falseQ20001865975--12-31TX 0001865975 2023-01-01 2023-06-30 0001865975 2022-12-31 0001865975 2023-06-30 0001865975 2023-04-01 2023-06-30 0001865975 2022-01-01 2022-06-30 0001865975 2022-04-01 2022-06-30 0001865975 2021-08-16 2021-08-16 0001865975 2023-01-01 2023-03-31 0001865975 2022-01-01 2022-03-31 0001865975 2021-12-31 0001865975 2023-03-31 0001865975 2022-03-31 0001865975 2022-06-30 0001865975 us-gaap:MeasurementInputPriceVolatilityMember 2023-06-30 0001865975 us-gaap:MeasurementInputExercisePriceMember 2023-06-30 0001865975 us-gaap:MeasurementInputRiskFreeInterestRateMember 2023-06-30 0001865975 us-gaap:WarrantMember us-gaap:FairValueMeasurementsRecurringMember 2023-06-30 0001865975 us-gaap:FairValueMeasurementsRecurringMember aftru:PrivatePlacementWarrantsMember 2023-06-30 0001865975 us-gaap:FairValueMeasurementsRecurringMember 2023-06-30 0001865975 us-gaap:FairValueInputsLevel1Member us-gaap:WarrantMember us-gaap:FairValueMeasurementsRecurringMember 2023-06-30 0001865975 us-gaap:FairValueInputsLevel2Member aftru:PrivatePlacementWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2023-06-30 0001865975 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2023-06-30 0001865975 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2023-06-30 0001865975 us-gaap:CommonClassAMember 2023-06-30 0001865975 aftru:CommonClassFMember 2023-06-30 0001865975 us-gaap:FairValueInputsLevel3Member 2023-06-30 0001865975 aftru:ClassAOrdinarySharesMember 2023-06-30 0001865975 aftru:AfterNextHealthTechSponsorSeriesLimitedLiabilityCompanyMember aftru:CommonClassFMember 2023-06-30 0001865975 us-gaap:AccountingStandardsUpdate202006Member 2023-06-30 0001865975 aftru:PrivatePlacementWarrantsMember 2023-06-30 0001865975 srt:MinimumMember 2023-06-30 0001865975 us-gaap:MeasurementInputPriceVolatilityMember 2022-12-31 0001865975 us-gaap:MeasurementInputRiskFreeInterestRateMember 2022-12-31 0001865975 us-gaap:MeasurementInputExercisePriceMember 2022-12-31 0001865975 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001865975 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001865975 us-gaap:WarrantMember us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001865975 us-gaap:FairValueMeasurementsRecurringMember aftru:PrivatePlacementWarrantsMember 2022-12-31 0001865975 us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001865975 us-gaap:WarrantMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001865975 us-gaap:FairValueMeasurementsRecurringMember aftru:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member 2022-12-31 0001865975 us-gaap:FairValueInputsLevel3Member 2022-12-31 0001865975 us-gaap:MeasurementInputExpectedTermMember 2022-12-31 0001865975 aftru:CommonClassFMember 2022-12-31 0001865975 us-gaap:CommonClassAMember 2022-12-31 0001865975 us-gaap:CommonClassAMember 2023-04-01 2023-06-30 0001865975 aftru:CommonClassFMember 2023-04-01 2023-06-30 0001865975 aftru:ClassAOrdinarySharesMember 2023-04-01 2023-06-30 0001865975 aftru:ClassFOrdinarySharesMember 2023-04-01 2023-06-30 0001865975 us-gaap:WarrantMember 2023-04-01 2023-06-30 0001865975 aftru:PrivatePlacementWarrantsMember 2023-04-01 2023-06-30 0001865975 us-gaap:RetainedEarningsMember 2023-04-01 2023-06-30 0001865975 aftru:AfterNextHealthTechSponsorSeriesLimitedLiabilityCompanyMember 2023-04-01 2023-06-30 0001865975 aftru:CommonClassFMember 2022-04-01 2022-06-30 0001865975 us-gaap:CommonClassAMember 2022-04-01 2022-06-30 0001865975 aftru:ClassAOrdinarySharesMember 2022-04-01 2022-06-30 0001865975 aftru:ClassFOrdinarySharesMember 2022-04-01 2022-06-30 0001865975 us-gaap:WarrantMember 2022-04-01 2022-06-30 0001865975 aftru:PrivatePlacementWarrantsMember 2022-04-01 2022-06-30 0001865975 us-gaap:RetainedEarningsMember 2022-04-01 2022-06-30 0001865975 aftru:AfterNextHealthTechSponsorSeriesLimitedLiabilityCompanyMember 2022-04-01 2022-06-30 0001865975 us-gaap:CommonClassAMember 2023-01-01 2023-06-30 0001865975 aftru:CommonClassFMember 2023-01-01 2023-06-30 0001865975 aftru:ClassAOrdinarySharesMember 2023-01-01 2023-06-30 0001865975 aftru:ClassFOrdinarySharesMember 2023-01-01 2023-06-30 0001865975 us-gaap:WarrantMember 2023-01-01 2023-06-30 0001865975 aftru:PrivatePlacementWarrantsMember 2023-01-01 2023-06-30 0001865975 srt:MinimumMember 2023-01-01 2023-06-30 0001865975 aftru:AfterNextHealthTechSponsorSeriesLimitedLiabilityCompanyMember 2023-01-01 2023-06-30 0001865975 srt:MaximumMember 2023-01-01 2023-06-30 0001865975 us-gaap:WarrantMember 2023-01-01 2023-06-30 0001865975 aftru:ClassAOrdinarySharesAndOneThirdOfOneRedeemableWarrantMember 2023-01-01 2023-06-30 0001865975 aftru:CommonClassFMember 2022-01-01 2022-06-30 0001865975 us-gaap:CommonClassAMember 2022-01-01 2022-06-30 0001865975 aftru:ClassAOrdinarySharesMember 2022-01-01 2022-06-30 0001865975 aftru:ClassFOrdinarySharesMember 2022-01-01 2022-06-30 0001865975 us-gaap:WarrantMember 2022-01-01 2022-06-30 0001865975 aftru:PrivatePlacementWarrantsMember 2022-01-01 2022-06-30 0001865975 aftru:AfterNextHealthTechSponsorSeriesLimitedLiabilityCompanyMember 2022-01-01 2022-06-30 0001865975 aftru:AfterNextHealthTechSponsorSeriesLimitedLiabilityCompanyMember aftru:CommonClassFMember 2021-05-03 2021-05-03 0001865975 aftru:CommonClassFMember 2021-05-03 2021-05-03 0001865975 aftru:AfterNextHealthTechSponsorSeriesLimitedLiabilityCompanyMember aftru:CommonClassFMember 2021-05-03 0001865975 aftru:AfterNextHealthTechSponsorSeriesLimitedLiabilityCompanyMember 2021-05-03 0001865975 us-gaap:CommonClassAMember 2021-08-16 2021-08-16 0001865975 us-gaap:IPOMember 2021-08-16 2021-08-16 0001865975 aftru:AfterNextHealthTechSponsorSeriesLimitedLiabilityCompanyMember aftru:PrivatePlacementWarrantsMember 2021-08-16 2021-08-16 0001865975 aftru:PrivatePlacementWarrantsMember us-gaap:CommonClassAMember aftru:AfterNextHealthTechSponsorSeriesLimitedLiabilityCompanyMember 2021-08-16 0001865975 us-gaap:PrivatePlacementMember 2021-08-16 0001865975 us-gaap:IPOMember 2021-08-16 0001865975 aftru:AfterNextHealthTechSponsorSeriesLimitedLiabilityCompanyMember aftru:PrivatePlacementWarrantsMember 2021-08-16 0001865975 us-gaap:RetainedEarningsMember 2023-01-01 2023-03-31 0001865975 aftru:CommonClassFMember aftru:AfterNextHealthTechSponsorSeriesLimitedLiabilityCompanyMember 2021-08-06 2021-08-06 0001865975 us-gaap:IPOMember aftru:AfterNextHealthTechSponsorSeriesLimitedLiabilityCompanyMember 2021-08-06 2021-08-06 0001865975 aftru:AfterNextHealthTechSponsorSeriesLimitedLiabilityCompanyMember 2021-08-06 2021-08-06 0001865975 aftru:AfterNextHealthTechSponsorSeriesLimitedLiabilityCompanyMember aftru:CommonClassFMember 2021-08-06 0001865975 aftru:AfterNextHealthTechSponsorSeriesLimitedLiabilityCompanyMember us-gaap:CommonClassAMember srt:MinimumMember 2021-08-06 0001865975 aftru:AfterNextHealthTechSponsorSeriesLimitedLiabilityCompanyMember aftru:NonInterestBearingUSBasedTrustAccountMember 2021-08-06 0001865975 us-gaap:OverAllotmentOptionMember aftru:CommonClassFMember aftru:AfterNextHealthTechSponsorSeriesLimitedLiabilityCompanyMember 2021-09-25 2021-09-25 0001865975 aftru:AfterNextHealthTechSponsorSeriesLimitedLiabilityCompanyMember 2021-11-05 2021-11-05 0001865975 aftru:AfterNextHealthTechSponsorSeriesLimitedLiabilityCompanyMember 2021-11-02 0001865975 us-gaap:RetainedEarningsMember 2022-01-01 2022-03-31 0001865975 us-gaap:FairValueInputsLevel3Member 2022-06-30 0001865975 aftru:ClassAOrdinarySharesMember 2022-06-30 0001865975 aftru:AfterNextHealthTechSponsorSeriesLimitedLiabilityCompanyMember 2021-08-19 2021-08-19 0001865975 aftru:AfterNextHealthTechSponsorSeriesLimitedLiabilityCompanyMember 2021-11-02 2021-11-02 0001865975 us-gaap:IPOMember us-gaap:CommonClassAMember 2021-04-01 2023-06-30 0001865975 aftru:CommonClassFMember 2023-07-21 0001865975 us-gaap:CommonClassAMember 2023-07-21 0001865975 us-gaap:WarrantMember 2023-03-31 0001865975 aftru:PrivatePlacementWarrantsMember 2023-03-31 0001865975 us-gaap:WarrantMember 2023-06-30 0001865975 aftru:PrivatePlacementWarrantsMember 2023-06-30 0001865975 aftru:CommonClassFMember us-gaap:CommonStockMember 2023-06-30 0001865975 us-gaap:RetainedEarningsMember 2023-06-30 0001865975 us-gaap:WarrantMember 2022-03-31 0001865975 aftru:PrivatePlacementWarrantsMember 2022-03-31 0001865975 us-gaap:WarrantMember 2022-06-30 0001865975 aftru:PrivatePlacementWarrantsMember 2022-06-30 0001865975 aftru:CommonClassFMember us-gaap:CommonStockMember 2022-06-30 0001865975 us-gaap:RetainedEarningsMember 2022-06-30 0001865975 us-gaap:WarrantMember 2022-12-31 0001865975 aftru:PrivatePlacementWarrantsMember 2022-12-31 0001865975 us-gaap:WarrantMember 2021-12-31 0001865975 aftru:PrivatePlacementWarrantsMember 2021-12-31 0001865975 us-gaap:RetainedEarningsMember 2022-12-31 0001865975 aftru:CommonClassFMember us-gaap:CommonStockMember 2022-12-31 0001865975 aftru:CommonClassFMember us-gaap:CommonStockMember 2023-03-31 0001865975 us-gaap:RetainedEarningsMember 2023-03-31 0001865975 us-gaap:RetainedEarningsMember 2021-12-31 0001865975 us-gaap:CommonStockMember aftru:CommonClassFMember 2021-12-31 0001865975 us-gaap:CommonStockMember aftru:CommonClassFMember 2022-03-31 0001865975 us-gaap:RetainedEarningsMember 2022-03-31 iso4217:USD xbrli:shares xbrli:pure utr:Year utr:Day iso4217:USD xbrli:shares
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
FORM
10-Q
 
 
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
June 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:
001-40737
 
 
AfterNext HealthTech Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
 
 
 
Cayman Islands
  
98-1595329
(State or other jurisdiction of
incorporation or organization)
  
(I.R.S. Employer
Identification No.)
   
301 Commerce Street, Suite 3300
Fort Worth, TX
  
76102
(Address of principal executive offices)
  
(Zip Code)
Registrant’s telephone number, including area code: (212)
405-8458
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Units, each consisting of one Class A ordinary
share and one-third of one redeemable warrant.
   
AFTR.U
  
The New York Stock Exchange
Class A ordinary shares, par value $0.0001 per
share
   
AFTR
  
The New York Stock Exchange
Redeemable warrants, each whole warrant
exercisable for one Class A ordinary share at an
exercise price of $11.50 per share
   
AFTR.WS
  
The New York Stock Exchange
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
 
Large accelerated filer   ☐    Accelerated filer   ☐
       
Non-accelerated filer   ☒    Smaller reporting company   ☒
       
         Emerging growth company   ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act).    Yes  ☒    No  ☐
At July 21, 2023, there were
 
25,000,000
Class A ordinary shares, $0.0001 par value per share, and
6,250,000
Class F ordinary shares, $0.0001 par value per share, issued and outstanding.
 
