, 2022 |
$ 531
|
(11,602,425)
|
(11,601,894)
|
Balance, shares at Mar. 31, 2022 |
5,310,122
|
|
|
Accretion of Class A ordinary shares to redemption amount |
|
(322,279)
|
(322,279)
|
Net income |
|
2,208,598
|
2,208,598
|
Balance at Jun. 30, 2022 |
$ 531
|
(9,716,106)
|
(9,715,575)
|
Balance, shares at Jun. 30, 2022 |
5,310,122
|
|
|
Accretion of Class A ordinary shares to redemption amount |
|
(960,443)
|
(960,443)
|
Net income |
|
2,596,227
|
2,596,227
|
Balance at Sep. 30, 2022 |
$ 531
|
(8,080,322)
|
(8,079,791)
|
Balance, shares at Sep. 30, 2022 |
5,310,122
|
|
|
Balance at Dec. 31, 2022 |
$ 531
|
(8,356,114)
|
(8,355,583)
|
Balance, shares at Dec. 31, 2022 |
5,310,122
|
|
|
Accretion of Class A ordinary shares to redemption amount |
|
(2,304,389)
|
(2,304,389)
|
Net income |
|
1,389,974
|
1,389,974
|
Balance at Mar. 31, 2023 |
$ 531
|
(9,270,529)
|
(9,269,998)
|
Balance, shares at Mar. 31, 2023 |
5,310,122
|
|
|
Balance at Dec. 31, 2022 |
$ 531
|
(8,356,114)
|
(8,355,583)
|
Balance, shares at Dec. 31, 2022 |
5,310,122
|
|
|
Net income |
|
|
5,410,558
|
Gain on settlement of deferred underwriting fees |
|
|
7,187,357
|
Balance at Sep. 30, 2023 |
$ 531
|
(3,013,689)
|
(3,013,158)
|
Balance, shares at Sep. 30, 2023 |
5,310,122
|
|
|
Balance at Mar. 31, 2023 |
$ 531
|
(9,270,529)
|
(9,269,998)
|
Balance, shares at Mar. 31, 2023 |
5,310,122
|
|
|
Accretion of Class A ordinary shares to redemption amount |
|
(2,568,625)
|
(2,568,625)
|
Net income |
|
2,011,446
|
2,011,446
|
Balance at Jun. 30, 2023 |
$ 531
|
(9,827,708)
|
(9,827,177)
|
Balance, shares at Jun. 30, 2023 |
5,310,122
|
|
|
Accretion of Class A ordinary shares to redemption amount |
|
(2,856,383)
|
(2,856,383)
|
Net income |
|
2,009,138
|
2,009,138
|
Gain on settlement of deferred underwriting fees |
|
7,187,357
|
7,187,357
|
Return of excess contribution capital to legacy Sponsor |
|
(49,093)
|
(49,093)
|
Fair value of ordinary shares issued in satisfaction of professional legal fees |
|
523,000
|
523,000
|
Balance at Sep. 30, 2023 |
$ 531
|
$ (3,013,689)
|
$ (3,013,158)
|
Balance, shares at Sep. 30, 2023 |
5,310,122
|
|
|
X |
- DefinitionGain on settlement of deferred underwriting fees.
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v3.23.3
Condensed Statements of Cash Flows (Unaudited) - USD ($)
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Cash Flows from Operating Activities |
|
|
|
|
Net income |
$ 2,009,138
|
$ 2,596,227
|
$ 5,410,558
|
$ 7,737,188
|
Adjustments to reconcile net income to net cash used in operating activities: |
|
|
|
|
Gain on marketable securities (net), dividends and interest, held in Trust Account |
|
|
(7,729,397)
|
(1,279,778)
|
Gain on settlement of deferred underwriting fees attributable to public warrants |
(246,814)
|
|
(246,814)
|
|
Gain on settlement of professional legal fees |
(351,409)
|
|
(351,409)
|
|
Change in fair value of derivative warrant liabilities |
850,533
|
(1,905,956)
|
1,670,094
|
(7,266,459)
|
Prepaid and expenses |
|
|
255,528
|
315,124
|
Accounts payable and accrued expenses |
|
|
222,400
|
80,277
|
Net cash used in operating activities |
|
|
(769,040)
|
(413,648)
|
Cash Flows from Financing activities |
|
|
|
|
Proceeds from note payable-related party |
|
|
500,000
|
|
Proceeds of working capital loan from legacy Sponsor |
|
|
35,000
|
|
Repayment of working capital loan from legacy Sponsor |
|
|
(177,500)
|
155,000
|
Return of excess contribution capital to legacy Sponsor |
|
|
(49,093)
|
|
Due from related party |
|
|
(24,821)
|
(352,080)
|
Net cash provided by (used in) financing activities |
|
|
283,586
|
(197,080)
|
Net decrease in cash |
|
|
(485,454)
|
(610,728)
|
Cash - beginning of period |
|
|
936,434
|
1,788,014
|
Cash - end of period |
$ 450,980
|
$ 1,177,286
|
450,980
|
1,177,286
|
Supplemental disclosure of noncash investing and financing activities: |
|
|
|
|
Deferred underwriting fees waiver |
|
|
(7,187,357)
|
|
Fair value of ordinary shares issued in satisfaction of professional legal fees |
|
|
$ (523,000)
|
|
X |
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v3.23.3
Description of Organization, Business Operations and Going Concern
|
9 Months Ended |
Sep. 30, 2023 |
Accounting Policies [Abstract] |
|
Description of Organization, Business Operations and Going Concern |
Note
1 — Description of Organization, Business Operations and Going Concern
Compass
Digital Acquisition Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on March 8, 2021. The
Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage
and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth
companies.
As
of September 30, 2023, the Company had not yet commenced any operations. All activity for the period March 8, 2021 (inception) through
September 30, 2023, relates to the Company’s formation, the initial public offering (the “Initial Public Offering”)
which is described below, and the search for a target business with which to consummate an initial Business Combination. The Company
will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company
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.
The
Company’s sponsor was originally Compass Digital SPAC LLC (the “Legacy Sponsor”), until August 31, 2023 and has been
HGC Opportunity, LLC (the “New Sponsor” together, with the Legacy Sponsor, the “Sponsors”), a Delaware limited
liability company, since August 31, 2023. The registration statement for the Company’s Initial Public Offering was declared effective
by the Securities and Exchange Commission (the “SEC”) on October 19, 2021. On October 19, 2021, the Company consummated the
Initial Public Offering of 20,000,000 units, each unit consists of one Class A ordinary share of the Company, par value $0.0001 per share,
and one-third of one redeemable warrant of the Company (the “Units” and, with respect to the shares of Class A ordinary shares
included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000 (see Note
3).
Certain
institutional anchor investors (the “Institutional Anchor Investors”) that are not affiliated with the Company, the Sponsors,
or the Company’s officers, directors, or any member of the Company’s management purchased an aggregate of 20,000,000 Units.
The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $200,000,000.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 4,666,667 warrants (the “Private Placement
Warrants”) to the Legacy Sponsor at a price of $1.50 per Private Placement Warrant, and the underwriters of the Initial Public
Offering, generating gross proceeds of $7,000,000 (such sale, the “Private Placement”) (see Note 4). Concurrently with the
closing of the Private Placement, the Legacy Sponsor sold an aggregate of 186,667 Private Placement Warrants to the Institutional Anchor
Investors for $280,000.
The
Institutional Anchor Investors also purchased equity interests of the Legacy Sponsor equivalent to 1,547,727 shares of Class B ordinary
shares (“Founder Shares”) from the Legacy Sponsor at the original purchase price of $0.004 per share. The Founder Shares
will automatically convert into shares of Class A ordinary shares at the time of the Company’s initial Business Combination on
a one-for-one basis, subject to adjustment as provided in its Amended and Restated Memorandum and Articles of Association (the “Charter”).
Transaction
costs amounted to $11,929,189, consisting of $4,000,000 of underwriting fees, $7,000,000 of deferred underwriting fees and $929,189 of
other offering costs. Of these transaction fees, the Company subsequently obtained a discount related to the underwriter fees of $199,999
and expensed $631,124 related to the allocation of offering costs and Founders Shares to warrant expense. Other non-cash transaction
costs include the fair value in excess of consideration of $10,414,655 in relation to Founder Shares purchased by Institutional Anchor
Investors. Subsequent to the Initial Public Offering close, there was an additional $676,712 in related transaction offering costs incurred,
of which $37,917 related to the allocation of offering costs and Founders Shares to warrant expense in 2021.
Following
the closing of the Initial Public Offering on October 19, 2021, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of
the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the
“Trust Account”) located in the United States and have been held in an interest-bearing bank deposit account or invested
only 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 paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the
Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the
distribution of the Trust Account, as described below.
The
underwriters notified the Company of their intention to partially exercise the over-allotment option on November 30, 2021 (the “Over-Allotment”).
As such, on November 30, 2021, the Company consummated the sale of an additional 1,240,488 Units, at $10.00 per Unit, and the sale of
an additional 165,398 Private Placement Warrants, at $1.50 per Private Placement Warrant, generating total gross proceeds of $12,404,880
and $248,097, respectively. The underwriters forfeited the balance of the over-allotment option. A total of $12,404,880 of the net proceeds
was deposited into the Trust Account, bringing the aggregate proceeds deposited into the Trust Account in connection with the Initial
Public Offering to $212,404,880. The Company incurred additional offering costs of $682,268 in connection with the Over-Allotment (of
which $434,171 was for deferred underwriting fees).
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 the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward
consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that
together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting
commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business
Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more
of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to
be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company
Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.
The
Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem
all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting
called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the
Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to
redeem their shares without voting, and if they do vote, irrespective of whether they vote for or against a Business Combination. The
Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately
prior to or upon such closing of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding
shares voted are voted in favor of the Business Combination.
If
the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules,
the Company’s Charter provides that, a public shareholder, together with any affiliate of such shareholder or any other person
with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an
aggregate of 15% of the Public Shares without the Company’s prior written consent.
The
public shareholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially
$10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company
to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their shares will not be reduced by the
deferred underwriting commissions the Company will pay to the underwriters. There will be no redemption rights upon the completion of
a Business Combination with respect to the Company’s warrants. These Class A ordinary shares will be recorded at a redemption value
and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification
(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”
If
a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the
Company will, pursuant to its Charter, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents
containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.
The
Company’s Sponsors have agreed (a) to vote its Founder Shares and any Public Shares purchased during or after the Initial Public
Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Charter with respect to the Company’s
pre-Business Combination activities prior to the closing of a Business Combination unless the Company provides dissenting public shareholders
with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the
Founder Shares) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination
(or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval
in connection therewith) or a vote to amend the provisions of the Amended and Restated Memorandum and Articles of Association relating
to shareholders’ rights of pre-Business Combination activity and (d) that the Founder Shares shall not participate in any liquidating
distributions upon winding up if a Business Combination is not consummated. However, the Sponsors will be entitled to liquidating distributions
from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to
complete its Business Combination.
If
the Company is unable to complete a Business Combination by July 19, 2024 (the “Extended Dissolution Date”), the Company
will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business
days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not
previously released to the Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number
of then outstanding public shares, which redemption will completely extinguish public shareholder’s rights as shareholders (including
the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, liquidate
and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements
of applicable law. The underwriters have agreed to waive their rights to the deferred underwriting commission held in the Trust Account
in the event the Company does not complete a Business Combination within the Extended Dissolution Date and, in such event, such amounts
will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the
event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than
the Initial Public Offering price per Unit $10.00.
The
New 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 independent
registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which
the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce
the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share
held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value
of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target
business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable)
nor will it apply to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked
the New Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the New Sponsor has
sufficient funds to satisfy its indemnity obligations and believe that the New Sponsor’s only assets are securities of the Company.
Therefore, the Company cannot assure its shareholders that the New Sponsor would be able to satisfy those obligations. None of the Company’s
officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective
target businesses. The Company will seek to reduce the possibility that the New Sponsor will have to indemnify the Trust Account due
to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which
the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies
held in the Trust Account.
On
August 30, 2023, the Legacy Sponsor and the New Sponsor entered into an agreement (the “Sponsor Purchase Agreement”), and
on August 31, 2023, the Legacy Sponsor and the New Sponsor consummated the transactions contemplated thereby (the “Sponsor Closing”).