 
 
 

4.04P5Y1M6D
Table of Contents
 
        
Page
  
PART I.
        2  
Item 1.
   Financial Statements      2  
  Condensed Balance Sheets (unaudited)      2  
  Condensed Statements of Operations (unaudited)      3  
  Condensed Statements of Changes in Shareholders’ Deficit (unaudited)      4  
  Condensed Statements of Cash Flows (unaudited)      5  
  Notes to Condensed Financial Statements (unaudited)      6  
Item 2.
   Management’s Discussion and Analysis of Financial Condition and Results of Operations      16  
Item 3.
   Quantitative and Qualitative Disclosures About Market Risk      19  
Item 4.
   Controls and Procedures      19  
PART II.
        20  
Item 1.
   Legal Proceedings      20  
Item 1A.
   Risk Factors      20  
Item 2.
   Unregistered Sales of Equity Securities and Use of Proceeds      20  
Item 3.
   Defaults Upon Senior Securities      20  
Item 4.
   Mine Safety Disclosures      20  
Item 5.
   Other Information      20  
Item 6.
   Exhibits      21  
     22  
 
1
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
AfterNext HealthTech Acquisition Corp.
Condensed Balance Sheets
(unaudited)
 
 
  
June 30, 2023
 
 
December 31, 2022
 
Assets
  
 
Current assets:
  
 
Cash
    $
21,183
  
$ 678,163  
Prepaid expenses
     
125,615
  
  311,265  
    
 
 
  
 
 
  
Total current assets
     
146,798
  
  989,428  
Investments held in Trust Account
     
259,370,188
  
  253,635,404  
    
 
 
  
 
 
  
Total assets
    $
259,516,986
  
$ 254,624,832  
    
 
 
  
 
 
  
Liabilities and shareholders’ deficit
         
     
Current liabilities:
         
     
Accrued professional fees and
other
expenses
    $
36,415
  
$ 154,960  
Note payable to Sponsor
      2,000,000  
  2,000,000  
Derivative liabilities
     
1,170,000
  
  1,040,000  
Deferred underwriting compensation
      8,750,000  
  8,750,000  
    
 
 
  
 
 
  
Total current liabilities
      11,956,415  
  11,944,960  
    
 
 
  
 
 
  
Total liabilities
      11,956,415  
  11,944,960  
Commitments and contingencies
         
     
Class A ordinary shares subject to possible redemption; 25,000,000 shares as of June 30, 2023 and December 31,
2022 at a redemption value of $
10.37 
and $10.15 per share, respectively
     
259,370,188
  
  253,635,404  
Shareholders’ deficit:
         
     
Preferred shares, $0.0001 par value; 5,000,000 shares authorized, none issued or outstanding as of
June 30, 2023 and December 31, 2022
      —    
  —    
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized, none issued or outstanding
(excluding 25,000,000 shares subject to possible redemption) as of June 30, 2023 and December 31,
2022
      —    
  —    
Class F ordinary shares, $0.0001 par value; 50,000,000 shares authorized, 6,250,000 shares issued and
outstanding at June 30, 2023 and December 31, 2022
      625  
  625  
Additional
paid-in
capital
      —    
  —    
Accumulated deficit
     
(11,810,242
)
 
  (10,956,157 ) 
    
 
 
  
 
 
  
Total shareholders’ deficit
      (11,809,617 )
  (10,955,532 ) 
    
 
 
  
 
 
  
Total liabilities and shareholders’ deficit
    $ 259,516,986  
$ 254,624,832  
    
 
 
  
 
 
  
The accompanying notes are an integral part of these condensed financial statements.
 
2
AfterNext HealthTech Acquisition Corp.
Condensed Statements of Operations
(unaudited)
 
 
  
For the Three
Months Ended
June 30, 2023
 
 
For the Three
Months Ended
June 30, 2022
 
 
For the Six
Months Ended
June 30, 2023
 
 
For the Six
Months Ended
June 30, 2022
 
Revenue
    $ —    
$ —       $ —    
$ —    
Professional fees and other expenses
     
333,877
  
  343,340      
724,085
  
  761,873  
Change in fair value of derivatives
     
(1,040,000
)
 
  (2,990,000 )     
130,000
  
  (6,630,000 ) 
    
 
 
  
 
 
    
 
 
  
 
 
  
Income (loss) from operations
     
706,123
  
  2,646,660      
(854,085
)
 
  5,868,127  
Interest income
     
3,022,875
  
  346,962      
5,734,784
  
  346,962  
    
 
 
  
 
 
    
 
 
  
 
 
  
Net income attributable to ordinary shares
    $
3,728,998
  
$ 2,993,622     $
4,880,699
  
$ 6,215,089  
    
 
 
  
 
 
    
 
 
  
 
 
  
Net income (loss) per ordinary share:
         
             
     
Class A ordinary shares – basic and diluted
    $ 0.12  
$ 0.10     $ 0.16  
$ 0.20  
    
 
 
  
 
 
    
 
 
  
 
 
  
Class F ordinary shares – basic and diluted
    $ (0.36
)
 
$ 0.04     $ (0.76
)
 
$ 0.14  
    
 
 
  
 
 
    
 
 
  
 
 
  
Weighted average ordinary shares outstanding:
         
             
     
Class A ordinary shares – basic and diluted
      25,000,000  
  25,000,000       25,000,000  
  25,000,000  
    
 
 
  
 
 
    
 
 
  
 
 
  
Class F ordinary shares – basic and diluted
      6,250,000  
  6,250,000       6,250,000  
  6,250,000  
    
 
 
  
 
 
    
 
 
  
 
 
  
The accompanying notes are an integral part of these condensed financial statements.
 
3
AfterNext HealthTech Acquisition Corp.
Condensed Statements of Changes in Shareholders’ Deficit
(unaudited)
 
 
  
Preferred Shares
 
  
Class A Ordinary
Shares
 
  
Class F Ordinary
Shares
 
  
Additional

Paid-In

Capital
 
  
Accumulated

Deficit
 
 
Shareholders’

Deficit
 
 
  
Shares
 
  
Amount
 
  
Shares
 
  
Amount
 
  
Shares
 
  
Amount
 
Balance at December 31, 2021
      —        $ —          —        $ —          6,250,000      $ 625      $ —        $ (17,548,020 )    $ (17,547,395 ) 
Net income attributable to ordinary shares
      —          —          —          —          —          —          —          3,221,467       3,221,467  
    
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
Balance at March 31, 2022
      —        $ —          —        $ —          6,250,000      $ 625      $ —        $ (14,326,553 )    $ (14,325,928 ) 
    
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
Adjustment to increase Class A ordinary
shares subject to possible redemption to
maximum redemption value as of June 30,
2022
      —          —          —          —          —          —          —          (346,962 )      (346,962 ) 
Net income attributable to ordinary shares
      —          —          —          —          —          —          —          2,993,622       2,993,622  
    
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
Balance at June 30, 2022
      —        $ —          —        $ —          6,250,000      $ 625      $ —        $ (11,679,893 )    $ (11,679,268 ) 
    
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
 
 
  
Preferred Shares
 
  
Class A Ordinary
Shares
 
  
Class F Ordinary
Shares
 
  
Additional

Paid-In

Capital
 
  
Accumulated

Deficit
 
 
Shareholders’

Deficit
 
 
  
Shares
 
  
Amount
 
  
Shares
 
  
Amount
 
  
Shares
 
  
Amount
 
Balance at December 31, 2022
      —        $ —          —        $ —          6,250,000      $ 625      $ —        $ (10,956,157 )    $ (10,955,532 ) 
Adjustment to increase Class A ordinary
shares subject to possible redemption to
maximum redemption value as of
March 31, 2023
      —          —          —          —          —          —          —          (2,711,909 )      (2,711,909 ) 
Net income attributable to ordinary shares
      —          —          —          —          —          —          —          1,151,701       1,151,701  
    
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
Balance at March 31, 2023
      —        $ —          —        $ —          6,250,000      $ 625      $ —        $ (12,516,365 )    $ (12,515,740 ) 
    
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
Adjustment to increase Class A ordinary
shares subject to possible redemption to
maximum redemption value as of June 30,
2023
      —          —          —          —          —          —          —          (3,022,875 )      (3,022,875 ) 
Net income attributable to ordinary shares
      —          —          —          —          —          —          —          3,728,998       3,728,998  
    
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
Balance at June 30, 2023
      —        $ —          —        $ —          6,250,000      $ 625      $ —        $ (11,810,242 )    $ (11,809,617 ) 
    
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
The accompanying notes are an integral part of these condensed financial statements.
 
4
AfterNext HealthTech Acquisition Corp.
Condensed Statements of Cash Flows
(unaudited)
 
 
  
For the Six
Months Ended
June 30, 2023
 
 
For the Six
Months Ended
June 30, 2022
 
Cash flows from operating activities:
  
 
Net income attributable to ordinary shares
    $ 4,880,699  
$ 6,215,089  
Changes in operating assets and liabilities:
         
     
Prepaid expenses
      185,650  
  169,367  
Change in fair value of derivative liabilities
      130,000
  (6,630,000 ) 
Accrued professional fees and other expenses
      (118,545 )
  20,636  
Interest on investments held in Trust Account
      (5,734,784 )
  (346,962 )
    
 
 
  
 
 
  
Net cash used in operating activities
      (656,980 )
  (571,870 ) 
    
 
 
  
 
 
  
Net change in cash
      (656,980 )
  (571,870 ) 
    
 
 
  
 
 
  
Cash at beginning of period
      678,163  
  1,738,011  
    
 
 
  
 
 
  
Cash at end of period
    $ 21,183  
$ 1,166,141  
    
 
 
  
 
 
  
The accompanying notes are an integral part of these condensed financial statements.
 
5
AfterNext HealthTech Acquisition Corp.
Notes to Condensed Financial Statements
(unaudited)
1. Organization and Business Operations
Organization and General
AfterNext HealthTech Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on April 12, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).
The Company was formed on April 12, 2021 and as of that date had not commenced operations. On May 3, 2021, the Company was funded with $25,000 for which it issued Founder Shares (as defined below). All activity for the period from April 12, 2021 (“Inception”) through June 30, 2023 relates to the Company’s formation, its initial public offering (“Public Offering”), which closed on August 16, 2021 (the “Close Date”), and the identification and evaluation of potential acquisition targets for a Business Combination. The Company will not generate operating revenues prior to the completion of the Business Combination and will generate
non-operating
income in the form of interest income on Permitted Investments (as defined below) from the proceeds derived from the Public Offering.
Going Concern
If the Company does not complete an initial Business Combination within 24 months from the Close Date, the Company will (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem all of the Class A ordinary shares issued in the Public Offering at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account with Continental Stock Transfer and Trust Company acting as trustee (the “Trust Account”), including interest, net of taxes (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish the shareholder rights of owners of Class A ordinary shares (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 board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution, including Trust Account assets, will be less than the initial public offering price in the Public Offering. If a Business Combination is not completed within 24 months from the Close Date, the Company does not have sufficient cash flows to satisfy obligations to creditors upon liquidation and therefore, substantial doubt exists about the Company’s ability to continue as a going concern.
The accompanying condensed financial statements have been prepared on a going concern basis and do not include any adjustments that might arise as a result of uncertainties about the Company’s ability to continue as a going concern.
Sponsor
The Company’s sponsor is AfterNext HealthTech Sponsor, Series LLC, a Delaware series limited liability company (the “Sponsor”). On May 3, 2021, the Sponsor purchased an aggregate of 20,000,000 Class F ordinary shares (“Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.001 per share. Prior to the Sponsor’s initial investment in the Company of $25,000, the Company had no assets. The purchase price per share of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the Sponsor by the number of Founder Shares issued by the Company.
Public Offering
The Company intends to finance a Business Combination with proceeds from its Public Offering of units (“Units”) at a price of $10.00 per Unit, each consisting of one Class A ordinary share, $0.0001 par value, of the Company (“Class A ordinary shares”) and one third of one redeemable warrant, and proceeds from the sale of private placement warrants at a price of $1.50 per warrant (“Private Placement Warrants”).
 
6
The Trust Account
Gross proceeds of $250,000,000 and $7,000,000 from the Public Offering and the sale of the Private Placement Warrants, respectively, less underwriting discounts of $5,000,000; and funds of $2,000,000 designated to pay the Company’s accrued formation and offering costs, ongoing administrative and acquisition search costs, plus repay notes payable of $750,000 to the Sponsor at the Close Date, were placed in the Trust Account at the Close Date. One April 6, 2022, the funds in the Trust Account were invested in specified U.S. government treasury bills with a maturity of 180 days and less or in money market funds meeting certain conditions under Rule
2a-7
under the Investment Company Act which invest only in direct U.S. government treasury obligations (collectively “Permitted Investments”).
Funds will remain in the Trust Account except for the withdrawal of interest earned on the funds that may be released to the Company to pay taxes and up to $100,000 of any dissolution expenses. The proceeds from the Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the Business Combination within 24 months from the close of the Public Offering and (iii) the redemption of all of the Company’s Public Shares if it is unable to complete the Business Combination within 24 months from the close of the Public Offering, subject to applicable law.
The remaining proceeds outside the Trust Account may be used to pay business, legal and accounting due diligence on prospective acquisitions, listing fees and continuing general and administrative expenses.
Business Combination
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a target business. Although the Company is not limited to, and may pursue targets in, any industry or geography, we intend to focus on industries that complement the Sponsor’s and management team’s background in technology, healthcare and related areas. As used herein, the target business must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the Company signing a definitive agreement.
After signing a definitive agreement for a Business Combination, the Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Class A ordinary shares either (i) in connection with a shareholder meeting to approve the Business Combination or (ii) by means of a tender offer. Each Public Shareholder may elect to redeem their shares irrespective of whether they vote for or against the Business Combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be approximately $10.00 per Public Share. The
per-share
amount the Company will distribute to investors who properly redeem their shares will not be reduced by any deferred underwriting commissions payable to underwriters. The decision as to whether the Company will seek shareholder approval of the Business Combination or will allow shareholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval under applicable law or stock exchange listing requirements. If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the outstanding Class A ordinary shares voted are voted in favor of the Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, after payment of the deferred underwriting commission. In such an instance, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination.
The Company has 24 months from the Close Date to complete its Business Combination. If the Company does not complete a Business Combination within this period, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds in the Trust Account and not previously released to the Company to pay its 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 Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The initial shareholders and the Company’s officers and directors have entered into a letter agreement with the
 
7
Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the Business Combination within 24 months from the closing of the Public Offering. However, if the initial shareholders acquire Public Shares after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete the Business Combination within the allotted
24-month
time period.
The underwriters have agreed to waive their rights to any deferred underwriting commission held in the Trust Account in the event the Company does not complete the Business Combination and those amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares.
If the Company fails to complete the Business Combination, the redemption of the Company’s Public Shares will reduce the book value of the shares held by the initial shareholders, who will be the only remaining shareholders after such redemptions.
If the Company holds a shareholder vote or there is a tender offer for shares in connection with a Business Combination, a Public Shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes. As a result, such ordinary shares are recorded at their redemption amount and classified as temporary equity in accordance with ASC 480, “Distinguishing Liabilities from Equity.”
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position at June 30, 2023 and December 31, 2022 and the results of operations and cash flows for the periods presented.
Emerging Growth Company
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 Securities Exchange Act of 1934, as amended) 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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
Cash
Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have any cash equivalents as of June 30, 2023 or December 31, 2022.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “
Fair Value Measurements and Disclosures
,” approximates the carrying amounts represented in the balance sheet due to their short-term nature.
 
8
Fair Value Measurement
ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value.
The three levels of the fair value hierarchy under ASC 820 are as follows:
Level 1 – Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used.
Level 2 – Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3 – Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation.
In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment.
Derivative Liabilities
The Company evaluated the Warrants (as defined below in Note 3 – Public Offering) and Private Placement Warrants (as defined below in Note 4 – Related Party Transactions) (collectively, “Warrant Securities”) in accordance with ASC
815-40,
“Derivatives and Hedging – Contracts in Entity’s Own Equity”, and concluded that the Warrant Securities could not be accounted for as components of equity. As the Warrant Securities meet the definition of a derivative in accordance with ASC 815, the Warrant Securities are recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (the Close Date) and remeasured at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statement of Operations in the period of change.
In addition to the publicly traded warrant price, the following inputs for the valuation models used to calculate the fair value of the Warrant Securities were as follows,
 
    
June 30, 2023
    
December 31, 2022
  
Implied volatility
      7 %      6 % 
Risk-free interest rate
      4.04 %      3.90 % 
Instrument exercise price for one Class A ordinary share
    $ 11.50     $ 11.50  
Expected term
      5.1
 
years		       5.6 years  
Redeemable Ordinary Shares
All of the 25,000,000 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC
480-10-S99,
redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional
paid-in
capital and accumulated deficit.
 
9
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Offering Costs
The Company complies with the requirements of ASC
340-10-S99-1
and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering”. The Company incurred offering costs allocated to the Class A ordinary shares contained in the Units sold in connection with the Public Offering primarily consisting of underwriter discounts, accounting and legal services, securities registration expenses and exchange listing fees. Offering costs of $14,188,153 allocated to the issuance and sale of the Class A ordinary shares contained in the Units were charged to temporary equity, and offering costs of $709,408 allocated to the issuance and sale of the warrants included in the Units were expensed.
Net Income (Loss) per Ordinary Share
The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, “
Earnings Per Share
”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period as calculated using the treasury stock method. As of June 30, 2023 and 2022, the Company had outstanding warrants and Private Placement Warrants to purchase up to 13,000,000 Class A ordinary shares. The weighted average of these shares was excluded from the calculation of diluted net income (loss) per ordinary share since the exercise of these instruments is contingent upon the occurrence of future events. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share.
As of June 30, 2023 and 2022, the Company had two classes of ordinary shares, Class A ordinary shares and Class F ordinary shares. For the three and six months ended June 30, 2023 and 2022, earnings are shared pro rata between the two classes of ordinary shares as follows:
 
 
  
For the Three Months Ended
June 30, 2023
 
  
For the Three Months Ended
June 30, 2022
 
 
  
Class A
 
  
Class F
 
  
Class A
 
  
Class F
 
Basic and diluted net income (loss) per ordinary share:
  
  
  
  
Numerator:
  
  
  
  
Allocation of net income
    $
2,983,198
      $
745,800
      $ 2,394,898      $ 598,724  
Accretion of Class A ordinary shares subject to possible redemption
     
—  
       
(3,022,875
)
 		      —          (346,962 ) 
    
 
 
     
 
 
     
 
 
     
 
 
  
     $
2,983,198
      $
(2,277,075
)
 		    $ 2,394,898      $ 251,762  
    
 
 
     
 
 
     
 
 
     
 
 
  
Denominator:
                                    
Weighted average ordinary shares outstanding:
      25,000,000        6,250,000        25,000,000        6,250,000  
Basic and diluted net income (loss) per ordinary share
    $ 0.12      $ (0.36 )     $ 0.10      $ 0.04  
 
 
  
For the Six Months Ended
June 30, 2023
 
  
For the Six Months Ended
June 30, 2022
 
 
  
      Class A      
 
  
      Class F      
 
  
      Class A      
 
  
      Class F      
 
Basic and diluted net income (loss) per ordinary share:
  
  
  
  
Numerator:
  
  
  
  
Allocation of net income
    $ 3,904,559      $ 976,140      $ 4,972,071      $ 1,243,018  
Accretion of Class A ordinary shares subject to possible redemption
      —          (5,734,784 )      —          (346,962 ) 
    
 
 
     
 
 
     
 
 
     
 
 
  
     $ 3,904,559      $ (4,758,644 )    $ 4,972,071      $ 896,056  
    
 
 
     
 
 
     
 
 
     
 
 
  
Denominator:
                                    
Weighted average ordinary shares outstanding:
      25,000,000        6,250,000        25,000,000        6,250,000  
Basic and diluted net income (loss) per ordinary share
    $ 0.16      $ (0.76 )     $ 0.20      $ 0.14  
Stock-Based Compensation Expense
The Company accounts for stock-based compensation expense in accordance with ASC 718, “Compensation – Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred.
 
10
The Company’s Class F ordinary shares were issued subject to a performance condition, namely the occurrence of a Business Combination. This market condition is considered in determining the grant date fair value of these instruments using Monte Carlo simulation. Compensation expense related to the Class F ordinary shares is recognized only when the performance condition is probable of occurrence, or more specifically when a Business Combination is consummated. Therefore, no stock-based compensation expense has been recognized during the three and six months ended June 30, 2023 and 2022.
Income Taxes
Under ASC 740, “
Income Taxes
,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of the enactment date. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be
more-likely-than-not
to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time.
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU
2020-06,
Debt – Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) (“ASU
2020-06”).
ASU
2020-06
simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The Company’s
adoption of ASU 2020-06
on January 1, 2022 did not have a material impact on the Company’s condensed financial statements.
3. Public Offering
The registration statement for the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission on August 11, 2021. The Sponsor purchased an aggregate of 4,666,667 Private Placement Warrants at a purchase price of $1.50 per warrant, or $7,000,000 in the aggregate, in a private placement on the Close Date (the “Private Placement.”)
In its Public Offering, the Company sold 25,000,000 Units at a price of $10.00 per Unit.
At the Close Date, $250,000,000 was deposited in the Trust Account, representing total proceeds of $257,000,000 from the Public Offering and the Private Placement, net of underwriting discounts of $5,000,000 and funds designated for operational use of $2,000,000.
The Company paid an underwriting discount of 2.00% of the gross proceeds of the Public Offering, or $5,000,000, to the underwriters at the Close Date, with an additional fee (the “Deferred Discount”) of 3.50% of the gross proceeds of the Public Offering, or $8,750,000, payable upon the Company’s completion of a Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes a Business Combination. The underwriters are not entitled to receive any of the interest earned on Trust Account funds that would be used to pay the Deferred Discount.
 
11
4. Related Party Transactions
Founder Shares
On May 3, 2021, the Sponsor purchased 20,000,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.001 per share. The purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the number of Founder Shares issued.
On August 6, 2021, the Sponsor transferred 40,000 Founder Shares to each of the Company’s independent directors (together, with the Sponsor, the “Initial Shareholders”) at a purchase price of approximately $0.004 per share. On August 11, 2021, the Sponsor forfeited 12,812,500 Founder Shares for no consideration. On September 25, 2021, on the expiration of the underwriters’ over-allotment option, the Sponsor forfeited 937,500 Founder Shares for no consideration.
As of June 30, 2023, there were 6,250,000 Founder Shares outstanding.
The Founder Shares are identical to the Class A ordinary shares included in the Units sold in the Public Offering except that:
 
  •  
only holders of the Founder Shares have the right to vote on the election of directors prior to the Business Combination;
 
  •  
the Founder Shares are subject to certain transfer restrictions, as described in more detail below;
 
  •  
the initial shareholders and the Company’s officers and directors entered into a letter agreement with the Company, pursuant to which they have agreed (i) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the Business Combination within 24 months from the Public Offering. If the Company submits the Business Combination to the Public Shareholders for a vote, the initial shareholders have agreed, pursuant to such letter agreement, to vote their Founder Shares and any Public Shares purchased during or after the Public Offering in favor of the Business Combination; and
 
  •  
the Founder Shares are automatically convertible into Class A ordinary shares on the first business day following the completion of the Business Combination on a
one-for-one
basis, subject to adjustment pursuant to certain anti-dilution rights.
Additionally, the Sponsor and initial shareholders agreed not to transfer, assign or sell any of its Founder Shares until the earlier of (i) one year after the completion of the Business Combination or (ii) subsequent to the Business Combination, if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after the Business Combination or (iii) the date following the completion of the Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property (the “Lock Up Period”).
Private Placement Warrants
On the Close Date, the Sponsor purchased from the Company 4,666,667 Private Placement Warrants at a purchase price of $1.50 per warrant, or $7,000,000 in the aggregate. Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share, subject to adjustment. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account. The Private Placement Warrants will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units being sold in the Public Offering. The Sponsor, or its permitted transferees, will have the option to exercise the Private Placement Warrants on a cashless basis. The Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the Business Combination.
If the Company does not complete the Business Combination within 24 months from the closing of the Public Offering, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Company’s Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.
 
12
Registration Rights
Holders of the Founder Shares and Private Placement Warrants are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to other registration statements filed by the Company subsequent to its completion of the Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock Up Period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Indemnity
The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company discussed entering into a transaction agreement, reduces the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such eventuality as the Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Independent Financial Advisory Services
In connection with the Public Offering, TPG Capital BD, LLC, an affiliate of the Company, acted as the Company’s independent financial advisor as defined under FINRA Rule 5110(j)(9), to provide independent financial consulting services, consisting of a review of deal structure and terms and related structuring advice in connection with the Public Offering, for which it received a fee of $750,000, which was paid on the Close Date. TPG Capital BD, LLC was engaged to represent the Company’s interests only and is independent of the underwriters. TPG Capital BD, LLC did not act as an underwriter in the Public Offering and did not sell or offer to sell any securities in the Public Offering, nor did it identify or solicit potential investors in the Public Offering.
Related Party Note Payable
On August 6, 2021 the Company’s Sponsor loaned the Company $750,000 under an unsecured promissory note. The funds were used to pay up front expenses associated with the Public Offering. The note was
non-interest
bearing and was repaid in full to the Sponsor at the Close Date.
On November 5, 2021 the Company’s Sponsor loaned the Company $2,000,000 under the November 2, 2021 unsecured promissory note discussed below under “
Commitment Letter
”. The note is
non-interest
bearing. The funds are intended for operating costs and expenses associated with the search for a Business Combination.
Administrative Services Agreement
On the Close Date, the Company entered into an agreement to pay $50,000 a month for office space, administrative and support services to an affiliate of the Sponsor, and will terminate the agreement upon the earlier of a Business Combination or the liquidation of the Company. For each of the three and six months ended June 30, 2023 and 2022, the Company incurred expenses of $150,000 and $300,000, respectively, under this agreement.
Commitment Letter
Effective August 19, 2021, the Sponsor entered into a commitment letter in which it committed to lending funds, if needed, to the Company to timely satisfy any of the Company’s financial obligations or debt service requirements through October 31, 2023,
and further to defer any required repayment of existing loans, or any loans made during the period from the Close Date to October 31, 2023, until after October 31, 2023.
 
13
Effective November 2, 2021, the Company entered into a promissory note in which the Sponsor committed to lending up to $
7,000,000
, if needed, to the Company to timely satisfy any of the Company’s financial obligations or debt service requirements through
August 16, 2023
, and further to defer any required repayment of existing loans, or any loans made during the period from the Close Date to August 16, 2023, until the earlier of the consummation of a Business Combination or August 16, 2023.
5. Investments Held in Trust Account
Gross proceeds of $250,000,000 and $7,000,000 from the Public Offering and the sale of the Private Placement Warrants, respectively, less underwriting discounts of $5,000,000; and funds of $2,000,000 designated to pay the Company’s accrued formation and offering costs, ongoing administrative and acquisition search costs, plus repay notes payable of $750,000 to the Sponsor at the Close Date were placed in the Trust Account at the Close Date.
At June 30, 2023 and December 31, 2022, the balance of funds held in the Trust Account was $259,370,188 and $253,635,404. respectively.
6. Deferred Underwriting Compensation
The Company is committed to pay the Deferred Discount of 3.50% of the gross proceeds of the Public Offering, or $8,750,000, to the underwriters upon the Company’s completion of a Business Combination. The underwriters are not entitled to receive any of the interest earned on Trust Account funds that would be used to pay the Deferred Discount, and no Deferred Discount is payable to the underwriters if a Business Combination is not completed within 24 months after the Close Date.
7. Shareholder’s Deficit
Class A Ordinary Shares
The Company is currently authorized to issue 500,000,000 Class A ordinary shares. Depending on the terms of a potential Business Combination, the Company may be required to increase the number of authorized Class A ordinary shares at the same time as its shareholders vote on the Business Combination to the extent the Company seeks shareholder approval in connection with its Business Combination. Holders of Class A ordinary shares are entitled to one vote for each share with the exception that only holders of Class F ordinary shares have the right to vote on the election of directors prior to the completion of a Business Combination, subject to adjustment as provided in the Company’s amended and restated memorandum and articles of association. At June 30, 2023 and December 31, 2022, there were 25,000,000 Class A ordinary shares issued and outstanding, of which 25,000,000 shares were subject to possible redemption and were classified at their redemption value outside of shareholders’ deficit at the balance sheet.
Founder Shares
The Company is currently authorized to issue 50,000,000 Class F ordinary shares. At June 30, 2023 and December 31, 2022, there were 6,250,000 Class F ordinary shares (Founder Shares) issued and outstanding
Preferred Shares
The Company is authorized to issue 5,000,000 preferred shares. The Company’s board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors is able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. At June 30, 2023 and December 31, 2022, there were no preferred shares issued or outstanding.
Dividend Policy
The Company has not paid and does not intend to pay any cash dividends on its ordinary shares prior to the completion of the Business Combination. Additionally, the Company’s board of directors does not contemplate or anticipate declaring any stock dividends in the foreseeable future.
 
14
8. Fair Value Measurements
The following table presents information about the Company’s derivative liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
 
 
  
As of June 30, 2023
 
 
  
Level 1
 
  
Level 2
 
  
Level 3
 
  
Total
 
Liabilities:
  
  
  
  
Warrants
    $ 750,000      $ —        $ —        $ 750,000  
Private Placement Warrants
      —          420,000        —          420,000  
    
 
 
     
 
 
     
 
 
     
 
 
  
Total
   
$
750,000
 
   
$
420,000
 
   
$
—  
 
   
$
1,170,000
 
    
 
 
     
 
 
     
 
 
     
 
 
  
 
 
  
As of December 31, 2022
 
 
  
Level 1
 
  
Level 2
 
  
Level 3
 
  
Total
 
Liabilities:
  
  
  
  
Warrants
    $ 666,667      $ —        $ —        $ 666,667  
Private Placement Warrants
      —          373,333        —          373,333  
    
 
 
     
 
 
     
 
 
     
 
 
  
Total
   
$
666,667
 
   
$
373,333
 
   
$
—  
 
   
$
1,040,000
 
    
 
 
     
 
 
     
 
 
     
 
 
  
The following table presents the changes in the fair value of the Company’s derivative liabilities that are measured at fair value for the three and six months ended June 30, 2023 and 2022.
 