Pursuant to the terms of the Sponsor Purchase Agreement, at the Sponsor Closing: (i) the Legacy Sponsor transferred Founder
Shares and Private Placement Warrants to the New Sponsor; (ii) New Sponsor agreed to cause the Company to pay an aggregated
amount of $ in cash consideration upon closing of the Company’s initial Business Combination at the Legacy Sponsor’s
direction to entities or accounts as directed by the Legacy Sponsor (including the repayment of the $ balance of the note payable
to the Legacy Sponsor); (iii) New Sponsor entered into a joinder to the Company’s existing registration rights agreement; (iv)
the Legacy Sponsor assigned the existing administrative services letter agreement with the Company to the New Sponsor; (v) all of the
members of the Board of Directors (the “Board”) and officers of the Company resigned, and Daniel J. Hennessy, Thomas D. Hennessy,
Kirk Hovde, Matt Schindel and M. Joseph Beck were appointed as directors and Thomas D. Hennessy and Nick Geeza were appointed as the
Chief Executive Officer and the Chief Financial Officer of the Company, respectively, and (vi) the Company entered into an amendment
to the existing Letter Agreement dated October 14, 2021 (as amended, the “Letter Agreement”) with the Legacy Sponsor, the
New Sponsor and the Company’s former officers and directors, pursuant to which the New Sponsor became a party to the Letter Agreement
and all Founder Shares and Private Placement Warrants transferred to the New Sponsor remain subject to the terms of the Letter Agreement.
Following the Sponsor Closing, the Legacy Sponsor retained 2,217,086 Founder Shares and no Private Placement Warrants.
Between
October 10, 2023 and October 19, 2023, the Company and the New Sponsor entered into agreements (“Non-Redemption Agreements”)
with an unaffiliated third party investors in exchange for such investors agreeing not to redeem an aggregate of 4,998,734 Class A ordinary
shares (“Non-Redeemed Shares”) at the extraordinary general meeting on October 19, 2023 called by the Company (the “Meeting”)
to approve a proposal to amend the Company’s Charter to extend the date by which the Company must consummate an initial business
combination (the “Extension Amendment Proposal”) from October 19, 2023 to July 19, 2024 (the “Extension”) and
to approve a proposal to amend the Charter to permit the issuance of Class A ordinary shares to holders of the Class B ordinary shares,
upon the exercise of the right of a holder of the Class B ordinary shares to convert such Class B ordinary shares into Class A ordinary
shares on a one-for-one basis, at any time and from time to time, prior to the closing of an initial business combination (the “Founder
Share Amendment Proposal”). In exchange for the foregoing commitment with the Company not to redeem the Non-Redeemed Shares, the
New Sponsor has agreed to transfer to such investors an aggregate of 749,810 Class B ordinary shares of the Company held by the New Sponsor,
promptly following the closing of the Company’s initial Business Combination (but no later than two business days after the satisfaction
of the requisite conditions to such transfer) if they do not exercise their redemption rights with respect to the Non-Redeemed Shares
in connection with the Meeting and the Extension Amendment Proposal is approved.
At
the Meeting on October 19, 2023, the shareholders of the Company approved the Extension Amendment Proposal and the Founder Share Amendment
Proposal.
In
connection with the Meeting, shareholders holding 16,045,860 Class A ordinary shares (after giving effect to withdrawals of redemptions)
exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $169.1
million (approximately $10.54 per share) was removed from the Trust Account to pay such holders.
Additionally
on October 19, 2023, the Sponsor also converted an aggregate of 600,000 Founder Shares on a one-for-one basis into Class A ordinary shares
and waived any right to receive funds from the Trust Account with respect to the Class A ordinary shares received upon such conversion
and acknowledged that such shares will be subject to all of the restrictions applicable to the original Founder Shares under the terms
of the Letter Agreement. Following redemptions and conversions on October 19, 2023, the Company had 5,794,628 Class A ordinary shares
outstanding.
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- DefinitionThe entire disclosure for the business description and basis of presentation concepts. Business description describes the nature and type of organization including but not limited to organizational structure as may be applicable to holding companies, parent and subsidiary relationships, business divisions, business units, business segments, affiliates and information about significant ownership of the reporting entity. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 235 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//235/tableOfContent
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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 condensed financial statements are presented in conformity with accounting principles generally accepted in the United States
of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information
and footnotes required by GAAP. In the opinion of management, the condensed financial statements reflect all adjustments, which include
only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results
for the three months and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected through
December 31, 2023.
Liquidity,
Capital Resources and Going Concern
As
of September 30, 2023, the Company had $450,980 in its operating bank account and working capital deficit of $390,085. To date, the Company’s
liquidity needs have been satisfied through a payment of $25,000 from the Legacy Sponsor to cover certain expenses on behalf of the Company
in exchange for the issuance of the Founder Shares, a loan of approximately $195,000 pursuant to the Pre-IPO Note (as defined below)
issued to the Legacy Sponsor (see Note 5), which has been fully repaid on October 19, 2021, the net proceeds from the consummation of
the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business
Combination, the Company’s officers, directors and Initial Shareholders may, but are not obligated to, provide the Company Working
Capital Loans (the “Legacy Working Capital Loans”). Furthermore, On September 6, 2023, The Company entered into an agreement
with Polar Multi-Strategy Master Fund (“Polar”), and New Sponsor for an additional working capital loan (the “New Working
Capital Loan”, collectively with the Legacy Working Capital Loans as “Working Capital Loans”) of up to $1,500,000 (see
Note 5).
As
of September 30, 2023, the Company had drawn $500,000 from New Working Capital Loan and has $125,000 outstanding from Legacy Working
Capital Loans.
Based
on the foregoing, management believes that the Company may not have sufficient working capital to meet its anticipated obligations through
the earlier of its consummation of an initial business combination or its liquidation date. Over this time period, the Company will be
using these funds for paying existing accounts payable, operating costs, identifying and evaluating prospective Initial Business Combination
candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business
to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
In
connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board
(“FASB”) Account Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s
Ability to Continue as a Going Concern.” The Company has until July 19, 2024 to consummate a Business Combination. It is uncertain
that the Company will be able to consummate a Business Combination by this time and the Company lacks the financial resources it needs
to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements.
If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company.
The Company cannot provide any assurance that (i) new financing will be available to it on commercially acceptable terms, if at all,
or (ii) that its plans to consummate an initial Business Combination will be successful. Management has determined that the liquidity
condition and mandatory liquidation should a Business Combination not occur, and potential subsequent dissolution raises substantial
doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that
might result from the Company’s inability to continue as a going concern.
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.
Risks
and Uncertainties
Various
social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising
trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States
and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such
as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may contribute to increased market volatility and
economic uncertainties or deterioration in the United States and worldwide. These market volatilities could adversely affect the Company’s
ability to complete a business combination. In response to the conflict between nations, the United States and other countries have imposed
sanctions or other restrictive actions against certain countries. Any of the above factors, including sanctions, export controls, tariffs,
trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business
combination and the value of the Company’s securities.
Management
continues to evaluate the impact of these types of risks on the industry and has concluded that while it is reasonably possible that
these types of risks could have a negative effect on the Company’s financial position, results of its operations and/or search
for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements.
The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Use
of Estimates
The
preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management
considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual
results could differ significantly from those estimates.
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had $450,980 and $936,434 of cash and no cash equivalents as of September 30, 2023 and December 31, 2022, respectively.
Marketable
Securities Held in Trust Account
At
September 30, 2023 and December 31, 2022, the Company had $223,250,842 and $215,521,445, respectively, in marketable securities held
in the Trust Account.
At
September 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which
are invested primarily in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading
securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains
and losses resulting from the change in fair value of these investments are included in interest earned on marketable securities held
in Trust Account in the accompanying condensed statements of operations. The estimated fair values of marketable securities held in the
Trust Account are determined using available market information.
Class
A Ordinary Shares Subject to Redemption
The
Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing
Liabilities from Equity.” Class A Ordinary Shares subject to mandatory redemption (if any) 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 shareholder’s equity. The Company’s
Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject
to the occurrence of uncertain future events. Accordingly, as of September 30, 2023 and December 31, 2022, 21,240,488 shares of Class
A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’
deficit section of the Company’s condensed balance sheets. Additionally, during the three months and nine months ended September
30, 2023, the Company recorded accretion on the Class A ordinary shares of $2,856,383 and $7,729,397 to redemption value related to the
interest in the Trust Account, respectively. During the three months and nine months ended September 30, 2022, the Company recorded accretion
on the Class A ordinary shares of $960,443 and $1,282,772 to redemption value related to the interest in the Trust Account, respectively.
Income
Taxes
The
Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset
and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed
for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible
amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties
as of 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.
The
Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently
not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s
tax provision was zero for the periods presented.
Investments
Held in Trust Account
As
of September 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds
which are invested in U.S. treasury securities. All of the Company’s investments held in the Trust Account are classified as trading
securities. Trading securities are presented on the unaudited condensed balance sheets at fair value at the end of each reporting period.
Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable
securities in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in Trust Account
are determined using available market information.
Offering
Costs Associated with the Initial Public Offering
Offering
costs consisted of legal, accounting, underwriting fees and other costs incurred through the condensed balance sheet date that are directly
related to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the
relative fair values of the Company’s Class A Ordinary Shares and its Public Warrants and Private Placement Warrants. The costs
allocated to Warrants were recognized in other expenses, and those related to the Company’s Class A Ordinary Shares were charged
against the carrying value of Class A Ordinary Shares. The Company complies with the requirements of the ASC 340-10-S99-1, “Other
Assets and Deferred Costs”.
Net
Income per Ordinary Share
The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has
two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro
rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average
of ordinary shares outstanding for the respective period. The Company did not consider the effect of the warrants issued in connection
with the Initial Public Offering and the Private Placement in the calculation of diluted income per share because their exercise is contingent
upon future events and since their inclusion would be anti-dilutive under the treasury stock method. Accretion associated with the redeemable
Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.
The
following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for
each class of ordinary shares:
Summary
of Earnings Per Share, Basic and Diluted
| |
For the three months ended September 30, 2023 | | |
For the three months ended September 30, 2022 | | |
For the nine months ended September 30, 2023 | | |
For the nine months ended September 30, 2022 | |
| |
Class A Ordinary Shares | | |
Class B Ordinary Shares | | |
Class A Ordinary Shares | | |
Class B Ordinary Shares | | |
Class A Ordinary Shares | | |
Class B Ordinary Shares | | |
Class A Ordinary Shares | | |
Class B Ordinary Shares | |
Basic and diluted net income per ordinary share | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Numerator: Net income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Allocation of net income, as adjusted | |
$ | 1,607,310 | | |
$ | 401,828 | | |
$ | 2,076,982 | | |
$ | 519,245 | | |
$ | 4,328,446 | | |
$ | 1,082,112 | | |
$ | 6,189,750 | | |
$ | 1,547,438 | |
Denominator: Weighted Average Shares | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average shares outstanding | |
| 21,240,488 | | |
| 5,310,122 | | |
| 21,240,488 | | |
| 5,310,122 | | |
| 21,240,488 | | |
| 5,310,122 | | |
| 21,240,488 | | |
| 5,310,122 | |
Basic and diluted net income per ordinary share | |
$ | 0.08 | | |
$ | 0.08 | | |
$ | 0.10 | | |
$ | 0.10 | | |
$ | 0.20 | | |
$ | 0.20 | | |
$ | 0.29 | | |
$ | 0.29 | |
Warrant
Liability
The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s
specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC
480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants
are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants
meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s
own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment,
is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For
issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component
of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification,
the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.
Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the 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 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument
is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value
reported in the condensed statements of operations. The classification of derivative instruments, including whether such instruments
should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified
in the 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 will account for warrants for shares of the Company’s Class A ordinary shares that are not indexed to its own stock as
liabilities at fair value on the balance sheets in accordance with ASC 815. For derivative financial instruments that are accounted for
as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting
date, with changes in the fair value reported in the condensed statements of operations. The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.
Derivative liabilities are classified in the 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 will account for the conversion features in Working Capital Loans under ASC 815. The conversion features were determined to be
classified as a derivative liability, and the Company has determined that the fair value was immaterial at September 30, 2023 and December
31, 2022.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution
which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access
to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Fair
Value of Financial Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value
Measurement, (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily
due to their short-term nature.
The
Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that
framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a
liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement
date. The fair value hierarchy established in ASC 820 generally requires entity to maximize the use of observable inputs and minimize
the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use
in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable
inputs reflect the entity’ own assumptions based on market data and the entity’s judgments about the assumptions that market
participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.