 
  
Warrants
 
  
Private Placement
Warrants
 
  
Total
 
Liabilities:
  
  
  
Fair value at March 31, 2023
    $ 1,416,667     $ 793,333     $ 2,210,000  
Change in fair value
      (666,667 )
 
     (373,333 )
 
     (1,040,000 )
 
    
 
 
    
 
 
    
 
 
  
Fair value at June 30, 2023
   
$
750,000
 
  
$
420,000
 
  
$
1,170,000
 
    
 
 
    
 
 
    
 
 
  
Liabilities:
                         
Fair value at December 31, 2022
    $ 666,667     $ 373,333     $ 1,040,000  
Change in fair value
      83,333       46,667       130,000  
    
 
 
    
 
 
    
 
 
  
Fair value at June 30, 2023
   
$
750,000
 
  
$
420,000
 
  
$
1,170,000
 
    
 
 
    
 
 
    
 
 
  
 
 
  
Warrants
 
  
Private Placement
Warrants
 
  
Total
 
Liabilities:
  
  
  
Fair value at March 31, 2022
    $ 3,500,000     $ 1,960,000     $ 5,460,000  
Change in fair value
      (1,916,667 )      (1,073,333 )      (2,990,000 ) 
    
 
 
    
 
 
    
 
 
  
Fair value at June 30, 2022
   
$
1,583,333
 
  
$
886,667
 
  
$
2,470,000
 
    
 
 
    
 
 
    
 
 
  
Liabilities:
                         
Fair value at December 31, 2021
    $ 5,833,333     $ 3,266,667     $ 9,100,000  
Change in fair value
      (4,250,000 )      (2,380,000 )      (6,630,000 ) 
    
 
 
    
 
 
    
 
 
  
Fair value at June 30, 2022
   
$
1,583,333
 
  
$
886,667
 
  
$
2,470,000
 
    
 
 
    
 
 
    
 
 
  
The Company did not hold any Level 3 financial instruments as of June 30, 2023 and December 31, 2022 or during the three and six months ended June 30, 2023 and 2022.
9. Subsequent Events
Management has performed an evaluation of subsequent events through the date of issuance of the condensed financial statements, noting no subsequent events which require adjustment or disclosure.
 
1
5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “our,” “us” or “we” refer to AfterNext HealthTech Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q including, without limitation, statements under this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Quarterly Report on Form 10-Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the United States Securities and Exchange Commission (“SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this paragraph.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). We have reviewed, and continue to review, a number of opportunities to enter into a Business Combination with an operating business, but we are not able to determine at this time whether we will complete a Business Combination with any of the target businesses that we have reviewed or with any other target business.

We intend to consummate a Business Combination using cash from the proceeds of our initial public offering (the “Public Offering”) that closed on August 16, 2021 (the “Close Date”) and the private placement of warrants to purchase our Class A ordinary shares (“Private Placement Warrants”) that occurred at the Close Date, and from additional issuances of, if any, our capital stock and our debt, or a combination of cash, stock and debt.

At June 30, 2023, we held cash of $21,183 and current liabilities of $11,956,415. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Going Concern

If we do not complete an initial Business Combination within 24 months from the Close Date, we will (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem all of the Class A ordinary shares issued in the Public Offering at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account with Continental Stock Transfer and Trust Company acting as trustee (the “Trust Account”), including interest, net of taxes (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish the shareholder rights of owners of Class A ordinary shares (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 board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution, including Trust Account assets, will be less than the initial public offering price in the Public Offering. If a Business Combination is not completed within 24 months from the Close Date, the Company does not have sufficient cash flows to satisfy obligations to creditors upon liquidation and therefore, substantial doubt exists about the Company’s ability to continue as a going concern.

The condensed financial statements presented in this Quarterly Report on Form 10-Q have been prepared on a going concern basis and do not include any adjustments that might arise as a result of uncertainties about our ability to continue as a going concern.

Results of Operations

For the three months ended June 30, 2023 and 2022, we earned net income of $3,728,998 and $2,993,622, respectively.

 

16

For the three months ended June 30, 2023 net income consisted primarily of interest income of $3,022,875 and gains from changes in the fair value of derivative liabilities of $1,040,000, offset by professional expenses of $333,877.

For the three months ended June 30, 2022 net income consisted primarily of interest income of $346,962 and gains from changes in the fair value of derivative liabilities of $2,990,000, offset by professional expenses of $343,340.

For the six months ended June 30, 2023 and 2022, we earned net income of $4,880,699 and $6,215,089, respectively.

For the six months ended June 30, 2023 net income consisted primarily of interest income of $5,734,784, offset by losses from changes in the fair value of derivative liabilities of $130,000 and professional expenses of $724,085.

For the six months ended June 30, 2022 net income consisted primarily of interest income of $346,962 and gains from changes in the fair value of derivative liabilities of $6,630,000, offset by professional expenses of $761,873.

We anticipate that changes to the fair value of our derivative instruments, consisting of certain of our warrants exercisable for our Class A ordinary shares, may fluctuate significantly in future quarters, but these fluctuations do not impact our cash flows. Our business activities since our Public Offering have consisted solely of identifying and evaluating prospective acquisition targets for a Business Combination.

Liquidity and Capital Resources

Prior to the closing of the Public Offering, our only sources of liquidity were an initial sale of Class F ordinary shares (the “Founder Shares”) to our sponsor, AfterNext HealthTech Sponsor, Series LLC, a Delaware series limited liability company (the “Sponsor”), for an aggregate purchase price of $25,000, and the proceeds of a promissory note (the “Note”) from the Sponsor, in the amount of $750,000.

The registration statement for our Public Offering was declared effective by the SEC on August 11, 2021. In our Public Offering, we sold 25,000,000 Units at a price of $10.00 per Unit, generating proceeds of $250,000,000. Simultaneously with the effectiveness of our Public Offering, we closed the private placement of an aggregate of 4,666,667 warrants to purchase our Class A ordinary shares (the “Private Placement Warrants”), at a price of $1.50 per warrant, to the Sponsor, generating proceeds of $7,000,000. On the Close Date, we placed $250,000,000 of proceeds (including $8,750,000 of deferred underwriting discount) from the Public Offering and the sale of the Private Placement Warrants into a non-interest bearing U.S. based trust account at J.P. Morgan Chase, N.A, with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”) and held the remaining portion (net of offering expenses, other than underwriting discounts, paid upon the consummation of the Public Offering) of such proceeds outside the Trust Account.

At June 30, 2023, we had cash of $21,183 and negative working capital of $10,639,617, excluding derivative liabilities.

On April 6, 2022, the funds in the Trust Account were invested in specified U.S. government treasury bills with a maturity of 180 days or less and in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

On November 5, 2021, we borrowed $2,000,000 under an unsecured promissory note from our Sponsor to fund our operating costs and expenses associated with the search for a Business Combination. The note is non-interest bearing. We are able to borrow up to an additional $5,000,000 on the unsecured promissory note.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business prior to our Business Combination aside from temporary loans from our Sponsor. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Class A ordinary shares at the completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination (including from our affiliates or affiliates of our Sponsor).

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

 

17

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial agreements involving assets.

Contractual Obligations

As of June 30, 2023, we did not have any long-term debt, lease obligations or long-term liabilities. On the Close Date, we entered into an administrative support agreement pursuant to which we have agreed to pay an affiliate of the Sponsor a total of $50,000 per month for office space, administrative and support services. Upon the earlier of the completion of the Business Combination or the Company’s liquidation, we will cease paying these monthly fees.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following as our critical accounting policies:

Offering Costs

We comply with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering”. We incurred offering costs allocated to the Class A ordinary shares contained in the Units sold in connection with our Public Offering primarily consisting of underwriter discounts, accounting and legal services, securities registration expenses and exchange listing fees. Offering costs allocated to the issuance and sale of the Class A ordinary shares contained in the Units of $14,188,153 were charged to temporary equity, and offering costs of $709,408 allocated to the issuance and sale of the warrants included in the Units were expensed.

Derivative Liabilities

We evaluated our Warrants and Private Placement Warrants (collectively, “Warrant Securities”) in accordance with ASC 815-40, “Derivatives and Hedging – Contracts in Entity’s Own Equity”, and concluded that the Warrant Securities could not be accounted for as components of equity. As the Warrant Securities meet the definition of a derivative in accordance with ASC 815, the Warrant Securities are recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (the Close Date) and remeasured at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statement of Operations in the period of change.

Redeemable Ordinary Shares

All of the 25,000,000 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with our liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to our second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within our control require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480.

We recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit.

Net Income (Loss) Per Ordinary Share

We comply with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period, plus to the extent dilutive the incremental number of shares of ordinary shares to settle warrants, as calculated using the treasury stock method. As of June 30, 2023, we had outstanding Warrants and Private Placement Warrants to purchase up to 13,000,000 Class A ordinary shares. The weighted average of these shares was excluded from the calculation of diluted net income (loss) per ordinary share since the exercise of these instruments is contingent upon the occurrence of future events. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share.

 

18

We have two classes of ordinary shares, Class A ordinary shares and Class F ordinary shares. Earnings and losses are shared pro rata between the two classes of ordinary shares.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The Company’s adoption of ASU 2020-06 on January 1, 2022 did not have a material impact on the Company’s condensed financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

To date, our efforts have been limited to organizational activities, activities relating to the Public Offering and the identification and evaluation of prospective acquisition targets for a Business Combination. We have neither engaged in any operations nor generated any revenues. As the net proceeds from our Public Offering and the sale of the Private Placement Warrants held in the Trust Account have not been invested, we do not believe we have any material exposure to interest rate risk.

We have not engaged in any hedging activities since our Inception. We do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

Item 4. Controls and Procedures.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Principal Executive Officer and Principal Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023. Based upon their evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

19

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Factors that could cause our actual results to differ materially from those in this report are any of the risks disclosed in our Annual Report on Form 10-K filed with the SEC on February 8, 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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

 

20

Item 6. Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

 

Exhibit

Number

  

Description

    3.1*   Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.1 filed with the Company’s Form 8-K filed by the Company on August 16, 2021 (File No. 001-40737)).
  31.1**   Certification of Chief 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 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 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 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 – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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)

 

*

Incorporated herein by reference as indicated.

**

Filed herewith.

***

Furnished herewith. This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

21

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    AFTERNEXT HEALTHTECH ACQUISITION CORP.
Date: July 25, 2023    

By:

 

  

/s/ R. Halsey Wise

      R. Halsey Wise
      Chief Executive Officer
Date: July 25, 2023    

By:

 

  

/s/ Martin Davidson

      Martin Davidson
     

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

22

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, R. Halsey Wise, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q of AfterNext HealthTech Acquisition Corp.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  (a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  (d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) 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 control over financial reporting.

 

Date: July 25, 2023     By:  

/s/ R. Halsey Wise

      R. Halsey Wise
     

President

(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, Martin Davidson, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q of AfterNext HealthTech Acquisition Corp.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  (a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  (d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) 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 control over financial reporting.

 

Date: July 25, 2023     By:  

/s/ Martin Davidson

      Martin Davidson
     

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 AfterNext HealthTech Acquisition Corp. (the “Company”) on Form 10-Q for the period ending June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, in the capacity and on the date indicated below, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

 

  (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: July 25, 2023     By:  

/s/ R. Halsey Wise

      R. Halsey Wise
     

President

(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 AfterNext HealthTech Acquisition Corp. (the “Company”) on Form 10-Q for the period ending June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, in the capacity and on the date indicated below, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

 

  (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: July 25, 2023     By:  

/s/ Martin Davidson

      Martin Davidson
     

Chief Financial Officer

(Principal Financial and Accounting Officer)

v3.23.2
Cover Page - shares
 6 Months Ended
Jun. 30, 2023
Jul. 21, 2023
Cover Page [Line Items]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Jun. 30, 2023  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q2  
Entity Registrant Name AfterNext HealthTech Acquisition Corp.  
Entity Central Index Key 0001865975  
Current Fiscal Year End Date --12-31  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Shell Company true  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity File Number 001-40737  
Entity Incorporation, State or Country Code E9  
Entity Tax Identification Number 98-1595329  
Entity Address, Address Line One 301 Commerce Street  
Entity Address, Address Line Two Suite 3300  
Entity Address, City or Town Fort Worth  
Entity Address, State or Province TX  
Entity Address, Postal Zip Code 76102  
City Area Code 212  
Local Phone Number 405-8458  
Document Quarterly Report true  
Document Transition Report false  
Class A Ordinary Shares    
Cover Page [Line Items]    
Entity Common Stock, Shares Outstanding   25,000,000
Title of 12(b) Security Class A ordinary shares, par value $0.0001 per share  
Trading Symbol AFTR  
Security Exchange Name NYSE  
Class F Ordinary Shares    
Cover Page [Line Items]    
Entity Common Stock, Shares Outstanding   6,250,000
Class A Ordinary Share and One-third of One Redeemable Warrant    
Cover Page [Line Items]    
Title of 12(b) Security Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant.  
Trading Symbol AFTR.U  
Security Exchange Name NYSE  
Redeemable Warrants    
Cover Page [Line Items]    
Title of 12(b) Security Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share  
Trading Symbol AFTR.WS  
Security Exchange Name NYSE  
v3.23.2
Condensed Balance Sheets (unaudited) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Current assets:    
Cash $ 21,183 $ 678,163
Prepaid expenses 125,615 311,265
Total current assets 146,798 989,428
Investments held in Trust Account 259,370,188 253,635,404
Total assets 259,516,986 254,624,832
Current liabilities:    
Accrued professional fees and other expenses 36,415 154,960
Note payable to Sponsor 2,000,000 2,000,000
Derivative liabilities 1,170,000 1,040,000
Deferred underwriting compensation 8,750,000 8,750,000
Total current liabilities 11,956,415 11,944,960
Total liabilities 11,956,415 11,944,960
Commitments and contingencies
Class A ordinary shares subject to possible redemption; 25,000,000 shares as of June 30, 2023 and December 31, 2022 at a redemption value of $10.37 and $10.15 per share, respectively 259,370,188 253,635,404
Shareholders' deficit:    
Accumulated deficit (11,810,242) (10,956,157)
Total shareholders' deficit (11,809,617) (10,955,532)
Total liabilities and shareholders' deficit 259,516,986 254,624,832
Class F Ordinary Shares    
Shareholders' deficit:    
Common shares, value $ 625 $ 625
v3.23.2
Condensed Balance Sheets (Parenthetical) (unaudited) - $ / shares
Jun. 30, 2023
Dec. 31, 2022
Temporary equity shares subject to possible redemption 25,000,000 25,000,000
Temporary equity shares redemption per share $ 10.37 $ 10.15
Preferred shares, par value $ 0.0001 $ 0.0001
Preferred shares, shares authorized 5,000,000 5,000,000
Preferred shares, shares issued 0 0
Preferred shares, shares outstanding 0 0
Class A Ordinary Shares    
Temporary equity shares subject to possible redemption 25,000,000 25,000,000
Common shares, par value $ 0.0001 $ 0.0001
Common shares, shares authorized 500,000,000 500,000,000
Common shares, shares issued 0 0
Common shares, shares outstanding 0 0
Class F Ordinary Shares    
Common shares, par value $ 0.0001 $ 0.0001
Common shares, shares authorized 50,000,000 50,000,000
Common shares, shares issued 6,250,000 6,250,000
Common shares, shares outstanding 6,250,000 6,250,000
v3.23.2
Condensed Statements of Operations (unaudited) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Revenue $ 0   $ 0  
Professional fees and other expenses 333,877 $ 343,340 724,085 $ 761,873
Change in fair value of derivatives (1,040,000) (2,990,000) 130,000 (6,630,000)
Income (loss) from operations 706,123 2,646,660 (854,085) 5,868,127
Interest income 3,022,875 346,962 5,734,784 346,962
Net income attributable to ordinary shares $ 3,728,998 $ 2,993,622 $ 4,880,699 $ 6,215,089
Class A Ordinary Shares        
Net income (loss) per ordinary share:        
Basic $ 0.12 $ 0.1 $ 0.16 $ 0.2
Diluted $ 0.12 $ 0.1 $ 0.16 $ 0.2
Weighted average ordinary shares outstanding:        
Basic 25,000,000 25,000,000 25,000,000 25,000,000
Diluted 25,000,000 25,000,000 25,000,000 25,000,000
Class F Ordinary Shares        
Net income (loss) per ordinary share:        
Basic $ (0.36) $ 0.04 $ (0.76) $ 0.14
Diluted $ (0.36) $ 0.04 $ (0.76) $ 0.14
Weighted average ordinary shares outstanding:        
Basic 6,250,000 6,250,000 6,250,000 6,250,000
Diluted 6,250,000 6,250,000 6,250,000 6,250,000
v3.23.2
Condensed Statements of Changes in Shareholders' Deficit (unaudited) - USD ($)
Total
Accumulated Deficit
Class F Ordinary Shares
Common Stock
Beginning Balance at Dec. 31, 2021 $ (17,547,395) $ (17,548,020) $ 625
Beginning Balance, Shares at Dec. 31, 2021     6,250,000
Net income attributable to ordinary shares 3,221,467 3,221,467  
Ending Balance at Mar. 31, 2022 (14,325,928) (14,326,553) $ 625
Ending Balance, Shares at Mar. 31, 2022     6,250,000
Beginning Balance at Dec. 31, 2021 (17,547,395) (17,548,020) $ 625
Beginning Balance, Shares at Dec. 31, 2021     6,250,000
Net income attributable to ordinary shares 6,215,089    
Ending Balance at Jun. 30, 2022 (11,679,268) (11,679,893) $ 625
Ending Balance, Shares at Jun. 30, 2022     6,250,000
Beginning Balance at Mar. 31, 2022 (14,325,928) (14,326,553) $ 625
Beginning Balance, Shares at Mar. 31, 2022     6,250,000
Adjustment to increase Class A ordinary shares subject to possible redemption to maximum redemption value (346,962) (346,962)  
Net income attributable to ordinary shares 2,993,622 2,993,622  
Ending Balance at Jun. 30, 2022 (11,679,268) (11,679,893) $ 625
Ending Balance, Shares at Jun. 30, 2022     6,250,000
Beginning Balance at Dec. 31, 2022 (10,955,532) (10,956,157) $ 625
Beginning Balance, Shares at Dec. 31, 2022     6,250,000
Adjustment to increase Class A ordinary shares subject to possible redemption to maximum redemption value (2,711,909) (2,711,909)  
Net income attributable to ordinary shares 1,151,701 1,151,701  
Ending Balance at Mar. 31, 2023 (12,515,740) (12,516,365) $ 625
Ending Balance, Shares at Mar. 31, 2023     6,250,000
Beginning Balance at Dec. 31, 2022 (10,955,532) (10,956,157) $ 625
Beginning Balance, Shares at Dec. 31, 2022     6,250,000
Net income attributable to ordinary shares 4,880,699    
Ending Balance at Jun. 30, 2023 (11,809,617) (11,810,242) $ 625
Ending Balance, Shares at Jun. 30, 2023     6,250,000
Beginning Balance at Mar. 31, 2023 (12,515,740) (12,516,365) $ 625
Beginning Balance, Shares at Mar. 31, 2023     6,250,000
Adjustment to increase Class A ordinary shares subject to possible redemption to maximum redemption value (3,022,875) (3,022,875)  
Net income attributable to ordinary shares 3,728,998 3,728,998  
Ending Balance at Jun. 30, 2023 $ (11,809,617) $ (11,810,242) $ 625
Ending Balance, Shares at Jun. 30, 2023     6,250,000
v3.23.2
Condensed Statements of Cash Flows (Unaudited) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2022
Mar. 31, 2022
Jun. 30, 2023
Jun. 30, 2022
Cash flows from operating activities:            
Net income attributable to ordinary shares $ 3,728,998 $ 1,151,701 $ 2,993,622 $ 3,221,467 $ 4,880,699 $ 6,215,089
Changes in operating assets and liabilities:            
Prepaid expenses         185,650 169,367
Change in fair value of derivative liabilities         130,000 (6,630,000)
Accrued professional fees and other expenses         (118,545) 20,636
Interest on investments held in Trust Account         (5,734,784) (346,962)
Net cash used in operating activities         (656,980) (571,870)
Net change in cash         (656,980) (571,870)
Cash at beginning of period   $ 678,163   $ 1,738,011 678,163 1,738,011
Cash at end of period $ 21,183   $ 1,166,141   $ 21,183 $ 1,166,141
v3.23.2
Organization and Business Operations
 6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Business Operations
1. Organization and Business Operations
Organization and General
AfterNext HealthTech Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on April 12, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).
The Company was formed on April 12, 2021 and as of that date had not commenced operations. On May 3, 2021, the Company was funded with $25,000 for which it issued Founder Shares (as defined below). All activity for the period from April 12, 2021 (“Inception”) through June 30, 2023 relates to the Company’s formation, its initial public offering (“Public Offering”), which closed on August 16, 2021 (the “Close Date”), and the identification and evaluation of potential acquisition targets for a Business Combination. The Company will not generate operating revenues prior to the completion of the Business Combination and will generate
non-operating
income in the form of interest income on Permitted Investments (as defined below) from the proceeds derived from the Public Offering.
Going Concern
If the Company does not complete an initial Business Combination within 24 months from the Close Date, the Company will (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem all of the Class A ordinary shares issued in the Public Offering at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account with Continental Stock Transfer and Trust Company acting as trustee (the “Trust Account”), including interest, net of taxes (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish the shareholder rights of owners of Class A ordinary shares (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 board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution, including Trust Account assets, will be less than the initial public offering price in the Public Offering. If a Business Combination is not completed within 24 months from the Close Date, the Company does not have sufficient cash flows to satisfy obligations to creditors upon liquidation and therefore, substantial doubt exists about the Company’s ability to continue as a going concern.
The accompanying condensed financial statements have been prepared on a going concern basis and do not include any adjustments that might arise as a result of uncertainties about the Company’s ability to continue as a going concern.
Sponsor
The Company’s sponsor is AfterNext HealthTech Sponsor, Series LLC, a Delaware series limited liability company (the “Sponsor”). On May 3, 2021, the Sponsor purchased an aggregate of 20,000,000 Class F ordinary shares (“Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.001 per share. Prior to the Sponsor’s initial investment in the Company of $25,000, the Company had no assets. The purchase price per share of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the Sponsor by the number of Founder Shares issued by the Company.
Public Offering
The Company intends to finance a Business Combination with proceeds from its Public Offering of units (“Units”) at a price of $10.00 per Unit, each consisting of one Class A ordinary share, $0.0001 par value, of the Company (“Class A ordinary shares”) and one third of one redeemable warrant, and proceeds from the sale of private placement warrants at a price of $1.50 per warrant (“Private Placement Warrants”).
 
The Trust Account
Gross proceeds of $250,000,000 and $7,000,000 from the Public Offering and the sale of the Private Placement Warrants, respectively, less underwriting discounts of $5,000,000; and funds of $2,000,000 designated to pay the Company’s accrued formation and offering costs, ongoing administrative and acquisition search costs, plus repay notes payable of $750,000 to the Sponsor at the Close Date, were placed in the Trust Account at the Close Date. One April 6, 2022, the funds in the Trust Account were invested in specified U.S. government treasury bills with a maturity of 180 days and less or in money market funds meeting certain conditions under Rule
2a-7
under the Investment Company Act which invest only in direct U.S. government treasury obligations (collectively “Permitted Investments”).
Funds will remain in the Trust Account except for the withdrawal of interest earned on the funds that may be released to the Company to pay taxes and up to $100,000 of any dissolution expenses. The proceeds from the Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the Business Combination within 24 months from the close of the Public Offering and (iii) the redemption of all of the Company’s Public Shares if it is unable to complete the Business Combination within 24 months from the close of the Public Offering, subject to applicable law.
The remaining proceeds outside the Trust Account may be used to pay business, legal and accounting due diligence on prospective acquisitions, listing fees and continuing general and administrative expenses.
Business Combination
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a target business. Although the Company is not limited to, and may pursue targets in, any industry or geography, we intend to focus on industries that complement the Sponsor’s and management team’s background in technology, healthcare and related areas. As used herein, the target business must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the Company signing a definitive agreement.
After signing a definitive agreement for a Business Combination, the Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Class A ordinary shares either (i) in connection with a shareholder meeting to approve the Business Combination or (ii) by means of a tender offer. Each Public Shareholder may elect to redeem their shares irrespective of whether they vote for or against the Business Combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be approximately $10.00 per Public Share. The
per-share
amount the Company will distribute to investors who properly redeem their shares will not be reduced by any deferred underwriting commissions payable to underwriters. The decision as to whether the Company will seek shareholder approval of the Business Combination or will allow shareholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval under applicable law or stock exchange listing requirements. If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the outstanding Class A ordinary shares voted are voted in favor of the Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, after payment of the deferred underwriting commission. In such an instance, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination.
The Company has 24 months from the Close Date to complete its Business Combination. If the Company does not complete a Business Combination within this period, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds in the Trust Account and not previously released to the Company to pay its 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 Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The initial shareholders and the Company’s officers and directors have entered into a letter agreement with the
Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the Business Combination within 24 months from the closing of the Public Offering. However, if the initial shareholders acquire Public Shares after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete the Business Combination within the allotted
24-month
time period.
The underwriters have agreed to waive their rights to any deferred underwriting commission held in the Trust Account in the event the Company does not complete the Business Combination and those amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares.
If the Company fails to complete the Business Combination, the redemption of the Company’s Public Shares will reduce the book value of the shares held by the initial shareholders, who will be the only remaining shareholders after such redemptions.
If the Company holds a shareholder vote or there is a tender offer for shares in connection with a Business Combination, a Public Shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes. As a result, such ordinary shares are recorded at their redemption amount and classified as temporary equity in accordance with ASC 480, “Distinguishing Liabilities from Equity.”
v3.23.2
Summary of Significant Accounting Policies
 6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position at June 30, 2023 and December 31, 2022 and the results of operations and cash flows for the periods presented.
Emerging Growth Company
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 Securities Exchange Act of 1934, as amended) 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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
Cash
Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have any cash equivalents as of June 30, 2023 or December 31, 2022.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “
Fair Value Measurements and Disclosures
,” approximates the carrying amounts represented in the balance sheet due to their short-term nature.
 
Fair Value Measurement
ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value.
The three levels of the fair value hierarchy under ASC 820 are as follows:
Level 1 – Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used.
Level 2 – Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3 – Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation.
In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment.
Derivative Liabilities
The Company evaluated the Warrants (as defined below in Note 3 – Public Offering) and Private Placement Warrants (as defined below in Note 4 – Related Party Transactions) (collectively, “Warrant Securities”) in accordance with ASC
815-40,
“Derivatives and Hedging – Contracts in Entity’s Own Equity”, and concluded that the Warrant Securities could not be accounted for as components of equity. As the Warrant Securities meet the definition of a derivative in accordance with ASC 815, the Warrant Securities are recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (the Close Date) and remeasured at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statement of Operations in the period of change.
In addition to the publicly traded warrant price, the following inputs for the valuation models used to calculate the fair value of the Warrant Securities were as follows,
 
    
June 30, 2023
    
December 31, 2022
  
Implied volatility
      7 %      6 % 
Risk-free interest rate
      4.04 %      3.90 % 
Instrument exercise price for one Class A ordinary share
    $ 11.50     $ 11.50  
Expected term
      5.1
 
years		       5.6 years  
Redeemable Ordinary Shares
All of the 25,000,000 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC
480-10-S99,
redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional
paid-in
capital and accumulated deficit.
 
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Offering Costs
The Company complies with the requirements of ASC
340-10-S99-1
and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering”. The Company incurred offering costs allocated to the Class A ordinary shares contained in the Units sold in connection with the Public Offering primarily consisting of underwriter discounts, accounting and legal services, securities registration expenses and exchange listing fees. Offering costs of $14,188,153 allocated to the issuance and sale of the Class A ordinary shares contained in the Units were charged to temporary equity, and offering costs of $709,408 allocated to the issuance and sale of the warrants included in the Units were expensed.
Net Income (Loss) per Ordinary Share
The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, “
Earnings Per Share
”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period as calculated using the treasury stock method. As of June 30, 2023 and 2022, the Company had outstanding warrants and Private Placement Warrants to purchase up to 13,000,000 Class A ordinary shares. The weighted average of these shares was excluded from the calculation of diluted net income (loss) per ordinary share since the exercise of these instruments is contingent upon the occurrence of future events. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share.
As of June 30, 2023 and 2022, the Company had two classes of ordinary shares, Class A ordinary shares and Class F ordinary shares. For the three and six months ended June 30, 2023 and 2022, earnings are shared pro rata between the two classes of ordinary shares as follows:
 
 
  
For the Three Months Ended
June 30, 2023
 
  
For the Three Months Ended
June 30, 2022
 
 
  
Class A
 
  
Class F
 
  
Class A
 
  
Class F
 
Basic and diluted net income (loss) per ordinary share:
  
  
  
  
Numerator:
  
  
  
  
Allocation of net income
    $
2,983,198
      $
745,800
      $ 2,394,898      $ 598,724  
Accretion of Class A ordinary shares subject to possible redemption
     
—  
       
(3,022,875
)
 		      —          (346,962 ) 
    
 
 
     
 
 
     
 
 
     
 
 
  
     $
2,983,198
      $
(2,277,075
)
 		    $ 2,394,898      $ 251,762  
    
 
 
     
 
 
     
 
 
     
 
 
  
Denominator:
                                    
Weighted average ordinary shares outstanding:
      25,000,000        6,250,000        25,000,000        6,250,000  
Basic and diluted net income (loss) per ordinary share
    $ 0.12      $ (0.36 )     $ 0.10      $ 0.04  
 
 
  
For the Six Months Ended
June 30, 2023
 
  
For the Six Months Ended
June 30, 2022
 
 
  
      Class A      
 
  
      Class F      
 
  
      Class A      
 
  
      Class F      
 
Basic and diluted net income (loss) per ordinary share:
  
  
  
  
Numerator:
  
  
  
  
Allocation of net income
    $ 3,904,559      $ 976,140      $ 4,972,071      $ 1,243,018  
Accretion of Class A ordinary shares subject to possible redemption
      —          (5,734,784 )      —          (346,962 ) 
    
 
 
     
 
 
     
 
 
     
 
 
  
     $ 3,904,559      $ (4,758,644 )    $ 4,972,071      $ 896,056  
    
 
 
     
 
 
     
 
 
     
 
 
  
Denominator:
                                    
Weighted average ordinary shares outstanding:
      25,000,000        6,250,000        25,000,000        6,250,000  
Basic and diluted net income (loss) per ordinary share
    $ 0.16      $ (0.76 )     $ 0.20      $ 0.14  
Stock-Based Compensation Expense
The Company accounts for stock-based compensation expense in accordance with ASC 718, “Compensation – Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred.
 