Level
1—Assets and liabilities with unadjusted quoted prices listed on active market exchanges. Inputs to the fair value measurement
are observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level
2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying
terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted
intervals.
Level
3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little
or no market data exists for the assets or liabilities.
Revisions
to Prior Periods’ Financial Statements
In
the fourth quarter of 2022, the Company identified errors resulting from not recognizing unbilled legal fees incurred during the year
ended December 31, 2021, the three months ended March 31, 2022, the three and six months ended June 30, 2022, and the three and nine
months ended September 30, 2022. Additional legal fees incurred and unbilled were $58,148 and $175,329 during the three and nine months
ended September 30, 2022, respectively. These amounts related to legal services for the search for a business combination and as such
should have been recorded as expense and accrued as liabilities. The errors lead to an understatement of operating expenses on the statements
of operations of $58,148 and $175,329 for the three and nine months ended September 30, 2022, respectively. As of September 30, 2022,
the errors lead to understatement of accounts payable and accrued expenses and understatement of accumulated deficit on the balance sheet
of $852,040. The unbilled legal fees not recognized do not impact the Company’s cash position in the prior periods and have less
than 0.5% impact on the Company’s marketable securities held in Trust Account balance as of the end of the prior period.
The
Company evaluated the materiality of the errors described above from a qualitative and quantitative perspective. Based on such evaluation
taking into account the requirements of SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements
when Quantifying Misstatements in Current Year Financial Statements”, the Company concluded that the correction would not be material
to the financial position or results of operations for the three and nine months ended September 30, 2022, respectively. Accordingly,
the Company has revised the comparative period in the accompanying financial statements as of September 30, 2023 to correct this error.
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v3.23.3
Initial Public Offering
|
9 Months Ended |
Sep. 30, 2023 |
Regulated Operations [Abstract] |
|
Initial Public Offering |
Note
3 — Initial Public Offering
On
October 19, 2021, the Company sold 20,000,000 Units (or Units if the underwriter’s overallotment option is exercised
in full) at a purchase price of $10.00 per Unit, generating gross proceeds of $200,000,000, and incurring offering costs of $11,929,189,
consisting of $4,000,000 of underwriting fees, $7,000,000 of deferred underwriting fees and $929,189 of other offering costs. Each Unit
consists of one share of the Company’s Class A ordinary shares, par value $0.0001 per share, and one-third of one redeemable warrant
(“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one share of Class A ordinary shares at
an exercise price of $11.50 per whole share (see Note 7).
Certain
institutional anchor investors that are not affiliated with the Company, the Sponsors, or the Company’s officers, directors, or
any member of the Company’s management purchased an aggregate of 20,000,000 Units at the offering price of $10.00 per Unit.
The
underwriters notified the Company of their intention to partially exercise the Over-Allotment. As such, on November 30, 2021, the Company
consummated the sale of an additional 1,240,488 Units, at $10.00 per Unit, and the sale of an additional 165,398 Private Placement Warrants,
at $1.50 per Private Placement Warrant, generating total gross proceeds of $12,404,880 and $248,097, respectively. The underwriters forfeited
the balance of the over-allotment option. A total of $12,404,880 of the net proceeds was deposited into the Trust Account, bringing the
aggregate proceeds deposited into the Trust Account in connection with the Initial Public Offering to $212,404,880. The Company incurred
additional offering costs of $682,269 in connection with the Over-Allotment (of which $434,171 was for deferred underwriting fees).
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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 Legacy Sponsor has purchased Private Placement Warrants at a price of
$1.50 per warrant, generating total proceeds of $7,000,000 to the Company. Substantially concurrently with the closing of the Private
Placement, the Legacy Sponsor sold an aggregate of 186,667 Private Placement Warrants to the Institutional Anchor Investors for $280,000
(see Note 7). On November 30, 2021, the underwriters purchased an additional 1,240,488 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 aggregate additional gross
proceeds of $12,404,880 to the Company. In connection with the partial exercise of the Over-Allotment Option, the Legacy Sponsor purchased
an additional warrants at a purchase price of $1.50 per whole warrant.
Each
Private Placement Warrant is identical to the warrants offered in the Initial Public Offering, except there will be no redemption rights
or liquidating distributions from the trust account with respect to Private Placement Warrants, which will expire worthless if the Company
does not consummate a Business Combination within the Extended Dissolution Date.
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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
March 9, 2021, the Company issued an aggregate of 5,750,000 shares of Class B ordinary shares (the “Founder Shares”) to the
Legacy Sponsor for an aggregate purchase price of $25,000. Also, on May 13, 2021, the Legacy Sponsor transferred an aggregate of 721,402
representing Founder Shares to the Company’s independent director nominees at their original issue price. The Founder Shares include
an aggregate of up to 750,000 shares subject to forfeiture by the Legacy Sponsor to the extent that the underwriters’ over-allotment
is not exercised in full or in part, so that the Legacy Sponsor will collectively own, on an as-converted basis, 20% of the Company’s
issued and outstanding shares after the Initial Public Offering. On November 30, 2021, the underwriters partially exercised overallotment
option to purchase an additional 1,240,488 Units. The Company forfeited 439,878 Class B ordinary shares. As of September 30, 2023 and
December 31, 2022, the Company has 5,310,122 of Class B ordinary shares issued and outstanding.
The
Sponsors have agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the
completion of a Business Combination or (B) the date on which the Company completes liquidation, merger, capital stock exchange or similar
transaction that results in the Company’s shareholders having the right to exchange their shares of ordinary shares for cash, securities
or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A ordinary shares equals or exceeds
$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period commencing at least 120 days after the Business Combination, the Founder Shares will be released
from the lock-up.
In
connection with the closing of the Initial Public Offering, the Legacy Sponsor sold equity interest of the Legacy Sponsor equivalent
to 1,547,727 Founder Shares to the Institutional Anchor Investors at the original purchase price of $0.004 per share. The Company estimated
the aggregate fair value of the Founder Shares attributable to the Anchor Investors to be $6.73 per share. The fair value of the Founder
Shares were valued based on the probability of the Company completing a Business Combination and marketability. The excess of the fair
value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and 5T. Accordingly,
the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair
value basis, compared to total proceeds received. Offering costs related to the Founder Shares amounted to $10,414,655, of which $10,062,469
was charged to shareholders’ deficit upon the completion of the Initial Public Offering and $352,186 was expensed to the condensed
statements of operations and included in transaction costs attributable to warrant liabilities.
Promissory
Note — Related Party
On
March 9, 2021, the Legacy Sponsor agreed to loan the Company an aggregate of up to $250,000 to cover expenses related to the Initial
Public Offering pursuant to a promissory note (the “Pre-IPO Note”). The Pre-IPO Note was non-interest bearing and is payable
on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering. The Company drew $195,000 from the Pre-IPO
Note and repaid the Pre-IPO Note in full on October 19, 2021.
Related
Party Loans
In
order to finance transaction costs in connection with a Business Combination, the Company’s Legacy Sponsor, an affiliate of the
Legacy Sponsor, or the Company’s former officers and directors may, but are not obligated to, loan the Company funds as may be
required (the “Legacy Working Capital Loans”). Such Legacy Working Capital Loans would be evidenced by promissory notes.
The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion,
up to $1,000,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.50 per warrant.
The warrants will be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company
may use a portion of proceeds held outside the Trust Account to repay the Legacy Working Capital Loans, but no proceeds held in the Trust
Account would be used to repay the Legacy Working Capital Loans.
As
of December 31, 2021, there was a written agreement in place of the Legacy Working Capital Loans. Compass Digital Acquisition Corp. issued
an unsecured promissory note (the “Note”) in the principal amount of up to $1,000,000 to YAS International, LLC (d/b/a Gupta
Capital Group), an affiliate of the Legacy Sponsor (“GCG”). The Note bears no interest and is repayable in full upon consummation
of the initial Business Combination. GCG has the option to convert any unpaid balance of the Note into warrants to purchase one share
of Class A ordinary shares (the “Working Capital Warrants”) equal to the principal amount of the Note so converted divided
by $1.50. The terms of any such Working Capital Warrants will be identical to the terms of the Private Placement Warrants. As of September
30, 2023 and December 31, 2022, the Company has drawn $125,000 and $267,500 outstanding, respectively, on the Legacy Working Capital
Loan. The Company determined that the conversion option embedded in its Legacy Working Capital Loan should be bifurcated and accounted
for as a derivative in accordance with ASC 815. However, the exercise price of the underlying warrants was greater than the closing price
of the Company’s Class A ordinary shares as of September 30, 2023, and when the Legacy Working Capital Loan was drawn on. The Company
believes that the likelihood of GCG’s exercise of the option to convert to warrants is de minimis. As a result, the Company recorded
zero liability related to the conversion option on the Legacy Working Capital Loan.
On
September 6, 2023, the Company entered into a subscription agreement (the “Polar Subscription Agreement”) with the New Sponsor
and Polar, pursuant to which Polar agreed to fund up to $1,500,000 to Company, subject to certain funding milestones. Once the Company
has reached a defined milestone, upon on at least five (5) calendar days’ prior written notice (“Capital Notice”),
the Sponsor may require a drawdown against the capital commitment in order to meet the Sponsor’s commitment to the Company under
a drawdown request (“Capital Call”, such funded amounts, the “Capital Investment”). As of September 30, 2023,
the Capital Investment was $500,000. The Capital Investment will be repaid to Polar by the Company upon the closing of an initial Business
Combination. Polar may elect to receive such repayment (i) in cash or (ii) in Class A ordinary shares at a rate of one Class A ordinary
share for each ten dollars of the Capital Investment. The Company must (i) to the extent feasible and in compliance with all applicable
laws and regulations register the shares issued to Polar as part of any registration statement issuing shares before or in connection
with the closing of a Business Combination or (ii) if no such registration statement is filed in connection with the closing of a Business
Combination, promptly register such shares pursuant to the first registration statement filed by the Company or the surviving entity
following a Business Combination, which shall be filed no later than 30 days after the closing of a Business Combination and declared
effective no later than 90 days after the closing of a Business Combination. In consideration of Polar’s Capital Investment, the
Company has agreed to issue, or cause the surviving entity in the Business Combination to issue, 0.9 of a Class A ordinary share of the
surviving entity for each dollar of Polar’s Capital Investment funded as of or prior to the closing of the Business Combination.
Upon certain events of default under the Polar Subscription Agreement the Company (or the surviving entity, as applicable) must issue
to Polar an additional 0.1 of a Class A ordinary share for each dollar of the Capital Investment funded as of the date of such default,
and for each month thereafter until such default of failure is cured, subject to certain limitations provided for therein. In the event
the Company liquidates without consummating a Business Combination, any amounts remaining in the Company’s cash accounts (excluding
the Trust Account) will be paid to Polar by the Company within five (5) calendar days of the liquidation, and such amounts will be the
sole recourse for Polar. As of September 30, 2023, the Company has drawn $500,000 on the New Working Capital Loan. The Company determined
that the conversion option embedded in its New Working Capital Loan should be bifurcated and accounted for as a derivative in accordance
with ASC 815. However, the difference between the exercise price of the conversion option and the future value of Class A ordinary shares
in case of a potential close of a business combination is de minimis as of September 30, 2023, and when the New Working Capital Loan
was drawn on. The Company believes that the likelihood of the Investor’s exercise of the conversion option is remote. As a result,
the Company recorded zero liability related to the conversion option on the New Working Capital Loan.
Administrative
Services Letter Agreement
Commencing
on October 14, 2021 and until completion of the Company’s initial business combination or liquidation, the Company will reimburse
an affiliate of the Sponsor up to an amount of $10,000 per month for office space and secretarial and administrative support. There were
amounts of $30,000 and $90,000 incurred for the three months and nine months ended September 30, 2023 for the related party administrative
support, respectively. There was no amount incurred for the three and nine months ended September 30, 2022 for the related party administrative
support. The Legacy Sponsor assigned the existing administrative services letter agreement with the Company to HCG Opportunity on August
31, 2023.
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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 Warrants and any warrants that may be issued upon conversion of the Legacy Working Capital
Loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration
rights agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such
securities for resale (in the case of the Founder Shares, only after conversion to our Class A ordinary shares). The holders of the majority
of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities.
In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent
to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule
415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriters’
Agreement
In
connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the prospectus (the “Over-Allotment
Option”) to purchase up to additional units to cover over-allotments (the “Option Units”), if any. On November
30, 2021, the underwriters purchased an additional 1,240,488 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 aggregate additional gross proceeds of $12,404,880 to
the Company.