The Company’s Class F ordinary shares were issued subject to a performance condition, namely the occurrence of a Business Combination. This market condition is considered in determining the grant date fair value of these instruments using Monte Carlo simulation. Compensation expense related to the Class F ordinary shares is recognized only when the performance condition is probable of occurrence, or more specifically when a Business Combination is consummated. Therefore, no stock-based compensation expense has been recognized during the three and six months ended June 30, 2023 and 2022.
Income Taxes
Under ASC 740, “
Income Taxes
,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of the enactment date. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be
more-likely-than-not
to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time.
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU
2020-06,
Debt – Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) (“ASU
2020-06”).
ASU
2020-06
simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The Company’s
adoption of ASU 2020-06
on January 1, 2022 did not have a material impact on the Company’s condensed financial statements.
v3.23.2
Public Offering
 6 Months Ended
Jun. 30, 2023
Public Offering [Abstract]  
Public Offering
3. Public Offering
The registration statement for the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission on August 11, 2021. The Sponsor purchased an aggregate of 4,666,667 Private Placement Warrants at a purchase price of $1.50 per warrant, or $7,000,000 in the aggregate, in a private placement on the Close Date (the “Private Placement.”)
In its Public Offering, the Company sold 25,000,000 Units at a price of $10.00 per Unit.
At the Close Date, $250,000,000 was deposited in the Trust Account, representing total proceeds of $257,000,000 from the Public Offering and the Private Placement, net of underwriting discounts of $5,000,000 and funds designated for operational use of $2,000,000.
The Company paid an underwriting discount of 2.00% of the gross proceeds of the Public Offering, or $5,000,000, to the underwriters at the Close Date, with an additional fee (the “Deferred Discount”) of 3.50% of the gross proceeds of the Public Offering, or $8,750,000, payable upon the Company’s completion of a Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes a Business Combination. The underwriters are not entitled to receive any of the interest earned on Trust Account funds that would be used to pay the Deferred Discount.
 
v3.23.2
Related Party Transactions
 6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
Related Party Transactions
4. Related Party Transactions
Founder Shares
On May 3, 2021, the Sponsor purchased 20,000,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.001 per share. The purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the number of Founder Shares issued.
On August 6, 2021, the Sponsor transferred 40,000 Founder Shares to each of the Company’s independent directors (together, with the Sponsor, the “Initial Shareholders”) at a purchase price of approximately $0.004 per share. On August 11, 2021, the Sponsor forfeited 12,812,500 Founder Shares for no consideration. On September 25, 2021, on the expiration of the underwriters’ over-allotment option, the Sponsor forfeited 937,500 Founder Shares for no consideration.
As of June 30, 2023, there were 6,250,000 Founder Shares outstanding.
The Founder Shares are identical to the Class A ordinary shares included in the Units sold in the Public Offering except that:
 
  •  
only holders of the Founder Shares have the right to vote on the election of directors prior to the Business Combination;
 
  •  
the Founder Shares are subject to certain transfer restrictions, as described in more detail below;
 
  •  
the initial shareholders and the Company’s officers and directors entered into a letter agreement with the Company, pursuant to which they have agreed (i) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the Business Combination within 24 months from the Public Offering. If the Company submits the Business Combination to the Public Shareholders for a vote, the initial shareholders have agreed, pursuant to such letter agreement, to vote their Founder Shares and any Public Shares purchased during or after the Public Offering in favor of the Business Combination; and
 
  •  
the Founder Shares are automatically convertible into Class A ordinary shares on the first business day following the completion of the Business Combination on a
one-for-one
basis, subject to adjustment pursuant to certain anti-dilution rights.
Additionally, the Sponsor and initial shareholders agreed not to transfer, assign or sell any of its Founder Shares until the earlier of (i) one year after the completion of the Business Combination or (ii) subsequent to the Business Combination, if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after the Business Combination or (iii) the date following the completion of the Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property (the “Lock Up Period”).
Private Placement Warrants
On the Close Date, the Sponsor purchased from the Company 4,666,667 Private Placement Warrants at a purchase price of $1.50 per warrant, or $7,000,000 in the aggregate. Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share, subject to adjustment. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account. The Private Placement Warrants will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units being sold in the Public Offering. The Sponsor, or its permitted transferees, will have the option to exercise the Private Placement Warrants on a cashless basis. The Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the Business Combination.
If the Company does not complete the Business Combination within 24 months from the closing of the Public Offering, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Company’s Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.
 
Registration Rights
Holders of the Founder Shares and Private Placement Warrants are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to other registration statements filed by the Company subsequent to its completion of the Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock Up Period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Indemnity
The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company discussed entering into a transaction agreement, reduces the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such eventuality as the Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Independent Financial Advisory Services
In connection with the Public Offering, TPG Capital BD, LLC, an affiliate of the Company, acted as the Company’s independent financial advisor as defined under FINRA Rule 5110(j)(9), to provide independent financial consulting services, consisting of a review of deal structure and terms and related structuring advice in connection with the Public Offering, for which it received a fee of $750,000, which was paid on the Close Date. TPG Capital BD, LLC was engaged to represent the Company’s interests only and is independent of the underwriters. TPG Capital BD, LLC did not act as an underwriter in the Public Offering and did not sell or offer to sell any securities in the Public Offering, nor did it identify or solicit potential investors in the Public Offering.
Related Party Note Payable
On August 6, 2021 the Company’s Sponsor loaned the Company $750,000 under an unsecured promissory note. The funds were used to pay up front expenses associated with the Public Offering. The note was
non-interest
bearing and was repaid in full to the Sponsor at the Close Date.
On November 5, 2021 the Company’s Sponsor loaned the Company $2,000,000 under the November 2, 2021 unsecured promissory note discussed below under “
Commitment Letter
”. The note is
non-interest
bearing. The funds are intended for operating costs and expenses associated with the search for a Business Combination.
Administrative Services Agreement
On the Close Date, the Company entered into an agreement to pay $50,000 a month for office space, administrative and support services to an affiliate of the Sponsor, and will terminate the agreement upon the earlier of a Business Combination or the liquidation of the Company. For each of the three and six months ended June 30, 2023 and 2022, the Company incurred expenses of $150,000 and $300,000, respectively, under this agreement.
Commitment Letter
Effective August 19, 2021, the Sponsor entered into a commitment letter in which it committed to lending funds, if needed, to the Company to timely satisfy any of the Company’s financial obligations or debt service requirements through October 31, 2023,
and further to defer any required repayment of existing loans, or any loans made during the period from the Close Date to October 31, 2023, until after October 31, 2023.
 
Effective November 2, 2021, the Company entered into a promissory note in which the Sponsor committed to lending up to $
7,000,000
, if needed, to the Company to timely satisfy any of the Company’s financial obligations or debt service requirements through
August 16, 2023
, and further to defer any required repayment of existing loans, or any loans made during the period from the Close Date to August 16, 2023, until the earlier of the consummation of a Business Combination or August 16, 2023.
v3.23.2
Investments Held in Trust Account
 6 Months Ended
Jun. 30, 2023
Assets Held-in-trust [Abstract]  
Investments Held in Trust Account
5. Investments Held in Trust Account
Gross proceeds of $250,000,000 and $7,000,000 from the Public Offering and the sale of the Private Placement Warrants, respectively, less underwriting discounts of $5,000,000; and funds of $2,000,000 designated to pay the Company’s accrued formation and offering costs, ongoing administrative and acquisition search costs, plus repay notes payable of $750,000 to the Sponsor at the Close Date were placed in the Trust Account at the Close Date.
At June 30, 2023 and December 31, 2022, the balance of funds held in the Trust Account was $259,370,188 and $253,635,404. respectively.
v3.23.2
Deferred Underwriting Compensation
 6 Months Ended
Jun. 30, 2023
Deferred Underwriting Compensations [Abstract]  
Deferred Underwriting Compensation
6. Deferred Underwriting Compensation
The Company is committed to pay the Deferred Discount of 3.50% of the gross proceeds of the Public Offering, or $8,750,000, to the underwriters upon the Company’s completion of a Business Combination. The underwriters are not entitled to receive any of the interest earned on Trust Account funds that would be used to pay the Deferred Discount, and no Deferred Discount is payable to the underwriters if a Business Combination is not completed within 24 months after the Close Date.
v3.23.2
Shareholder's Deficit
 6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
Shareholder's Deficit
7. Shareholder’s Deficit
Class A Ordinary Shares
The Company is currently authorized to issue 500,000,000 Class A ordinary shares. Depending on the terms of a potential Business Combination, the Company may be required to increase the number of authorized Class A ordinary shares at the same time as its shareholders vote on the Business Combination to the extent the Company seeks shareholder approval in connection with its Business Combination. Holders of Class A ordinary shares are entitled to one vote for each share with the exception that only holders of Class F ordinary shares have the right to vote on the election of directors prior to the completion of a Business Combination, subject to adjustment as provided in the Company’s amended and restated memorandum and articles of association. At June 30, 2023 and December 31, 2022, there were 25,000,000 Class A ordinary shares issued and outstanding, of which 25,000,000 shares were subject to possible redemption and were classified at their redemption value outside of shareholders’ deficit at the balance sheet.
Founder Shares
The Company is currently authorized to issue 50,000,000 Class F ordinary shares. At June 30, 2023 and December 31, 2022, there were 6,250,000 Class F ordinary shares (Founder Shares) issued and outstanding
Preferred Shares
The Company is authorized to issue 5,000,000 preferred shares. The Company’s board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors is able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. At June 30, 2023 and December 31, 2022, there were no preferred shares issued or outstanding.
Dividend Policy
The Company has not paid and does not intend to pay any cash dividends on its ordinary shares prior to the completion of the Business Combination. Additionally, the Company’s board of directors does not contemplate or anticipate declaring any stock dividends in the foreseeable future.
v3.23.2
Fair Value Measurements
 6 Months Ended
Jun. 30, 2023
Fair Value Disclosures [Abstract]  
Fair Value Measurements
8. Fair Value Measurements
The following table presents information about the Company’s derivative liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
 
 
  
As of June 30, 2023
 
 
  
Level 1
 
  
Level 2
 
  
Level 3
 
  
Total
 
Liabilities:
  
  
  
  
Warrants
    $ 750,000      $ —        $ —        $ 750,000  
Private Placement Warrants
      —          420,000        —          420,000  
    
 
 
     
 
 
     
 
 
     
 
 
  
Total
   
$
750,000
 
   
$
420,000
 
   
$
—  
 
   
$
1,170,000
 
    
 
 
     
 
 
     
 
 
     
 
 
  
 
 
  
As of December 31, 2022
 
 
  
Level 1
 
  
Level 2
 
  
Level 3
 
  
Total
 
Liabilities:
  
  
  
  
Warrants
    $ 666,667      $ —        $ —        $ 666,667  
Private Placement Warrants
      —          373,333        —          373,333  
    
 
 
     
 
 
     
 
 
     
 
 
  
Total
   
$
666,667
 
   
$
373,333
 
   
$
—  
 
   
$
1,040,000
 
    
 
 
     
 
 
     
 
 
     
 
 
  
The following table presents the changes in the fair value of the Company’s derivative liabilities that are measured at fair value for the three and six months ended June 30, 2023 and 2022.
 
 
  
Warrants
 
  
Private Placement
Warrants
 
  
Total
 
Liabilities:
  
  
  
Fair value at March 31, 2023
    $ 1,416,667     $ 793,333     $ 2,210,000  
Change in fair value
      (666,667 )
 
     (373,333 )
 
     (1,040,000 )
 
    
 
 
    
 
 
    
 
 
  
Fair value at June 30, 2023
   
$
750,000
 
  
$
420,000
 
  
$
1,170,000
 
    
 
 
    
 
 
    
 
 
  
Liabilities:
                         
Fair value at December 31, 2022
    $ 666,667     $ 373,333     $ 1,040,000  
Change in fair value
      83,333       46,667       130,000  
    
 
 
    
 
 
    
 
 
  
Fair value at June 30, 2023
   
$
750,000
 
  
$
420,000
 
  
$
1,170,000
 
    
 
 
    
 
 
    
 
 
  
 
 
  
Warrants
 
  
Private Placement
Warrants
 
  
Total
 
Liabilities:
  
  
  
Fair value at March 31, 2022
    $ 3,500,000     $ 1,960,000     $ 5,460,000  
Change in fair value
      (1,916,667 )      (1,073,333 )      (2,990,000 ) 
    
 
 
    
 
 
    
 
 
  
Fair value at June 30, 2022
   
$
1,583,333
 
  
$
886,667
 
  
$
2,470,000
 
    
 
 
    
 
 
    
 
 
  
Liabilities:
                         
Fair value at December 31, 2021
    $ 5,833,333     $ 3,266,667     $ 9,100,000  
Change in fair value
      (4,250,000 )      (2,380,000 )      (6,630,000 ) 
    
 
 
    
 
 
    
 
 
  
Fair value at June 30, 2022
   
$
1,583,333
 
  
$
886,667
 
  
$
2,470,000
 
    
 
 
    
 
 
    
 
 
  
The Company did not hold any Level 3 financial instruments as of June 30, 2023 and December 31, 2022 or during the three and six months ended June 30, 2023 and 2022.
v3.23.2
Subsequent Events
 6 Months Ended
Jun. 30, 2023
Subsequent Events [Abstract]  
Subsequent Events
9. Subsequent Events
Management has performed an evaluation of subsequent events through the date of issuance of the condensed financial statements, noting no subsequent events which require adjustment or disclosure.
v3.23.2
Summary of Significant Accounting Policies (Policies)
 6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position at June 30, 2023 and December 31, 2022 and the results of operations and cash flows for the periods presented.
Emerging Growth Company
Emerging Growth Company
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 Securities Exchange Act of 1934, as amended) 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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
Cash
Cash
Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have any cash equivalents as of June 30, 2023 or December 31, 2022.
Concentration of Credit Risk
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Financial Instruments
Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “
Fair Value Measurements and Disclosures
,” approximates the carrying amounts represented in the balance sheet due to their short-term nature.
Fair Value Measurement
Fair Value Measurement
ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value.
The three levels of the fair value hierarchy under ASC 820 are as follows:
Level 1 – Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used.
Level 2 – Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3 – Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation.
In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment.
Derivative Liabilities
Derivative Liabilities
The Company evaluated the Warrants (as defined below in Note 3 – Public Offering) and Private Placement Warrants (as defined below in Note 4 – Related Party Transactions) (collectively, “Warrant Securities”) in accordance with ASC
815-40,
“Derivatives and Hedging – Contracts in Entity’s Own Equity”, and concluded that the Warrant Securities could not be accounted for as components of equity. As the Warrant Securities meet the definition of a derivative in accordance with ASC 815, the Warrant Securities are recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (the Close Date) and remeasured at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statement of Operations in the period of change.
In addition to the publicly traded warrant price, the following inputs for the valuation models used to calculate the fair value of the Warrant Securities were as follows,
 
    
June 30, 2023
    
December 31, 2022
  
Implied volatility
      7 %      6 % 
Risk-free interest rate
      4.04 %      3.90 % 
Instrument exercise price for one Class A ordinary share
    $ 11.50     $ 11.50  
Expected term
      5.1
 
years		       5.6 years  
Redeemable Ordinary Shares
Redeemable Ordinary Shares
All of the 25,000,000 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC
480-10-S99,
redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional
paid-in
capital and accumulated deficit.
 