The
underwriters were entitled to a cash underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering, or $4,000,000
(or $4,600,000 if the over-allotment option in exercised in full). In addition, the underwriters were entitled to a deferred fee of three
and half percent (3.50%) of the gross proceeds of the Initial Public Offering, or $7,000,000 (or $8,050,000 if the over-allotment option
in exercised in full). The deferred fee will become payable to the underwriters 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
August 11 and August 14, 2023, the Company received formal confirmations from J.P. Morgan Securities LLC (“JP Morgan”) and
Citigroup Global Markets Inc. (“Citi”), informing the Company of their decisions to waive any entitlement they may have to
their deferred underwriting fees payable held in the Trust Account with respect to any Business Combination. Out of the release of $7,434,171
deferred underwriting fees, $7,187,357 is charged against accumulated deficit in the accompanying unaudited condensed balance sheets
as of September 30, 2023 and $246,814 is reflected as gain on settlement of deferred underwriting fees in the accompanying unaudited
condensed statements of operations for the three and nine months ended September 30, 2023.
Financial
Advisory Agreements
The
Company entered into two financial advisory agreements in September and December 2022, respectively, with financial advisors in connection
with the Company’s business combinations. The Company has agreed to pay success fees for signed letters of intent and any successful
acquisition. Success fees range from $50,000 to $1,250,000. The Company shall also reimburse the financial advisors for all reasonable
and documented expenses, subject to limitations and prior written consent of the Company. Both agreements were terminated in August 2023,
and no expense was incurred or outstanding as of September 30, 2023.
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v3.23.3
Warrant Liability
|
9 Months Ended |
Sep. 30, 2023 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] |
|
Warrant Liability |
Note
7 — Warrant Liability
The
Company issued 11,912,228 warrants in connection with the Initial Public Offering and partial exercise of the overallotment, (6,666,667
Public Warrants and 4,666,667 Private Placement Warrants at the time of Initial Public Offering, 413,496 Public Warrants and 165,398
Private Placement Warrants at the time of partial exercise of the overallotment) 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 was recorded
as a liability. Accordingly, the Company has classified each warrant as a liability at its fair value. This liability is subject to re-measurement
at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair
value recognized in the Company’s condensed statements of operations.
Public
Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants.
The Public Warrants will become exercisable 30 days after the consummation of a Business Combination. The Public Warrants will expire
five years from the consummation of a Business Combination or earlier upon redemption or liquidation.
The
Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation
to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A
ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject
to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless
basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance
of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption
from registration is available.
The
Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination,
it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which
this prospectus forms a part or a new registration statement covering the registration, under the Securities Act of the Class A ordinary
shares issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause such registration
statement to become effective and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire
or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon
exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may,
until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an
effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act or another exemption.
Redemption
of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may
redeem the Warrants for redemption:
Redemption
of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may
redeem the Warrants for redemption:●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, which is referred to as the 30-day redemption period; and●if, and only if,
the closing price of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day
prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”)
|
● |
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, which is referred to as the 30-day redemption period; and |
|
|
|
|
● |
if,
and only if, the closing price of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending
on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference
Value”). |
The
Company will not redeem the warrants as described above unless an effective 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 throughout the 30-day redemption period. If and when the warrants become redeemable, the
Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under
all applicable state securities laws.
Redemption
of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the Warrants become exercisable, the Company may
redeem the Warrants for redemption:
Redemption
of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the Warrants become exercisable, the Company may
redeem the Warrants for redemption:●in whole and not in part;●at $0.10 per warrant upon a minimum of 30 days’ prior
written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and
receive the number of shares determined by reference to the table set forth under “Description of Securities—Warrants—Public
Shareholders’ Warrants” based on the redemption date and the “fair market value” of Class A ordinary shares (as
defined below);●if, and only if, the Reference Value (as defined above under “Redemption of warrants when the price per Class
A ordinary share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like); and●if the Reference Value is less than $18.00 per share (as adjusted for share
sub-divisions, share capitalizations, reorganizations, recapitalizations and the like), the private placement warrants must also concurrently
be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise
its warrants) as the outstanding public warrants, as described above.
|
● |
in
whole and not in part; |
|
|
|
|
● |
at
$0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise
their warrants on a cashless basis prior to redemption and receive the number of shares determined by reference to the table set
forth under “Description of Securities—Warrants—Public Shareholders’ Warrants” based on the redemption
date and the “fair market value” of Class A ordinary shares (as defined below); |
|
|
|
|
● |
if,
and only if, the Reference Value (as defined above under “Redemption of warrants when the price per Class A ordinary share
equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like); and |
|
|
|
|
● |
if
the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations
and the like), the private placement warrants must also concurrently be called for redemption on the same terms (except as described
herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding public warrants, as described
above. |
If
and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares
of ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws
or the Company is unable to affect such registration or qualification.
The
exercise price and number of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances
including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will
the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the
Extended Dissolution Date and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of
such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the
Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants
for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless
basis,” as described in the warrant agreement. The exercise price and number of shares of ordinary shares issuable upon exercise
of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or
recapitalization, reorganization, merger or consolidation.
In
addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection
with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class
A ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors
and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor
or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from
such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s
initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume
weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior
to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20
per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market
Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent)
to be equal to 180% of the greater of the Market Value and the Newly Issued Price.
The
Private Placement Warrants will be identical to the Public Warrants included in the Units being sold in the Initial Public Offering,
except that the Private Placement Warrants will not and the shares of ordinary shares issuable upon the exercise of the Private Placement
Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain
limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so
long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone
other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and
exercisable by such holders on the same basis as the Public Warrants.
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- DefinitionThe entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.
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v3.23.3
Class A Ordinary Shares Subject to Possible Redemption
|
9 Months Ended |
Sep. 30, 2023 |
Class Ordinary Shares Subject To Possible Redemption |
|
Class A Ordinary Shares Subject to Possible Redemption |
Note
8 — Class A Ordinary Shares Subject to Possible Redemption
The
Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control
and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A ordinary shares with
a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As
of September 30, 2023 and December 31, 2022, there were 21,240,488 shares of Class A ordinary shares outstanding, which were all subject
to possible redemption and classified outside of permanent equity in the condensed balance sheets.
The
reconciliation of Class A ordinary shares subject to possible redemption is as follows.
Schedule
of Class A Ordinary Shares Subject to Possible Redemption
Class A Ordinary Shares subject to possible redemption at December 31, 2021 | |
$ | 212,404,880 | |
Plus: | |
| | |
Accretion of Class A Ordinary Shares to redemption value | |
| 3,116,565 | |
Class A Ordinary Shares subject to possible redemption at December 31, 2022 | |
| 215,521,445 | |
Plus: | |
| | |
Accretion of Class A Ordinary Shares to redemption value | |
| 2,304,389, | |
Class A Ordinary Shares subject to possible redemption at March 31, 2023 | |
| 217,825,834 | |
Plus: | |
| | |
Accretion of Class A Ordinary Shares to redemption value | |
| 2,568,625 | |
Class A Ordinary Shares subject to possible redemption at June 30, 2023 | |
$ | 220,394,459 | |
Plus: | |
| | |
Accretion of Class A Ordinary Shares to redemption value | |
| 2,856,383 | |
Class A Ordinary Shares subject to possible redemption at September 30, 2023 | |
$ | 223,250,842 | |
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v3.23.3
Shareholders’ Deficit
|
9 Months Ended |
Sep. 30, 2023 |
Equity [Abstract] |
|
Shareholders’ Deficit |
Note
9 — Shareholders’ Deficit
Preferred
Shares — The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred shares. As of September 30, 2023 and
December 31, 2022, there were no preferred shares issued or outstanding.
Class
A Ordinary Shares — The Company is authorized to issue up to 200,000,000 Class A ordinary shares, $0.0001 par value ordinary shares.
Holders of the Company’s ordinary shares are entitled to one vote for each share. As of September 30, 2023 and December 31, 2022,
there were 21,240,488 Class A ordinary shares issued and outstanding. Of the outstanding shares of Class A ordinary shares, 21,240,488
were subject to possible redemption as of September 30, 2023 and December 31, 2022, and therefore classified outside of permanent equity
(see Note 8). The Company originally issued 20,000,000 shares of Class A, and 1,240,488 additional shares were issued by the time of
partial practice of overallotment.
Class
B Ordinary Shares — The Company is authorized to issue up to 20,000,000 shares of Class B, $0.0001 par value ordinary shares. Holders
of the Company’s ordinary shares are entitled to one vote for each share. As of September 30, 2023 and December 31, 2022, there
were 5,310,122 shares of Class B ordinary shares issued and outstanding. The Company originally issued 5,750,000 shares of Class B, and
439,878 shares were forfeited when the overallotment option expired in December 2021.
The
shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Business Combination
on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In
the case that additional shares of Class A ordinary shares, or equity linked securities, are issued or deemed issued in excess of the
amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class
B ordinary shares shall convert into shares of Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding
shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number
of shares of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate,
on an as converted basis, 20% of the sum of the total number of all shares of ordinary shares outstanding upon the completion of the
Initial Public Offering plus all shares of Class A ordinary shares and equity linked securities issued or deemed issued in connection
with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination,
and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).
Holders of Founder Shares may also elect to convert their shares of Class B ordinary shares into an equal number of shares of Class A
ordinary shares, subject to adjustment as provided above, at any time.
The
Company may issue additional ordinary shares or preferred stock to complete its Business Combination or under an employee incentive plan
after completion of its Business Combination.
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- DefinitionThe entire disclosure for equity.
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v3.23.3
Fair Value Measurements
|
9 Months Ended |
Sep. 30, 2023 |
Fair Value Disclosures [Abstract] |
|
Fair Value Measurements |
Note
10 — Fair Value Measurements
The
following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of 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 Assets Measured at Fair Value on a Recurring Basis
| |
| |
September 30, 2023 | | |
| |
December 31, 2022 | |
Asset: | |
| |
| | | |
| |
| | |
Marketable Securities Held In Trust Account (1) | |
Level 1 | |
$ | 223,250,842 | | |
Level 1 | |
$ | 215,521,445 | |
Liabilities: | |
| |
| | | |
| |
| | |
Private Placement Warrants (2) | |
Level 2 | |
$ | 1,064,021 | | |
Level 2 | |
$ | 386,566 | |
Public Warrants (2) | |
Level 2 | |
$ | 1,559,052 | | |
Level 1 | |
$ | 566,413 | |
(1) | The
fair value of the marketable securities held in Trust Account approximates the carrying amount
primarily due to the short-term nature. |
(2) | Measured
at fair value on a recurring basis. |
Warrants
The
Warrants are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting date. Changes in
the fair value of the Warrants are recorded in the unaudited condensed statements of operations at the end of each period. Transfers
to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period in which a change in valuation technique or methodology
occurs. Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual
trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of
its investments. The Warrants are accounted for as liabilities in accordance with ASC 815-40, and are presented within warrant liabilities
on the condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes
in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations.
Initial
Measurement
The
Company established the initial fair value for the Warrants on October 19, 2021, using a Binomial Lattice based approach for both the
Public Warrants and the Private Placement Warrants. Specifically, the Cox-Rubenstein-Ross methodology of constructing lattice models.
The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares, and
one-third of one Public Warrant), and (ii) the sale of Private Placement Warrants, and 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,
Class A ordinary shares based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3
at the initial measurement date due to the use of unobservable inputs.
The
key inputs into the Lattice simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement:
Schedule
of Fair Value Measurement Inputs and Valuation Techniques
Input | |
(Initial Measurement) | |
Risk-free interest rate | |
| 1.17 | % |
Expected term (years) | |
| 5.00 | |
Expected volatility | |
| 12.30 | % |
Exercise price | |
$ | 11.50 | |
Fair value of Units | |
$ | 9.78 | |
The
Company’s use of a Binomial Lattice based approach required the use of subjective assumptions:
|
● |
The
risk-free interest rate assumption was based on the five-year U.S. Treasury rate, which was commensurate with the contractual term
of the Warrants, which expire on the earlier of (i) five years after the completion of the initial business combination and (ii)
upon redemption or liquidation. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair
value measurement of the warrant liabilities and vice versa. |
|
|
|
|
● |
The
expected term was determined to be slightly over five years, in-line with a typical equity investor assumed holding period |
|
|
|
|
● |
The
expected volatility assumption was based on the implied volatility from a set of comparable publicly-traded warrants as determined
based on the size and proximity of business combinations by similar special purpose acquisition companies. An increase in the expected
volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. |
|
|
|
|
● |
The
fair value of the Units, which each consist of one Class A ordinary shares and one-third of one Public Warrant, represents the closing
price on the measurement date as observed from the ticker CDAQU. |
Based
on the applied volatility assumption and the expected term to a business combination noted above, the Company determined that the risk-neutral
probability of exceeding the $18.00 redemption value by the start of the exercise period for the Warrants resulted in a nominal difference
in value between the Public Warrants and Private Placement Warrants across the valuation dates utilized in the Binomial Lattice based
approach. Therefore, the resulting valuations for the two classes of Warrants were determined to be approximately the same.
Subsequent
Measurement
Upon
consummation of the Initial Public Offering on October 19, 2021, the Company’s Warrants were classified as Level 3 due to unobservable
inputs used in the initial valuation. On December 9, 2021, the Public Warrants surpassed the 52-day threshold waiting period to be publicly
traded in accordance with the Prospectus filed October 18, 2021. Once publicly traded, the observable input qualifies the liability for
treatment as a Level 1 liability. The subsequent measurement of the Public Warrants as of December 31, 2022 were classified as Level
1 due to the use of an observable market quote in an active market. The estimated fair value of Public Warrants was transferred from
a Level 1 measurement to a Level 2 measurement due to lack of trading activity as of September 30, 2023. As the transfer of Private Placement
Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants
having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant
is equivalent to that of each Public Warrant, with an insignificant adjustment for short-term marketability restrictions. As such, the
Private Placement Warrants were classified as Level 2 as it references the price of Public Warrants.
The
following table presents the changes in the fair value of warrant liabilities for the nine months ended September 30, 2023:
Schedule
of Fair Value of Warrant Liabilities
| |
Private Placement | | |
Public | | |
Warrant Liabilities | |
Fair value as of January 1, 2023 | |
$ | 386,566 | | |
$ | 566,413 | | |
$ | 952,979 | |
Change in fair value | |
| 241,603 | | |
| 354,008 | | |
| 595,611 | |
Fair value as of March 31, 2023 | |
$ | 628,169 | | |
$ | 920,421 | | |
$ | 1,548,590 | |
Change in fair value | |
| 90,843 | | |
| 133,107 | | |
| 223,950 | |
Fair value as of June 30, 2023 | |
$ | 719,012 | | |
$ | 1,053,528 | | |
$ | 1,772,540 | |
Fair value | |
$ | 719,012 | | |
$ | 1,053,528 | | |
$ | 1,772,540 | |
Change in fair value | |
| 345,009 | | |
| 505,524 | | |
| 850,533 | |
Fair value as of September 30, 2023 | |
$ | 1,064,021 | | |
$ | 1,559,052 | | |
$ | 2,623,073 | |
Fair value | |
$ | 1,064,021 | | |
$ | 1,559,052 | | |
$ | 2,623,073 | |
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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
11 — Subsequent Events
The
Company evaluated events that have occurred after the condensed balance sheet date up through the date the condensed financial statements
were issued. Based upon the review, management did not identify any subsequent events other than what disclosed below that would have
required adjustment or disclosure in the unaudited condensed financial statements.
Between
October 10, 2023 and October 19, 2023, the Company and the New Sponsor entered into the Non-Redemption Agreements with an unaffiliated
third-party investors in exchange for such investors agreeing not to redeem the Non-Redeemed Shares at the Meeting. In exchange for the
foregoing commitment with the Company not to redeem the Non-Redeemed Shares, the New Sponsor has agreed to transfer to such investors
an aggregate of 749,810 Class B ordinary shares of the Company held by the New Sponsor, promptly following the closing of the Company’s
initial Business Combination (but no later than two business days after the satisfaction of the requisite conditions to such transfer)
if they do not exercise their redemption rights with respect to the Non-Redeemed Shares in connection with the Meeting and the Extension
Amendment Proposal is approved. The Company is currently assessing the accounting impact, if any, of the Non-Redemption Agreements.
At
the Meeting on October 19, 2023, the shareholders of the Company approved the Extension Amendment Proposal and the Founder Share Amendment
Proposal.
In
connection with the Meeting, shareholders holding 16,045,860 Class A ordinary shares (after giving effect to withdrawals of redemptions)
exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $169.1
million (approximately $10.54 per share) was removed from the Trust Account to pay such holders.
Additionally
on October 19, 2023, the Sponsor also converted an aggregate of 600,000 Founder Shares on a one-for-one basis into Class A ordinary shares
and waived any right to receive funds from the Trust Account with respect to the Class A ordinary shares received upon such conversion
and acknowledged that such shares will be subject to all of the restrictions applicable to the original Founder Shares under the terms
of the Letter Agreement. Following redemptions and conversions on October 19, 2023, the Company had 5,794,628 Class A ordinary shares
outstanding. The Company is currently assessing the accounting impact, if any, of these conversions.
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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 condensed financial statements are presented in conformity with accounting principles generally accepted in the United States
of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information
and footnotes required by GAAP. In the opinion of management, the condensed financial statements reflect all adjustments, which include
only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results
for the three months and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected through
December 31, 2023.
|
Liquidity, Capital Resources and Going Concern |
Liquidity,
Capital Resources and Going Concern
As
of September 30, 2023, the Company had $450,980 in its operating bank account and working capital deficit of $390,085. To date, the Company’s
liquidity needs have been satisfied through a payment of $25,000 from the Legacy Sponsor to cover certain expenses on behalf of the Company
in exchange for the issuance of the Founder Shares, a loan of approximately $195,000 pursuant to the Pre-IPO Note (as defined below)
issued to the Legacy Sponsor (see Note 5), which has been fully repaid on October 19, 2021, the net proceeds from the consummation of
the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business
Combination, the Company’s officers, directors and Initial Shareholders may, but are not obligated to, provide the Company Working
Capital Loans (the “Legacy Working Capital Loans”). Furthermore, On September 6, 2023, The Company entered into an agreement
with Polar Multi-Strategy Master Fund (“Polar”), and New Sponsor for an additional working capital loan (the “New Working
Capital Loan”, collectively with the Legacy Working Capital Loans as “Working Capital Loans”) of up to $1,500,000 (see
Note 5).
As
of September 30, 2023, the Company had drawn $500,000 from New Working Capital Loan and has $125,000 outstanding from Legacy Working
Capital Loans.
Based
on the foregoing, management believes that the Company may not have sufficient working capital to meet its anticipated obligations through
the earlier of its consummation of an initial business combination or its liquidation date. Over this time period, the Company will be
using these funds for paying existing accounts payable, operating costs, identifying and evaluating prospective Initial Business Combination
candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business
to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
In
connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board
(“FASB”) Account Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s
Ability to Continue as a Going Concern.” The Company has until July 19, 2024 to consummate a Business Combination. It is uncertain
that the Company will be able to consummate a Business Combination by this time and the Company lacks the financial resources it needs
to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements.
If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company.
The Company cannot provide any assurance that (i) new financing will be available to it on commercially acceptable terms, if at all,
or (ii) that its plans to consummate an initial Business Combination will be successful. Management has determined that the liquidity
condition and mandatory liquidation should a Business Combination not occur, and potential subsequent dissolution raises substantial
doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that
might result from the Company’s inability to continue as a going concern.
|
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.
|
Risks and Uncertainties |
Risks
and Uncertainties
Various
social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising
trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States
and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such
as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may contribute to increased market volatility and
economic uncertainties or deterioration in the United States and worldwide. These market volatilities could adversely affect the Company’s
ability to complete a business combination. In response to the conflict between nations, the United States and other countries have imposed
sanctions or other restrictive actions against certain countries. Any of the above factors, including sanctions, export controls, tariffs,
trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business
combination and the value of the Company’s securities.
Management
continues to evaluate the impact of these types of risks on the industry and has concluded that while it is reasonably possible that
these types of risks could have a negative effect on the Company’s financial position, results of its operations and/or search
for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements.
The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
|
Use of Estimates |
Use
of Estimates
The
preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management
considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual
results could differ significantly from those estimates.
|
Cash and Cash Equivalents |
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had $450,980 and $936,434 of cash and no cash equivalents as of September 30, 2023 and December 31, 2022, respectively.
|
Marketable Securities Held in Trust Account |
Marketable
Securities Held in Trust Account
At
September 30, 2023 and December 31, 2022, the Company had $223,250,842 and $215,521,445, respectively, in marketable securities held
in the Trust Account.
At
September 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which
are invested primarily in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading
securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains
and losses resulting from the change in fair value of these investments are included in interest earned on marketable securities held
in Trust Account in the accompanying condensed statements of operations. The estimated fair values of marketable securities held in the
Trust Account are determined using available market information.
|
Class A Ordinary Shares Subject to Redemption |
Class
A Ordinary Shares Subject to Redemption
The
Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing
Liabilities from Equity.” Class A Ordinary Shares subject to mandatory redemption (if any) 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 shareholder’s equity. The Company’s
Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject
to the occurrence of uncertain future events. Accordingly, as of September 30, 2023 and December 31, 2022, 21,240,488 shares of Class
A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’
deficit section of the Company’s condensed balance sheets. Additionally, during the three months and nine months ended September
30, 2023, the Company recorded accretion on the Class A ordinary shares of $2,856,383 and $7,729,397 to redemption value related to the
interest in the Trust Account, respectively. During the three months and nine months ended September 30, 2022, the Company recorded accretion
on the Class A ordinary shares of $960,443 and $1,282,772 to redemption value related to the interest in the Trust Account, respectively.
|
Income Taxes |
Income
Taxes
The
Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset
and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed
for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible
amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties
as of 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.
The
Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently
not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s
tax provision was zero for the periods presented.
|
Investments Held in Trust Account |
Investments
Held in Trust Account
As
of September 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds
which are invested in U.S. treasury securities. All of the Company’s investments held in the Trust Account are classified as trading
securities. Trading securities are presented on the unaudited condensed balance sheets at fair value at the end of each reporting period.
Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable
securities in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in Trust Account
are determined using available market information.
|
Offering Costs Associated with the Initial Public Offering |
Offering
Costs Associated with the Initial Public Offering
Offering
costs consisted of legal, accounting, underwriting fees and other costs incurred through the condensed balance sheet date that are directly
related to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the
relative fair values of the Company’s Class A Ordinary Shares and its Public Warrants and Private Placement Warrants. The costs
allocated to Warrants were recognized in other expenses, and those related to the Company’s Class A Ordinary Shares were charged
against the carrying value of Class A Ordinary Shares. The Company complies with the requirements of the ASC 340-10-S99-1, “Other
Assets and Deferred Costs”.
|
Net Income per Ordinary Share |
Net
Income per Ordinary Share
The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has
two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro
rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average
of ordinary shares outstanding for the respective period. The Company did not consider the effect of the warrants issued in connection
with the Initial Public Offering and the Private Placement in the calculation of diluted income per share because their exercise is contingent
upon future events and since their inclusion would be anti-dilutive under the treasury stock method. Accretion associated with the redeemable
Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.
The
following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for
each class of ordinary shares:
Summary
of Earnings Per Share, Basic and Diluted
| |
For the three months ended September 30, 2023 | | |
For the three months ended September 30, 2022 | | |
For the nine months ended September 30, 2023 | | |
For the nine months ended September 30, 2022 | |
| |
Class A Ordinary Shares | | |
Class B Ordinary Shares | | |
Class A Ordinary Shares | | |
Class B Ordinary Shares | | |
Class A Ordinary Shares | | |
Class B Ordinary Shares | | |
Class A Ordinary Shares | | |
Class B Ordinary Shares | |
Basic and diluted net income per ordinary share | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Numerator: Net income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Allocation of net income, as adjusted | |
$ | 1,607,310 | | |
$ | 401,828 | | |
$ | 2,076,982 | | |
$ | 519,245 | | |
$ | 4,328,446 | | |
$ | 1,082,112 | | |
$ | 6,189,750 | | |
$ | 1,547,438 | |
Denominator: Weighted Average Shares | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average shares outstanding | |
| 21,240,488 | | |
| 5,310,122 | | |
| 21,240,488 | | |
| 5,310,122 | | |
| 21,240,488 | | |
| 5,310,122 | | |
| 21,240,488 | | |
| 5,310,122 | |
Basic and diluted net income per ordinary share | |
$ | 0.08 | | |
$ | 0.08 | | |
$ | 0.10 | | |
$ | 0.10 | | |
$ | 0.20 | | |
$ | 0.20 | | |
$ | 0.29 | | |
$ | 0.29 | |
|
Warrant Liability |
Warrant
Liability
The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s
specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC
480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants
are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants
meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s
own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment,
is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For
issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component
of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification,
the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.
Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed 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 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument
is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value
reported in the condensed statements of operations. The classification of derivative instruments, including whether such instruments
should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified
in the 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 will account for warrants for shares of the Company’s Class A ordinary shares that are not indexed to its own stock as
liabilities at fair value on the balance sheets in accordance with ASC 815. For derivative financial instruments that are accounted for
as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting
date, with changes in the fair value reported in the condensed statements of operations. The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.
Derivative liabilities are classified in the 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 will account for the conversion features in Working Capital Loans under ASC 815. The conversion features were determined to be
classified as a derivative liability, and the Company has determined that the fair value was immaterial at September 30, 2023 and December
31, 2022.
|
Concentration of Credit Risk |
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution
which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access
to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
|
Fair Value of Financial Instruments |
Fair
Value of Financial Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value
Measurement, (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily
due to their short-term nature.
The
Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that
framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a
liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement
date. The fair value hierarchy established in ASC 820 generally requires entity to maximize the use of observable inputs and minimize
the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use
in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable
inputs reflect the entity’ own assumptions based on market data and the entity’s judgments about the assumptions that market
participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.
Level
1—Assets and liabilities with unadjusted quoted prices listed on active market exchanges. Inputs to the fair value measurement
are observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level
2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying
terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted
intervals.
Level
3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little
or no market data exists for the assets or liabilities.
|
Revisions to Prior Periods’ Financial Statements |
Revisions
to Prior Periods’ Financial Statements
In
the fourth quarter of 2022, the Company identified errors resulting from not recognizing unbilled legal fees incurred during the year
ended December 31, 2021, the three months ended March 31, 2022, the three and six months ended June 30, 2022, and the three and nine
months ended September 30, 2022. Additional legal fees incurred and unbilled were $58,148 and $175,329 during the three and nine months
ended September 30, 2022, respectively. These amounts related to legal services for the search for a business combination and as such
should have been recorded as expense and accrued as liabilities. The errors lead to an understatement of operating expenses on the statements
of operations of $58,148 and $175,329 for the three and nine months ended September 30, 2022, respectively. As of September 30, 2022,
the errors lead to understatement of accounts payable and accrued expenses and understatement of accumulated deficit on the balance sheet
of $852,040. The unbilled legal fees not recognized do not impact the Company’s cash position in the prior periods and have less
than 0.5% impact on the Company’s marketable securities held in Trust Account balance as of the end of the prior period.
The
Company evaluated the materiality of the errors described above from a qualitative and quantitative perspective. Based on such evaluation
taking into account the requirements of SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements
when Quantifying Misstatements in Current Year Financial Statements”, the Company concluded that the correction would not be material
to the financial position or results of operations for the three and nine months ended September 30, 2022, respectively. Accordingly,
the Company has revised the comparative period in the accompanying financial statements as of September 30, 2023 to correct this error.
|
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v3.23.3
Summary of Significant Accounting Policies (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Accounting Policies [Abstract] |
|
Summary of Earnings Per Share, Basic and Diluted |
The
following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for
each class of ordinary shares:
Summary
of Earnings Per Share, Basic and Diluted
| |
For the three months ended September 30, 2023 | | |
For the three months ended September 30, 2022 | | |
For the nine months ended September 30, 2023 | | |
For the nine months ended September 30, 2022 | |
| |
Class A Ordinary Shares | | |
Class B Ordinary Shares | | |
Class A Ordinary Shares | | |
Class B Ordinary Shares | | |
Class A Ordinary Shares | | |
Class B Ordinary Shares | | |
Class A Ordinary Shares | | |
Class B Ordinary Shares | |
Basic and diluted net income per ordinary share | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Numerator: Net income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Allocation of net income, as adjusted | |
$ | 1,607,310 | | |
$ | 401,828 | | |
$ | 2,076,982 | | |
$ | 519,245 | | |
$ | 4,328,446 | | |
$ | 1,082,112 | | |
$ | 6,189,750 | | |
$ | 1,547,438 | |
Denominator: Weighted Average Shares | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average shares outstanding | |
| 21,240,488 | | |
| 5,310,122 | | |
| 21,240,488 | | |
| 5,310,122 | | |
| 21,240,488 | | |
| 5,310,122 | | |
| 21,240,488 | | |
| 5,310,122 | |
Basic and diluted net income per ordinary share | |
$ | 0.08 | | |
$ | 0.08 | | |
$ | 0.10 | | |
$ | 0.10 | | |
$ | 0.20 | | |
$ | 0.20 | | |
$ | 0.29 | | |
$ | 0.29 | |
|
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v3.23.3
Class A Ordinary Shares Subject to Possible Redemption (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Class Ordinary Shares Subject To Possible Redemption |
|
Schedule of Class A Ordinary Shares Subject to Possible Redemption |
The
reconciliation of Class A ordinary shares subject to possible redemption is as follows.
Schedule
of Class A Ordinary Shares Subject to Possible Redemption
Class A Ordinary Shares subject to possible redemption at December 31, 2021 | |
$ | 212,404,880 | |
Plus: | |
| | |
Accretion of Class A Ordinary Shares to redemption value | |
| 3,116,565 | |
Class A Ordinary Shares subject to possible redemption at December 31, 2022 | |
| 215,521,445 | |
Plus: | |
| | |
Accretion of Class A Ordinary Shares to redemption value | |
| 2,304,389, | |
Class A Ordinary Shares subject to possible redemption at March 31, 2023 | |
| 217,825,834 | |
Plus: | |
| | |
Accretion of Class A Ordinary Shares to redemption value | |
| 2,568,625 | |
Class A Ordinary Shares subject to possible redemption at June 30, 2023 | |
$ | 220,394,459 | |
Plus: | |
| | |
Accretion of Class A Ordinary Shares to redemption value | |
| 2,856,383 | |
Class A Ordinary Shares subject to possible redemption at September 30, 2023 | |
$ | 223,250,842 | |
|
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v3.23.3
Fair Value Measurements (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Fair Value Disclosures [Abstract] |
|
Schedule of Assets Measured at Fair Value on a Recurring Basis |
The
following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of 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 Assets Measured at Fair Value on a Recurring Basis
| |
| |
September 30, 2023 | | |
| |
December 31, 2022 | |
Asset: | |
| |
| | | |
| |
| | |
Marketable Securities Held In Trust Account (1) | |
Level 1 | |
$ | 223,250,842 | | |
Level 1 | |
$ | 215,521,445 | |
Liabilities: | |
| |
| | | |
| |
| | |
Private Placement Warrants (2) | |
Level 2 | |
$ | 1,064,021 | | |
Level 2 | |
$ | 386,566 | |
Public Warrants (2) | |
Level 2 | |
$ | 1,559,052 | | |
Level 1 | |
$ | 566,413 | |
(1) | The
fair value of the marketable securities held in Trust Account approximates the carrying amount
primarily due to the short-term nature. |
(2) | Measured
at fair value on a recurring basis. |
|
Schedule of Fair Value Measurement Inputs and Valuation Techniques |
The
key inputs into the Lattice simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement:
Schedule
of Fair Value Measurement Inputs and Valuation Techniques
Input | |
(Initial Measurement) | |
Risk-free interest rate | |
| 1.17 | % |
Expected term (years) | |
| 5.00 | |
Expected volatility | |
| 12.30 | % |
Exercise price | |
$ | 11.50 | |
Fair value of Units | |
$ | 9.78 | |
|
Schedule of Fair Value of Warrant Liabilities |
The
following table presents the changes in the fair value of warrant liabilities for the nine months ended September 30, 2023:
Schedule
of Fair Value of Warrant Liabilities
| |
Private Placement | | |
Public | | |
Warrant Liabilities | |
Fair value as of January 1, 2023 | |
$ | 386,566 | | |
$ | 566,413 | | |
$ | 952,979 | |
Change in fair value | |
| 241,603 | | |
| 354,008 | | |
| 595,611 | |
Fair value as of March 31, 2023 | |
$ | 628,169 | | |
$ | 920,421 | | |
$ | 1,548,590 | |
Change in fair value | |
| 90,843 | | |
| 133,107 | | |
| 223,950 | |
Fair value as of June 30, 2023 | |
$ | 719,012 | | |
$ | 1,053,528 | | |
$ | 1,772,540 | |
Fair value | |
$ | 719,012 | | |
$ | 1,053,528 | | |
$ | 1,772,540 | |
Change in fair value | |
| 345,009 | | |
| 505,524 | | |
| 850,533 | |
Fair value as of September 30, 2023 | |
$ | 1,064,021 | | |
$ | 1,559,052 | | |
$ | 2,623,073 | |
Fair value | |
$ | 1,064,021 | | |
$ | 1,559,052 | | |
$ | 2,623,073 | |
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v3.23.3
Description of Organization, Business Operations and Going Concern (Details Narrative) - USD ($)
|
|
|
|
|
9 Months Ended |
|
Oct. 19, 2023 |
Aug. 30, 2023 |
Nov. 30, 2021 |
Oct. 19, 2021 |
Sep. 30, 2023 |
Dec. 31, 2022 |
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
Consummated the initial public offering (in shares) |
|
|
1,240,488
|
|
|
|
Shares issued, price per share |
|
|
|
|
$ 1.50
|
|
Units price per share |
|
|
$ 1.50
|
$ 10.00
|
$ 0.004
|
|
Gross proceeds |
|
|
$ 248,097
|
$ 200,000,000
|
$ 200,000,000
|
|
Purchased an aggregate |
|
|
|
|
20,000,000
|
|
Offering price |
|
|
|
|
$ 10.00
|
|
Underwriting fees |
|
|
|
4,000,000
|
|
|
Deferred underwriting fees |
|
|
|
7,000,000
|
|
|
Underwriting expense paid |
|
|
|
|
$ 199,999
|
|
Allocation of offering costs and founders shares to warrant expense |
|
|
|
|
631,124
|
|
Fair value in excess of consideration |
|
|
|
|
$ 10,414,655
|
|
Net proceeds |
|
|
|
$ 200,000,000
|
|
|
Price per share |
|
|
|
$ 10.00
|
|
|
Maturity days |
|
|
|
185 days
|
|
|
Private placement warrants |
|
|
165,398
|
|
|
|
Fair market value, percentage |
|
|
|
|
80.00%
|
|
Percentage of outstanding voting securities |
|
|
|
|
50.00%
|
|
Net tangible assets |
|
|
|
|
$ 5,000,001
|
|
Aggregate of public shares, percentage |
|
|
|
|
15.00%
|
|
Trust account per share |
|
|
|
|
$ 10.00
|
|
Dissolution expenses |
|
|
|
|
$ 100,000
|
|
Public per shares |
|
|
|
|
$ 10.00
|
|
Value of trust assets |
|
|
|
|
10.00
|
|
Share price |
|
|
|
|
$ 12.00
|
|
Sponsor Purchase Agreement [Member] |
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
Stock issued during period value issued for services |
|
$ 300,000
|
|
|
|
|
Amended Letter Agreement [Member] |
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
Number of shares retained |
|
2,217,086
|
|
|
|
|
Common Class B [Member] |
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
Consummated the initial public offering (in shares) |
749,810
|
|
|
|
|
|
Stock issued during period, shares, purchase of assets |
|
|
|
|
1,547,727
|
|
Number of shares retained |
|
|
|
|
5,310,122
|
5,310,122
|
Founder Shares [Member] | Sponsor Purchase Agreement [Member] |
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
Stock issued during period shares issued for services |
|
3,093,036
|
|
|
|
|
Common Class A [Member] |
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
Number of shares retained |
5,794,628
|
|
|
|
0
|
0
|
Conversion of stock shares issued |
600,000
|
|
|
|
|
|
Common Class A [Member] | Shareholders [Member] |
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
Number of shares retained |
16,045,860
|
|
|
|
|
|
Proceeds from Sale of Restricted Investments |
$ 169,100,000
|
|
|
|
|
|
Share price |
$ 10.54
|
|
|
|
|
|
Common Class A [Member] | Non Redemption Agreements [Member] |
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
Number of shares non-redeemed |
4,998,734
|
|
|
|
|
|
Institutional Anchor Investors [Member] |
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
Aggregate of private warrants |
|
|
|
|
186,667
|
|
Transfer of warrants interse value |
|
|
|
|
$ 280,000
|
|
Sponsor [Member] | Sponsor Purchase Agreement [Member] |
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
Repayment of note payable |
|
$ 125,000
|
|
|
|
|
IPO [Member] |
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
Consummated the initial public offering (in shares) |
|
|
|
20,000,000
|
|
|
Shares issued, price per share |
|
|
|
$ 0.0001
|
|
|
Stock conversion basis |
|
|
|
one-third
|
|
|
Units price per share |
|
|
|
|
$ 10.00
|
|
Transaction costs amounted |
|
|
|
|
$ 11,929,189
|
|
Underwriting fees |
|
|
|
|
4,000,000
|
|
Deferred underwriting fees |
|
|
|
|
7,000,000
|
|
Other offering costs |
|
|
|
|
929,189
|
|
Allocation of offering costs and founders shares to warrant expense |
|
|
|
|
37,917
|
|
Additional offering costs |
|
|
|
|
$ 676,712
|
|
Private Placement [Member] |
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
Consummated the initial public offering (in shares) |
|
|
|
|
4,666,667
|
|
Units price per share |
|
|
|
|
$ 1.50
|
|
Gross proceeds |
|
|
$ 12,404,880
|
|
$ 7,000,000
|
|
Founder Shares [Member] |
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
Units price per share |
|
|
|
|
$ 0.004
|
|
Over-Allotment Option [Member] |
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
Consummated the initial public offering (in shares) |
|
|
1,240,488
|
|
|
|
Units price per share |
|
|
$ 10.00
|
|
$ 10.00
|
|
Deferred underwriting fees |
|
|
$ 434,171
|
|
|
|
Net proceeds was deposited into the trust account |
|
|
12,404,880
|
|
|
|
Aggregate proceeds held in the Trust Account |
|
|
212,404,880
|
|
|
|
Offering costs |
|
|
$ 682,268
|
|
|
|
Private Placement Warrants [Member] | Sponsor Purchase Agreement [Member] |
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
Stock issued during period shares issued for services |
|
4,645,398
|
|
|
|
|
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v3.23.3
Summary of Earnings Per Share, Basic and Diluted (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 |
$ 1,607,310
|
$ 2,076,982
|
$ 4,328,446
|
$ 6,189,750
|
Basic weighted average shares outstanding |
21,240,488
|
21,240,488
|
21,240,488
|
21,240,488
|
Diluted weighted average shares outstanding |
21,240,488
|
21,240,488
|
21,240,488
|
21,240,488
|
Basic net income per ordinary share |
$ 0.08
|
$ 0.10
|
$ 0.20
|
$ 0.29
|
Diluted net income per ordinary share |
$ 0.08
|
$ 0.10
|
$ 0.20
|
$ 0.29
|
Common Class B [Member] |
|
|
|
|
Allocation of net income, as adjusted |
$ 401,828
|
$ 519,245
|
$ 1,082,112
|
$ 1,547,438
|
Basic weighted average shares outstanding |
5,310,122
|
5,310,122
|
5,310,122
|
5,310,122
|
Diluted weighted average shares outstanding |
5,310,122
|
5,310,122
|
5,310,122
|
5,310,122
|
Basic net income per ordinary share |
$ 0.08
|
$ 0.10
|
$ 0.20
|
$ 0.29
|
Diluted net income per ordinary share |
$ 0.08
|
$ 0.10
|
$ 0.20
|
$ 0.29
|
X |
- DefinitionThe amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.