Use of Estimates
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Offering Costs
Offering Costs
The Company complies with the requirements of ASC
340-10-S99-1
and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering”. The Company incurred offering costs allocated to the Class A ordinary shares contained in the Units sold in connection with the Public Offering primarily consisting of underwriter discounts, accounting and legal services, securities registration expenses and exchange listing fees. Offering costs of $14,188,153 allocated to the issuance and sale of the Class A ordinary shares contained in the Units were charged to temporary equity, and offering costs of $709,408 allocated to the issuance and sale of the warrants included in the Units were expensed.
Net Income (Loss) per Ordinary Share
Net Income (Loss) per Ordinary Share
The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, “
Earnings Per Share
”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period as calculated using the treasury stock method. As of June 30, 2023 and 2022, the Company had outstanding warrants and Private Placement Warrants to purchase up to 13,000,000 Class A ordinary shares. The weighted average of these shares was excluded from the calculation of diluted net income (loss) per ordinary share since the exercise of these instruments is contingent upon the occurrence of future events. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share.
As of June 30, 2023 and 2022, the Company had two classes of ordinary shares, Class A ordinary shares and Class F ordinary shares. For the three and six months ended June 30, 2023 and 2022, earnings are shared pro rata between the two classes of ordinary shares as follows:
 
 
  
For the Three Months Ended
June 30, 2023
 
  
For the Three Months Ended
June 30, 2022
 
 
  
Class A
 
  
Class F
 
  
Class A
 
  
Class F
 
Basic and diluted net income (loss) per ordinary share:
  
  
  
  
Numerator:
  
  
  
  
Allocation of net income
    $
2,983,198
      $
745,800
      $ 2,394,898      $ 598,724  
Accretion of Class A ordinary shares subject to possible redemption
     
—  
       
(3,022,875
)
 		      —          (346,962 ) 
    
 
 
     
 
 
     
 
 
     
 
 
  
     $
2,983,198
      $
(2,277,075
)
 		    $ 2,394,898      $ 251,762  
    
 
 
     
 
 
     
 
 
     
 
 
  
Denominator:
                                    
Weighted average ordinary shares outstanding:
      25,000,000        6,250,000        25,000,000        6,250,000  
Basic and diluted net income (loss) per ordinary share
    $ 0.12      $ (0.36 )     $ 0.10      $ 0.04  
 
 
  
For the Six Months Ended
June 30, 2023
 
  
For the Six Months Ended
June 30, 2022
 
 
  
      Class A      
 
  
      Class F      
 
  
      Class A      
 
  
      Class F      
 
Basic and diluted net income (loss) per ordinary share:
  
  
  
  
Numerator:
  
  
  
  
Allocation of net income
    $ 3,904,559      $ 976,140      $ 4,972,071      $ 1,243,018  
Accretion of Class A ordinary shares subject to possible redemption
      —          (5,734,784 )      —          (346,962 ) 
    
 
 
     
 
 
     
 
 
     
 
 
  
     $ 3,904,559      $ (4,758,644 )    $ 4,972,071      $ 896,056  
    
 
 
     
 
 
     
 
 
     
 
 
  
Denominator:
                                    
Weighted average ordinary shares outstanding:
      25,000,000        6,250,000        25,000,000        6,250,000  
Basic and diluted net income (loss) per ordinary share
    $ 0.16      $ (0.76 )     $ 0.20      $ 0.14  
Stock-Based Compensation Expense
The Company accounts for stock-based compensation expense in accordance with ASC 718, “Compensation – Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred.
Stock-Based Compensation Expense
The Company’s Class F ordinary shares were issued subject to a performance condition, namely the occurrence of a Business Combination. This market condition is considered in determining the grant date fair value of these instruments using Monte Carlo simulation. Compensation expense related to the Class F ordinary shares is recognized only when the performance condition is probable of occurrence, or more specifically when a Business Combination is consummated. Therefore, no stock-based compensation expense has been recognized during the three and six months ended June 30, 2023 and 2022.
Income Taxes
Income Taxes
Under ASC 740, “
Income Taxes
,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of the enactment date. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be
more-likely-than-not
to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time.
Recent Accounting Pronouncements
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU
2020-06,
Debt – Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) (“ASU
2020-06”).
ASU
2020-06
simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The Company’s
adoption of ASU 2020-06
on January 1, 2022 did not have a material impact on the Company’s condensed financial statements.
v3.23.2
Summary of Significant Accounting Policies (Tables)
 6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Schedule of Key Ranges of Inputs for Valuation Models used to Calculate Fair Value of Warrant Securities
In addition to the publicly traded warrant price, the following inputs for the valuation models used to calculate the fair value of the Warrant Securities were as follows,
 
    
June 30, 2023
    
December 31, 2022
  
Implied volatility
      7 %      6 % 
Risk-free interest rate
      4.04 %      3.90 % 
Instrument exercise price for one Class A ordinary share
    $ 11.50     $ 11.50  
Expected term
      5.1
 
years		       5.6 years  
Summary of Earnings Shared Pro Rata Between Two Classes of Ordinary Shares
As of June 30, 2023 and 2022, the Company had two classes of ordinary shares, Class A ordinary shares and Class F ordinary shares. For the three and six months ended June 30, 2023 and 2022, earnings are shared pro rata between the two classes of ordinary shares as follows:
 
 
  
For the Three Months Ended
June 30, 2023
 
  
For the Three Months Ended
June 30, 2022
 
 
  
Class A
 
  
Class F
 
  
Class A
 
  
Class F
 
Basic and diluted net income (loss) per ordinary share:
  
  
  
  
Numerator:
  
  
  
  
Allocation of net income
    $
2,983,198
      $
745,800
      $ 2,394,898      $ 598,724  
Accretion of Class A ordinary shares subject to possible redemption
     
—  
       
(3,022,875
)
 		      —          (346,962 ) 
    
 
 
     
 
 
     
 
 
     
 
 
  
     $
2,983,198
      $
(2,277,075
)
 		    $ 2,394,898      $ 251,762  
    
 
 
     
 
 
     
 
 
     
 
 
  
Denominator:
                                    
Weighted average ordinary shares outstanding:
      25,000,000        6,250,000        25,000,000        6,250,000  
Basic and diluted net income (loss) per ordinary share
    $ 0.12      $ (0.36 )     $ 0.10      $ 0.04  
 
 
  
For the Six Months Ended
June 30, 2023
 
  
For the Six Months Ended
June 30, 2022
 
 
  
      Class A      
 
  
      Class F      
 
  
      Class A      
 
  
      Class F      
 
Basic and diluted net income (loss) per ordinary share:
  
  
  
  
Numerator:
  
  
  
  
Allocation of net income
    $ 3,904,559      $ 976,140      $ 4,972,071      $ 1,243,018  
Accretion of Class A ordinary shares subject to possible redemption
      —          (5,734,784 )      —          (346,962 ) 
    
 
 
     
 
 
     
 
 
     
 
 
  
     $ 3,904,559      $ (4,758,644 )    $ 4,972,071      $ 896,056  
    
 
 
     
 
 
     
 
 
     
 
 
  
Denominator:
                                    
Weighted average ordinary shares outstanding:
      25,000,000        6,250,000        25,000,000        6,250,000  
Basic and diluted net income (loss) per ordinary share
    $ 0.16      $ (0.76 )     $ 0.20      $ 0.14  
v3.23.2
Fair Value Measurements (Tables)
 6 Months Ended
Jun. 30, 2023
Fair Value Disclosures [Abstract]  
Schedule of Derivative Liabilities Measured at Fair Value on Recurring Basis
The following table presents information about the Company’s derivative liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
 
 
  
As of June 30, 2023
 
 
  
Level 1
 
  
Level 2
 
  
Level 3
 
  
Total
 
Liabilities:
  
  
  
  
Warrants
    $ 750,000      $ —        $ —        $ 750,000  
Private Placement Warrants
      —          420,000        —          420,000  
    
 
 
     
 
 
     
 
 
     
 
 
  
Total
   
$
750,000
 
   
$
420,000
 
   
$
—  
 
   
$
1,170,000
 
    
 
 
     
 
 
     
 
 
     
 
 
  
 
 
  
As of December 31, 2022
 
 
  
Level 1
 
  
Level 2
 
  
Level 3
 
  
Total
 
Liabilities:
  
  
  
  
Warrants
    $ 666,667      $ —        $ —        $ 666,667  
Private Placement Warrants
      —          373,333        —          373,333  
    
 
 
     
 
 
     
 
 
     
 
 
  
Total
   
$
666,667
 
   
$
373,333
 
   
$
—  
 
   
$
1,040,000
 
    
 
 
     
 
 
     
 
 
     
 
 
  
Schedule of Changes in Fair Value of Derivative Liabilities
The following table presents the changes in the fair value of the Company’s derivative liabilities that are measured at fair value for the three and six months ended June 30, 2023 and 2022.
 
 
  
Warrants
 
  
Private Placement
Warrants
 
  
Total
 
Liabilities:
  
  
  
Fair value at March 31, 2023
    $ 1,416,667     $ 793,333     $ 2,210,000  
Change in fair value
      (666,667 )
 
     (373,333 )
 
     (1,040,000 )
 
    
 
 
    
 
 
    
 
 
  
Fair value at June 30, 2023
   
$
750,000
 
  
$
420,000
 
  
$
1,170,000
 
    
 
 
    
 
 
    
 
 
  
Liabilities:
                         
Fair value at December 31, 2022
    $ 666,667     $ 373,333     $ 1,040,000  
Change in fair value
      83,333       46,667       130,000  
    
 
 
    
 
 
    
 
 
  
Fair value at June 30, 2023
   
$
750,000
 
  
$
420,000
 
  
$
1,170,000
 
    
 
 
    
 
 
    
 
 
  
 
 
  
Warrants
 
  
Private Placement
Warrants
 
  
Total
 
Liabilities:
  
  
  
Fair value at March 31, 2022
    $ 3,500,000     $ 1,960,000     $ 5,460,000  
Change in fair value
      (1,916,667 )      (1,073,333 )      (2,990,000 ) 
    
 
 
    
 
 
    
 
 
  
Fair value at June 30, 2022
   
$
1,583,333
 
  
$
886,667
 
  
$
2,470,000
 
    
 
 
    
 
 
    
 
 
  
Liabilities:
                         
Fair value at December 31, 2021
    $ 5,833,333     $ 3,266,667     $ 9,100,000  
Change in fair value
      (4,250,000 )      (2,380,000 )      (6,630,000 ) 
    
 
 
    
 
 
    
 
 
  
Fair value at June 30, 2022
   
$
1,583,333
 
  
$
886,667
 
  
$
2,470,000
 
    
 
 
    
 
 
    
 
 
  