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v3.23.3
Summary of Significant Accounting Policies (Details Narrative) - USD ($)
|
3 Months Ended |
9 Months Ended |
12 Months Ended |
|
Sep. 30, 2023 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Sep. 30, 2022 |
Jun. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Sep. 06, 2023 |
Operating bank account |
$ 450,980
|
|
|
|
|
$ 450,980
|
|
|
|
Working capital |
|
|
|
|
|
390,085
|
|
|
|
Cash payments |
25,000
|
|
|
|
|
25,000
|
|
|
|
Working capital loans |
|
|
|
|
|
|
|
|
$ 1,500,000
|
Additional drawn |
|
|
|
|
|
500,000
|
|
|
|
Outstanding from Legacy Working Capital Loans |
|
|
|
|
|
125,000
|
|
$ 267,500
|
|
Cash |
450,980
|
|
|
|
|
450,980
|
|
936,434
|
|
Cash equivalents, at carrying value |
0
|
|
|
|
|
0
|
|
0
|
|
Cash held in the trust account |
223,250,842
|
|
|
|
|
223,250,842
|
|
$ 215,521,445
|
|
Temporary equity, accretion to redemption value |
2,856,383
|
$ 2,568,625
|
$ 2,304,389
|
$ 960,443
|
$ 322,279
|
|
|
|
|
Federal depository insurance |
|
|
|
|
|
250,000
|
|
|
|
Operating expenses |
$ 564,934
|
|
|
270,172
|
|
$ 1,176,968
|
$ 809,049
|
|
|
Percentage of impact on investment held in trust account |
|
|
|
|
|
0.50%
|
|
|
|
Revision of Prior Period, Error Correction, Adjustment [Member] | Unbilled Legal Fee Incurred Now Corrected [Member] |
|
|
|
|
|
|
|
|
|
Legal fee incurred and unbilled |
|
|
|
58,148
|
|
|
175,329
|
|
|
Revision of Prior Period, Error Correction, Adjustment [Member] | Error In Understatement Of Formation Costs And Other Operating Expenses Now Corrected [Member] |
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
58,148
|
|
|
175,329
|
|
|
Revision of Prior Period, Error Correction, Adjustment [Member] | Error In Understatement Of Accounts Payable And Accrued Expenses Now Corrected [Member] |
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses, long-term |
|
|
|
852,040
|
|
|
852,040
|
|
|
Common Class A [Member] |
|
|
|
|
|
|
|
|
|
Temporary equity, shares issued |
21,240,488
|
|
|
|
|
21,240,488
|
|
21,240,488
|
|
Temporary equity, accretion to redemption value |
$ 2,856,383
|
$ 2,568,625
|
$ 2,304,389
|
$ 960,443
|
|
$ 7,729,397
|
$ 1,282,772
|
$ 3,116,565
|
|
Founder Shares [Member] |
|
|
|
|
|
|
|
|
|
Stockholders Equity Deficit |
|
|
|
|
|
$ 195,000
|
|
|
|
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v3.23.3
Initial Public Offering (Details Narrative) - USD ($)
|
|
|
9 Months Ended |
|
Nov. 30, 2021 |
Oct. 19, 2021 |
Sep. 30, 2023 |
Mar. 09, 2021 |
Shares, issued |
|
20,000,000
|
|
5,750,000
|
Underwriters shares exercised |
|
23,000,000
|
|
|
Shares purchase price per unit |
|
$ 10.00
|
|
|
Gross proceeds |
|
$ 200,000,000
|
|
|
Incurring offering costs |
|
11,929,189
|
|
|
Underwriting fees |
|
4,000,000
|
|
|
Deferred underwriting fees |
|
7,000,000
|
|
|
Other offering costs |
|
$ 929,189
|
|
|
Common stock, par value |
|
$ 0.0001
|
|
|
Offering shares |
|
20,000,000
|
|
|
Offering price per unit |
|
$ 10.00
|
|
|
Sale of share |
1,240,488
|
|
|
|
Sale of per share |
$ 1.50
|
$ 10.00
|
$ 0.004
|
|
Gross proceeds |
$ 248,097
|
$ 200,000,000
|
$ 200,000,000
|
|
Over-Allotment Option [Member] |
|
|
|
|
Deferred underwriting fees |
434,171
|
|
|
|
Other offering costs |
$ 682,269
|
|
|
|
Sale of share |
1,240,488
|
|
|
|
Sale of per share |
$ 10.00
|
|
$ 10.00
|
|
Net proceeds deposited into the Trust Account |
$ 12,404,880
|
|
|
|
Aggregate proceeds held in the Trust Account |
$ 212,404,880
|
|
|
|
Public Warrant [Member] |
|
|
|
|
Common stock, par value |
|
$ 11.50
|
|
|
Private Placement Warrants [Member] |
|
|
|
|
Sale of share |
165,398
|
|
|
|
Sale of per share |
$ 1.50
|
|
|
|
Gross proceeds |
$ 12,404,880
|
|
|
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v3.23.3
Private Placement (Details Narrative) - USD ($)
|
|
9 Months Ended |
|
Nov. 30, 2021 |
Sep. 30, 2023 |
Oct. 19, 2021 |
Defined Benefit Plan Disclosure [Line Items] |
|
|
|
Sponsor purchased |
|
4,666,667
|
|
Price per warrant |
|
$ 1.50
|
|
Generating total proceeds |
|
$ 7,000,000
|
|
Aggregate amount |
|
186,667
|
|
Sale of share |
1,240,488
|
|
|
Sale of per share |
$ 1.50
|
$ 0.004
|
$ 10.00
|
Over-Allotment Option [Member] |
|
|
|
Defined Benefit Plan Disclosure [Line Items] |
|
|
|
Sponsor purchased |
|
165,398
|
|
Price per warrant |
|
$ 1.50
|
|
Generating total proceeds |
|
$ 12,404,880
|
|
Sale of share |
1,240,488
|
|
|
Sale of per share |
$ 10.00
|
$ 10.00
|
|
Institutional Anchor Investors [Member] |
|
|
|
Defined Benefit Plan Disclosure [Line Items] |
|
|
|
Aggregate amount |
|
$ 280,000
|
|
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v3.23.3
Related Party Transactions (Details Narrative) - USD ($)
|
|
|
|
|
|
3 Months Ended |
9 Months Ended |
12 Months Ended |
|
Oct. 19, 2023 |
Nov. 30, 2021 |
Oct. 19, 2021 |
May 13, 2021 |
Mar. 09, 2021 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Sep. 06, 2023 |
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Aggregate shares issued |
|
|
20,000,000
|
|
5,750,000
|
|
|
|
|
|
|
Purchase price of founder shares |
|
|
|
|
$ 25,000
|
|
|
|
|
|
|
Aggregate of shares transferred |
|
|
|
721,402
|
|
|
|
|
|
|
|
Founder shares subject to forfeiture |
|
|
|
|
|
|
|
750,000
|
|
|
|
Common stock issued and outstanding |
|
|
|
|
|
|
|
20.00%
|
|
|
|
Sale of share |
|
1,240,488
|
|
|
|
|
|
|
|
|
|
Price per unit |
|
|
|
|
|
$ 12.00
|
|
$ 12.00
|
|
|
|
Sale of per share |
|
$ 1.50
|
$ 10.00
|
|
|
$ 0.004
|
|
$ 0.004
|
|
|
|
Aggregate cover expenses |
|
|
|
|
|
|
|
|
|
$ 24,821
|
|
Price per warrant |
|
|
|
|
|
$ 1.50
|
|
$ 1.50
|
|
|
|
Issued of unsecured promissory note |
|
|
|
|
|
|
|
$ 1,000,000
|
|
|
|
Drawing |
|
|
|
|
|
|
|
125,000
|
|
$ 267,500
|
|
Working Capital Loans |
|
|
|
|
|
|
|
|
|
|
$ 1,500,000
|
Committed capital |
|
|
|
|
|
|
|
500,000
|
|
|
|
Drawing |
|
|
|
|
|
|
|
500,000
|
|
|
|
Secretarial and administrative service expenses |
|
|
|
|
|
|
|
10,000
|
|
|
|
Related Party [Member] |
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Aggregate cover expenses |
|
|
|
|
$ 250,000
|
|
|
|
|
|
|
Note payable, related party |
|
|
$ 195,000
|
|
|
|
|
|
|
|
|
Conversion of notes |
|
|
|
|
|
$ 1,000,000
|
|
$ 1,000,000
|
|
|
|
Common Class B [Member] |
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Sale of share |
749,810
|
|
|
|
|
|
|
|
|
|
|
Common Stock, Shares, Issued |
|
|
|
|
|
5,310,122
|
|
5,310,122
|
|
5,310,122
|
|
Common Stock, Shares, Outstanding |
|
|
|
|
|
5,310,122
|
|
5,310,122
|
|
5,310,122
|
|
Common Class A [Member] |
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Common Stock, Shares, Issued |
|
|
|
|
|
0
|
|
0
|
|
0
|
|
Common Stock, Shares, Outstanding |
5,794,628
|
|
|
|
|
0
|
|
0
|
|
0
|
|
Debt conversion price |
|
|
|
|
|
$ 1.50
|
|
$ 1.50
|
|
|
|
Over-Allotment Option [Member] |
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Sale of share |
|
1,240,488
|
|
|
|
|
|
|
|
|
|
Sale of per share |
|
$ 10.00
|
|
|
|
10.00
|
|
10.00
|
|
|
|
IPO [Member] |
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Sale of share |
|
|
20,000,000
|
|
|
|
|
|
|
|
|
Sale of per share |
|
|
|
|
|
10.00
|
|
$ 10.00
|
|
|
|
Price per warrant |
|
|
$ 0.0001
|
|
|
|
|
|
|
|
|
Founder Shares [Member] |
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Aggregate of shares transferred |
|
|
|
|
|
|
|
1,547,727
|
|
|
|
Sale of per share |
|
|
|
|
|
$ 6.73
|
|
$ 6.73
|
|
|
|
Deferred offering costs |
|
|
|
|
|
$ 10,414,655
|
|
$ 10,414,655
|
|
|
|
Statement of operations and transaction costs |
|
|
|
|
|
|
|
$ 352,186
|
|
|
|
Founder Shares [Member] | Common Class B [Member] |
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Shares Forfeited |
|
|
|
|
|
|
|
439,878
|
|
|
|
Common Stock, Shares, Issued |
|
|
|
|
|
5,310,122
|
|
5,310,122
|
|
5,310,122
|
|
Common Stock, Shares, Outstanding |
|
|
|
|
|
5,310,122
|
|
5,310,122
|
|
5,310,122
|
|
Founder Shares [Member] | Over-Allotment Option [Member] |
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Sale of share |
|
1,240,488
|
|
|
|
|
|
|
|
|
|
Founder Shares [Member] | IPO [Member] |
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity deficit |
|
|
|
|
|
|
|
$ 10,062,469
|
|
|
|
Administrative Services Agreement [Member] | Related Party [Member] |
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expense |
|
|
|
|
|
$ 30,000
|
$ 0
|
$ 90,000
|
$ 0
|
|
|
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v3.23.3
Commitments and Contingencies (Details Narrative) - USD ($)
|
|
3 Months Ended |
9 Months Ended |
|
|
Nov. 30, 2021 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Oct. 19, 2021 |
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
Underwriters shares additional units |
|
|
|
3,000,000
|
|
|
|
Sale of share |
1,240,488
|
|
|
|
|
|
|
Sale of per share |
$ 1.50
|
$ 0.004
|
|
$ 0.004
|
|
|
$ 10.00
|
Aggregate gross proceeds |
|
|
|
$ 7,000,000
|
|
|
|
Deferred underwriters fee payable |
|
|
|
|
|
$ 7,434,171
|
|
Gain on settlement of deferred underwriting fees |
|
7,187,357
|
|
7,187,357
|
|
|
|
Gain on settlement of deferred underwriting fees attributable to public warrants |
|
$ 246,814
|
|
$ 246,814
|
|
|
|
Underwriters Agreement [Member] |
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
Sale of per share |
|
$ 10.00
|
|
$ 10.00
|
|
|
|
Aggregate gross proceeds |
|
|
|
$ 12,404,880
|
|
|
|
Underwriting agreement description |
|
|
|
The
underwriters were entitled to a cash underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering, or $4,000,000
(or $4,600,000 if the over-allotment option in exercised in full). In addition, the underwriters were entitled to a deferred fee of three
and half percent (3.50%) of the gross proceeds of the Initial Public Offering, or $7,000,000 (or $8,050,000 if the over-allotment option
in exercised in full).
|
|
|
|
Underwriters Agreement [Member] | Financial Advisory Agreement [Member] |
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
Amount of success fees on acquisition |
|
$ 50,000
|
|
$ 50,000
|
|
$ 1,250,000
|
|
Over-Allotment Option [Member] |
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
Sale of share |
1,240,488
|
|
|
|
|
|
|
Sale of per share |
$ 10.00
|
$ 10.00
|
|
$ 10.00
|
|
|
|
Aggregate gross proceeds |
|
|
|
$ 12,404,880
|
|
|
|
Over-Allotment Option [Member] | Underwriters Agreement [Member] |
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
Sale of share |
1,240,488
|
|
|
|
|
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v3.23.3
Warrant Liability (Details Narrative)
|
9 Months Ended |
Sep. 30, 2023
shares
|
Subsidiary, Sale of Stock [Line Items] |
|
Public warrants |
6,666,667
|
Private placement warrants |
4,666,667
|
Warrants expire years |
5 years
|
Total equity proceeds |
60.00%
|
Business Combination [Member] |
|
Subsidiary, Sale of Stock [Line Items] |
|
Description of business combination |
the volume
weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior
to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20
per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market
Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent)
to be equal to 180% of the greater of the Market Value and the Newly Issued Price.
|
Common Class A [Member] |
|
Subsidiary, Sale of Stock [Line Items] |
|
Redemption of warrant, description |
Redemption
of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the Warrants become exercisable, the Company may
redeem the Warrants for redemption:●in whole and not in part;●at $0.10 per warrant upon a minimum of 30 days’ prior
written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and
receive the number of shares determined by reference to the table set forth under “Description of Securities—Warrants—Public
Shareholders’ Warrants” based on the redemption date and the “fair market value” of Class A ordinary shares (as
defined below);●if, and only if, the Reference Value (as defined above under “Redemption of warrants when the price per Class
A ordinary share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like); and●if the Reference Value is less than $18.00 per share (as adjusted for share
sub-divisions, share capitalizations, reorganizations, recapitalizations and the like), the private placement warrants must also concurrently
be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise
its warrants) as the outstanding public warrants, as described above.
|
Effective issue price |
9.20
|
IPO [Member] |
|
Subsidiary, Sale of Stock [Line Items] |
|
Warrants issued |
11,912,228
|
Over-Allotment Option [Member] |
|
Subsidiary, Sale of Stock [Line Items] |
|
Public warrants |
413,496
|
Private placement warrants |
165,398
|
Warrant [Member] | Common Class A [Member] |
|
Subsidiary, Sale of Stock [Line Items] |
|
Redemption of warrant, description |
Redemption
of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may
redeem the Warrants for redemption:●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, which is referred to as the 30-day redemption period; and●if, and only if,
the closing price of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day
prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”)
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v3.23.3
Schedule of Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($)
|
3 Months Ended |
9 Months Ended |
12 Months Ended |
Sep. 30, 2023 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Sep. 30, 2022 |
Jun. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Class A Ordinary Shares subject to possible redemption, balance outstandings |
|
|
$ 215,521,445
|
|
|
$ 215,521,445
|
|
|
Accretion of Class A Ordinary Shares to redemption value |
$ 2,856,383
|
$ 2,568,625
|
2,304,389
|
$ 960,443
|
$ 322,279
|
|
|
|
Class A Ordinary Shares subject to possible redemption, balance outstandings |
223,250,842
|
|
|
|
|
223,250,842
|
|
$ 215,521,445
|
Common Class A [Member] |
|
|
|
|
|
|
|
|
Class A Ordinary Shares subject to possible redemption, balance outstandings |
220,394,459
|
217,825,834
|
215,521,445
|
|
|
215,521,445
|
$ 212,404,880
|
212,404,880
|
Accretion of Class A Ordinary Shares to redemption value |
2,856,383
|
2,568,625
|
2,304,389
|
$ 960,443
|
|
7,729,397
|
$ 1,282,772
|
3,116,565
|
Class A Ordinary Shares subject to possible redemption, balance outstandings |
$ 223,250,842
|
$ 220,394,459
|
$ 217,825,834
|
|
|
$ 223,250,842
|
|
$ 215,521,445
|
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v3.23.3
Class A Ordinary Shares Subject to Possible Redemption (Details Narrative) - $ / shares
|
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Oct. 19, 2021 |
Common stock, par value |
|
|
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|
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|
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200,000,000
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200,000,000
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21,240,488
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v3.23.3
Shareholders’ Deficit (Details Narrative) - $ / shares
|
9 Months Ended |
12 Months Ended |
|
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Oct. 19, 2023 |
Oct. 19, 2021 |
Class of Stock [Line Items] |
|
|
|
|
Preferred stock, authorized |
1,000,000
|
1,000,000
|
|
|
Preferred stock, par value |
$ 0.0001
|
$ 0.0001
|
|
|
Preferred stock, shares issued |
0
|
0
|
|
|
Preferred stock, shares outstanding |
0
|
0
|
|
|
Common stock, par value |
|
|
|
$ 0.0001
|
Common stock issued and outstanding |
20.00%
|
|
|
|
Common Class A [Member] |
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
Common stock, shares authorized |
200,000,000
|
200,000,000
|
|
|
Common stock, par value |
$ 0.0001
|
$ 0.0001
|
|
|
Common stock, voting rights |
Holders of the Company’s ordinary shares are entitled to one vote for each share
|
Holders of the Company’s ordinary shares are entitled to one vote for each share
|
|
|
Temporary equity, shares issued |
21,240,488
|
21,240,488
|
|
|
Temporary equity, shares outstanding |
21,240,488
|
21,240,488
|
|
|
Common stock, shares, original issued |
20,000,000
|
|
|
|
Common stock, shares, additional issued |
1,240,488
|
|
|
|
Common stock, shares issued |
0
|
0
|
|
|
Common stock, shares, outstanding |
0
|
0
|
5,794,628
|
|
Common Class B [Member] |
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
Common stock, shares authorized |
20,000,000
|
20,000,000
|
|
|
Common stock, par value |
$ 0.0001
|
$ 0.0001
|
|
|
Common stock, voting rights |
Holders
of the Company’s ordinary shares are entitled to one vote for each share
|
Holders
of the Company’s ordinary shares are entitled to one vote for each share
|
|
|
Common stock, shares, original issued |
5,750,000
|
|
|
|
Common stock, shares issued |
5,310,122
|
5,310,122
|
|
|
Common stock, shares, outstanding |
5,310,122
|
5,310,122
|
|
|
Common stock, shares, forfeited issued |
439,878
|
|
|
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v3.23.3
Schedule of Assets Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Fair Value, Inputs, Level 1 [Member] |
|
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
|
Marketable Securities Held In Trust Account |
[1] |
$ 223,250,842
|
$ 215,521,445
|
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member] |
|
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
|
Public Warrants |
[2] |
1,064,021
|
386,566
|
Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member] |
|
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
|
Public Warrants |
[2] |
$ 1,559,052
|
$ 566,413
|
|
|
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Schedule of Fair Value of Warrant Liabilities (Details) - USD ($)
|
3 Months Ended |
Sep. 30, 2023 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Private Placement [Member] |
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
Fair value |
$ 719,012
|
$ 628,169
|
$ 386,566
|
Change in fair value |
345,009
|
90,843
|
241,603
|
Fair value |
1,064,021
|
719,012
|
628,169
|
Public [Member] |
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
Fair value |
1,053,528
|
920,421
|
566,413
|
Change in fair value |
505,524
|
133,107
|
354,008
|
Fair value |
1,559,052
|
1,053,528
|
920,421
|
Warrant Liabilities [Member] |
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
Fair value |
1,772,540
|
1,548,590
|
952,979
|
Change in fair value |
850,533
|
223,950
|
595,611
|
Fair value |
$ 2,623,073
|
$ 1,772,540
|
$ 1,548,590
|
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v3.23.3
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Millions |
Oct. 19, 2023 |
Oct. 19, 2023 |
Sep. 30, 2023 |
Dec. 31, 2022 |
Common Class B [Member] |
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
Common stock, shares, outstanding |
|
|
5,310,122
|
5,310,122
|
Common Class A [Member] |
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
Common stock, shares, outstanding |
5,794,628
|
5,794,628
|
0
|
0
|
Subsequent Event [Member] |
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
Proceeds from the trust account |
|
$ 169.1
|
|
|
Redemption price per share |
|
$ 10.54
|
|
|
Conversion of stock, shares |
|
600,000
|
|
|
Conversion of stock, description |
|
Founder Shares on a one-for-one basis into Class A ordinary shares
|
|
|
Subsequent Event [Member] | Common Class A [Member] |
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
Shareholders exercised their right to redeem, shares |
16,045,860
|
16,045,860
|
|
|
Common stock, shares, outstanding |
5,794,628
|
5,794,628
|
|
|
Subsequent Event [Member] | Non Redemption Agreements [Member] | Common Class B [Member] |
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
Number of shares agreed to transfer for not to redeem shares |
749,810
|
|
|
|
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