v3.23.2
Organization and Business Operations - Additional Information (Details) - USD ($)
 6 Months Ended 27 Months Ended
Aug. 16, 2021
May 03, 2021
Jun. 30, 2023
Jun. 30, 2023
Dec. 31, 2022
Aug. 06, 2021
Schedule Of Organization And Business Operations [Line Items]            
Entity incorporation date     Apr. 12, 2021      
Shares sold, price per share     $ 10 $ 10    
Assets     $ 259,516,986 $ 259,516,986 $ 254,624,832  
Proceeds from sale of Units in initial public offering $ 250,000,000   250,000,000      
Proceeds from sale of Private Placement Warrants to Sponsor 7,000,000   7,000,000      
Underwriting discounts     5,000,000      
Cash     $ 21,183 $ 21,183 $ 678,163  
Repay notes payable $ 750,000          
Percentage obligation to redeem public shares     100.00%      
Trust account amount, price per public share     $ 10 $ 10    
Business combination condition, description     The Company has 24 months from the Close Date to complete its Business Combination. If the Company does not complete a Business Combination within this period, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds in the Trust Account and not previously released to the Company to pay its 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 Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The initial shareholders and the Company’s officers and directors have entered into a letter agreement with the      
Minimum            
Schedule Of Organization And Business Operations [Line Items]            
Percentage of trust account balance equal to target businesses fair market value     80.00%      
Intangible assets net of deferred underwriting commission     $ 5,000,001 $ 5,000,001    
Maximum            
Schedule Of Organization And Business Operations [Line Items]            
Net interest to pay dissolution expenses     $ 100,000      
Private Placement Warrants            
Schedule Of Organization And Business Operations [Line Items]            
Sale price per warrant     $ 1.5 $ 1.5    
Initial Public Offering            
Schedule Of Organization And Business Operations [Line Items]            
Shares issued 25,000,000          
Shares sold, price per share $ 10          
Underwriting discounts $ 5,000,000          
Private Placement            
Schedule Of Organization And Business Operations [Line Items]            
Cash $ 2,000,000          
AfterNext HealthTech Sponsor, Series LLC            
Schedule Of Organization And Business Operations [Line Items]            
Assets   $ 0        
Class F Ordinary Shares            
Schedule Of Organization And Business Operations [Line Items]            
Stock issued, value   25,000        
Ordinary shares, par value     0.0001 0.0001 $ 0.0001  
Class F Ordinary Shares | AfterNext HealthTech Sponsor, Series LLC            
Schedule Of Organization And Business Operations [Line Items]            
Stock issued, value   $ 25,000        
Shares issued   20,000,000        
Shares sold, price per share   $ 0.001       $ 0.004
Class A Ordinary Shares            
Schedule Of Organization And Business Operations [Line Items]            
Ordinary shares, par value     $ 0.0001 $ 0.0001 $ 0.0001  
Class A Ordinary Shares | Initial Public Offering            
Schedule Of Organization And Business Operations [Line Items]            
Shares issued       25,000,000    
Class A Ordinary Shares | AfterNext HealthTech Sponsor, Series LLC | Minimum            
Schedule Of Organization And Business Operations [Line Items]            
Shares sold, price per share           $ 12
v3.23.2
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)
 3 Months Ended 6 Months Ended 27 Months Ended
Aug. 16, 2021
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Summary Of Significant Accounting Policies [Line Items]            
Federal depository insurance coverage   $ 250,000   $ 250,000   $ 250,000
Offering costs allocated to issuance and sale of warrants $ 709,408          
Stock-based compensation expense   0 $ 0 0 $ 0  
Accrued interest and penalties   $ 0   $ 0   $ 0
Accounting Standards Update 2020-06            
Summary Of Significant Accounting Policies [Line Items]            
Change in Accounting Principle, Accounting Standards Update, Adoption Date   Jan. 01, 2022   Jan. 01, 2022   Jan. 01, 2022
Change in Accounting Principle, Accounting Standards Update, Adopted   true   true   true
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect   true   true   true
Class A Ordinary Shares            
Summary Of Significant Accounting Policies [Line Items]            
Offering costs allocated to issuance and sale of shares $ 14,188,153          
Class A Ordinary Shares            
Summary Of Significant Accounting Policies [Line Items]            
Number of shares warrants to purchase   13,000,000 13,000,000 13,000,000 13,000,000 13,000,000
Initial Public Offering            
Summary Of Significant Accounting Policies [Line Items]            
Shares issued 25,000,000          
Initial Public Offering | Class A Ordinary Shares            
Summary Of Significant Accounting Policies [Line Items]            
Shares issued           25,000,000
v3.23.2
Summary of Significant Accounting Policies - Schedule of Key Ranges of Inputs for Valuation Models used to Calculate Fair Value of Warrant Securities (Details)
Jun. 30, 2023
Dec. 31, 2022
Summary Of Significant Accounting Policies [Line Items]    
Fair value of warrant securities, term 5 years 1 month 6 days  
Measurement Input, Price Volatility    
Summary Of Significant Accounting Policies [Line Items]    
Fair value of warrant securities 7 6
Measurement Input, Risk Free Interest Rate    
Summary Of Significant Accounting Policies [Line Items]    
Fair value of warrant securities 4.04 3.9
Measurement Input, Exercise Price    
Summary Of Significant Accounting Policies [Line Items]    
Fair value of warrant securities 11.5 11.5
Measurement Input, Expected Term    
Summary Of Significant Accounting Policies [Line Items]    
Fair value of warrant securities, term   5 years 7 months 6 days
v3.23.2
Summary of Significant Accounting Policies - Summary of Earnings Shared Pro Rata Between Two Classes of Ordinary Shares (Details) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2022
Mar. 31, 2022
Jun. 30, 2023
Jun. 30, 2022
Summary Of Significant Accounting Policies [Line Items]            
Allocation of net income $ 3,728,998 $ 1,151,701 $ 2,993,622 $ 3,221,467 $ 4,880,699 $ 6,215,089
Class A Ordinary Shares            
Summary Of Significant Accounting Policies [Line Items]            
Allocation of net income 2,983,198   2,394,898   3,904,559 4,972,071
Accretion on Class A ordinary shares subject to possible redemption 0   0   0 0
Net income (loss) attributable to ordinary shares $ 2,983,198   $ 2,394,898   $ 3,904,559 $ 4,972,071
Weighted average ordinary shares outstanding, Basic 25,000,000   25,000,000   25,000,000 25,000,000
Weighted average ordinary shares outstanding, Diluted 25,000,000   25,000,000   25,000,000 25,000,000
Basic net income (loss) per ordinary share $ 0.12   $ 0.1   $ 0.16 $ 0.2
Diluted net income (loss) per ordinary share $ 0.12   $ 0.1   $ 0.16 $ 0.2
Class F Ordinary Shares            
Summary Of Significant Accounting Policies [Line Items]            
Allocation of net income $ 745,800   $ 598,724   $ 976,140 $ 1,243,018
Accretion on Class A ordinary shares subject to possible redemption (3,022,875)   (346,962)   (5,734,784) (346,962)
Net income (loss) attributable to ordinary shares $ (2,277,075)   $ 251,762   $ (4,758,644) $ 896,056
Weighted average ordinary shares outstanding, Basic 6,250,000   6,250,000   6,250,000 6,250,000
Weighted average ordinary shares outstanding, Diluted 6,250,000   6,250,000   6,250,000 6,250,000
Basic net income (loss) per ordinary share $ (0.36)   $ 0.04   $ (0.76) $ 0.14
Diluted net income (loss) per ordinary share $ (0.36)   $ 0.04   $ (0.76) $ 0.14
v3.23.2
Public Offering - Additional Information (Details) - USD ($)
 6 Months Ended
Aug. 16, 2021
Jun. 30, 2023
Subsidiary Sale Of Stock [Line Items]    
Initial offering period   The registration statement for the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission on August 11, 2021.
Private placement warrants issued 4,666,667  
Private placement warrants issued price per warrant $ 1.5  
Proceeds from sale of Private Placement Warrants to Sponsor $ 7,000,000 $ 7,000,000
Shares sold, price per share   $ 10
Public offering and private placement proceeds deposited in trust account 250,000,000  
Proceeds from issuance initial public offering and private placement warrants 257,000,000  
Underwriting discounts 5,000,000  
Funds designated for operational use $ 2,000,000  
Underwriting discount percentage on gross proceeds of public offering 2.00%  
Additional underwriting deferred discount payable $ 8,750,000  
Additional underwriting discount percentage on gross proceeds of public offering 3.50%  
Initial Public Offering    
Subsidiary Sale Of Stock [Line Items]    
Shares issued 25,000,000  
Shares sold, price per share $ 10  
v3.23.2
Related Party Transactions - Additional Information (Details) - USD ($)
 3 Months Ended 6 Months Ended 27 Months Ended
Nov. 05, 2021
Nov. 02, 2021
Sep. 25, 2021
Aug. 19, 2021
Aug. 16, 2021
Aug. 06, 2021
May 03, 2021
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Dec. 31, 2022
Related Party Transaction [Line Items]                          
Price per share               $ 10   $ 10   $ 10  
Private placement warrants issued         4,666,667                
Proceeds from sale of Private Placement Warrants to Sponsor         $ 7,000,000         $ 7,000,000      
Initial Public Offering                          
Related Party Transaction [Line Items]                          
Purchase of founder shares         25,000,000                
Price per share         $ 10                
Class F Ordinary Shares                          
Related Party Transaction [Line Items]                          
Aggregate purchase price             $ 25,000            
Common shares, shares outstanding               6,250,000   6,250,000   6,250,000 6,250,000
Class A Ordinary Shares                          
Related Party Transaction [Line Items]                          
Common shares, shares outstanding               0   0   0 0
Class A Ordinary Shares | Initial Public Offering                          
Related Party Transaction [Line Items]                          
Purchase of founder shares                       25,000,000  
AfterNext HealthTech Sponsor, Series LLC                          
Related Party Transaction [Line Items]                          
Financial advisory services fee $ 2,000,000                        
Related party transaction expense per month           $ 50,000              
Administrative service expense               $ 150,000 $ 300,000 $ 150,000 $ 300,000    
Sponsor commitment date   Aug. 16, 2023   Oct. 31, 2023                  
Sponsor committed maximum lending amount subject to satisfy debt service requirements   $ 7,000,000                      
AfterNext HealthTech Sponsor, Series LLC | Trust Account                          
Related Party Transaction [Line Items]                          
Price per share           $ 10              
AfterNext HealthTech Sponsor, Series LLC | Private Placement Warrants                          
Related Party Transaction [Line Items]                          
Private placement warrants issued         4,666,667                
Price per warrant         $ 1.5                
Proceeds from sale of Private Placement Warrants to Sponsor         $ 7,000,000                
Restriction to transfer or sell warrants, period         30 days                
AfterNext HealthTech Sponsor, Series LLC | Initial Public Offering                          
Related Party Transaction [Line Items]                          
Financial advisory services fee           $ 750,000              
AfterNext HealthTech Sponsor, Series LLC | Class F Ordinary Shares                          
Related Party Transaction [Line Items]                          
Purchase of founder shares             20,000,000            
Aggregate purchase price             $ 25,000            
Price per share           $ 0.004 $ 0.001            
Shares transferred           40,000              
Shares forfeited           12,812,500              
Forfeited value           $ 0              
Common shares, shares outstanding               6,250,000   6,250,000   6,250,000  
Restriction to transfer or sell founder shares, term           1 year              
AfterNext HealthTech Sponsor, Series LLC | Class F Ordinary Shares | Over-Allotment Option                          
Related Party Transaction [Line Items]                          
Shares forfeited on expiration of underwriters     937,500                    
AfterNext HealthTech Sponsor, Series LLC | Class A Ordinary Shares | Private Placement Warrants                          
Related Party Transaction [Line Items]                          
Price per share         $ 11.5                
AfterNext HealthTech Sponsor, Series LLC | Class A Ordinary Shares | Minimum                          
Related Party Transaction [Line Items]                          
Price per share           $ 12              
v3.23.2
Investments Held in Trust Account - Additional Information (Details) - USD ($)
 6 Months Ended
Aug. 16, 2021
Jun. 30, 2023
Dec. 31, 2022
Investments Held in Trust Account [Line Items]      
Proceeds from sale of Units in initial public offering $ 250,000,000 $ 250,000,000  
Proceeds from sale of Private Placement Warrants to Sponsor 7,000,000 7,000,000  
Underwriting discounts   5,000,000  
Cash   21,183 $ 678,163
Repay notes payable 750,000    
Investments held in trust account   $ 259,370,188 $ 253,635,404
Private Placement      
Investments Held in Trust Account [Line Items]      
Cash $ 2,000,000    
v3.23.2
Deferred Underwriting Compensation - Additional Information (Details)
 6 Months Ended
Jun. 30, 2023
USD ($)
Deferred Underwriting Compensations [Abstract]  
Percentage of deferred discount on gross proceeds 3.50%
Deferred discount payable upon completion of business combination $ 8,750,000
v3.23.2
Shareholder's Deficit - Additional Information (Details) - USD ($)
 6 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Class Of Stock [Line Items]    
Temporary equity shares subject to possible redemption 25,000,000 25,000,000
Preferred shares, authorized 5,000,000 5,000,000
Preferred shares, issued 0 0
Preferred shares, outstanding 0 0
Cash dividends $ 0  
Class A Ordinary Shares    
Class Of Stock [Line Items]    
Ordinary shares, authorized 500,000,000 500,000,000
Ordinary shares, voting rights Holders of Class A ordinary shares are entitled to one vote for each share with the exception that only holders of Class F ordinary shares have the right to vote on the election of directors prior to the completion of a Business Combination, subject to adjustment as provided in the Company’s amended and restated memorandum and articles of association.  
Temporary equity and common stock, shares issued   25,000,000
Temporary equity and common stock, shares outstanding   25,000,000
Temporary equity shares subject to possible redemption 25,000,000 25,000,000
Ordinary shares, issued 0 0
Ordinary shares, outstanding 0 0
Class F Ordinary Shares    
Class Of Stock [Line Items]    
Ordinary shares, authorized 50,000,000 50,000,000
Ordinary shares, issued 6,250,000 6,250,000
Ordinary shares, outstanding 6,250,000 6,250,000
v3.23.2
Fair Value Measurements - Schedule of Derivative Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($)
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Jun. 30, 2022
Mar. 31, 2022
Dec. 31, 2021
Liabilities:            
Derivative liabilities $ 1,170,000 $ 2,210,000 $ 1,040,000 $ 2,470,000 $ 5,460,000 $ 9,100,000
Redeemable Warrants            
Liabilities:            
Derivative liabilities 750,000 1,416,667 666,667 1,583,333 3,500,000 5,833,333
Private Placement Warrants            
Liabilities:            
Derivative liabilities 420,000 $ 793,333 373,333 $ 886,667 $ 1,960,000 $ 3,266,667
Recurring            
Liabilities:            
Derivative liabilities 1,170,000   1,040,000      
Recurring | Redeemable Warrants            
Liabilities:            
Derivative liabilities 750,000   666,667      
Recurring | Private Placement Warrants            
Liabilities:            
Derivative liabilities 420,000   373,333      
Recurring | Level 1            
Liabilities:            
Derivative liabilities 750,000   666,667      
Recurring | Level 1 | Redeemable Warrants            
Liabilities:            
Derivative liabilities 750,000   666,667      
Recurring | Level 2            
Liabilities:            
Derivative liabilities 420,000   373,333      
Recurring | Level 2 | Private Placement Warrants            
Liabilities:            
Derivative liabilities $ 420,000   $ 373,333      
v3.23.2
Fair Value Measurements - Schedule of Changes in Fair Value of Derivative Liabilities (Details) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Liabilities:        
Fair value at beginning of period $ 2,210,000 $ 5,460,000 $ 1,040,000 $ 9,100,000
Change in fair value (1,040,000) (2,990,000) 130,000 (6,630,000)
Fair value at end of period 1,170,000 2,470,000 1,170,000 2,470,000
Redeemable Warrants        
Liabilities:        
Fair value at beginning of period 1,416,667 3,500,000 666,667 5,833,333
Change in fair value (666,667) (1,916,667) 83,333 (4,250,000)
Fair value at end of period 750,000 1,583,333 750,000 1,583,333
Private Placement Warrants        
Liabilities:        
Fair value at beginning of period 793,333 1,960,000 373,333 3,266,667
Change in fair value (373,333) (1,073,333) 46,667 (2,380,000)
Fair value at end of period $ 420,000 $ 886,667 $ 420,000 $ 886,667
v3.23.2
Fair Value Measurements - Additional Information (Details) - USD ($)
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Jun. 30, 2022
Mar. 31, 2022
Dec. 31, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]            
Financial instruments $ 1,170,000 $ 2,210,000 $ 1,040,000 $ 2,470,000 $ 5,460,000 $ 9,100,000
Level 3            
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]            
Financial instruments $ 0   $ 0 $ 0    
AfterNext HealthTech Acq... (NYSE:AFTR)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more AfterNext HealthTech Acq... Charts.
AfterNext HealthTech Acq... (NYSE:AFTR)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more AfterNext HealthTech Acq... Charts.