| | | | | 1 | | | |
| | | | | 34 | | | |
| | | | | 78 | | | |
| | | | | 82 | | | |
| | | | | 83 | | | |
| | | | | 85 | | | |
| | | | | 91 | | | |
| | | | | 116 | | | |
| | | | | 124 | | | |
| | | | | 126 | | | |
| | | | | 129 | | | |
| | | | | 150 | | | |
| | | | | 162 | | | |
| | | | | 172 | | | |
| | | | | 172 | | | |
| | | | | 172 | | | |
| | | | | F-1 | | |
| | |
June 30, 2023
|
| |||||||||
| | |
Actual
|
| |
As Adjusted
|
| ||||||
Balance Sheet Data | | | | | | | | | | | | | |
Working capital (deficiency)(1)
|
| | | $ | (3,349,505) | | | | | $ | 2,577,363 | | |
Total assets(2)
|
| | | $ | 992,415 | | | | | $ | 103,081,968 | | |
Total liabilities(3)
|
| | | $ | 3,550,982 | | | | | $ | 3,660,091 | | |
Value of Class A ordinary shares subject to possible redemption(4)
|
| | | $ | — | | | | | $ | 100,500,000 | | |
Shareholders’ equity (deficit)(5)
|
| | | $ | (2,558,267) | | | | | $ | (1,078,123) | | |
|
Public shares(1)
|
| | | | 10,000,000 | | |
|
Founder shares(1)
|
| | | | 6,422,078 | | |
|
Total shares(1)
|
| | | | 16,422,078 | | |
|
Total funds in trust available for initial business combination (after deferred underwriting commissions)
|
| | | $ | 97,000,000 | | |
|
Initial implied value per public share
|
| | | $ | 10.05 | | |
|
Implied value per share upon consummation of initial business combination
|
| | | $ | 5.91 | | |
Gross proceeds
|
| |
Without
Over-allotment Option |
| |
Over-allotment
Option Exercise |
| ||||||
Gross proceeds from units offered to public(1)
|
| | | $ | 100,000,000 | | | | | $ | 115,000,000 | | |
Gross proceeds from private placement warrants offered in the private placement
|
| | | $ | 8,490,535 | | | | | $ | 8,490,535 | | |
Total gross proceeds
|
| | | $ | 108,490,535 | | | | | $ | 123,490,535 | | |
Estimated offering expenses(2) | | | | | | | | | | | | | |
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3)
|
| | | $ | 2,000,000 | | | | | $ | 2,300,000 | | |
Legal fees and expenses
|
| | | $ | 400,000 | | | | | $ | 400,000 | | |
Printing and engraving expenses
|
| | | $ | 50,000 | | | | | $ | 50,000 | | |
Accounting/Auditing fees and expenses
|
| | | $ | 150,000 | | | | | $ | 150,000 | | |
SEC/FINRA Expenses
|
| | | $ | 30,423 | | | | | $ | 30,423 | | |
Initial Trustee Fee
|
| | | $ | 8,000 | | | | | $ | 8,000 | | |
Nasdaq listing and filing fees
|
| | | $ | 85,000 | | | | | $ | 85,000 | | |
Roadshow, Travel & other miscellaneous
|
| | | $ | 126,577 | | | | | $ | 126,577 | | |
Total estimated offering expenses (excluding underwriting commissions)
|
| | | $ | 850,000 | | | | | $ | 850,000 | | |
Proceeds after offering expenses
|
| | | $ | 105,640,535 | | | | | $ | 120,340,535 | | |
Held in trust account(3)
|
| | | $ | 100,500,000 | | | | | $ | 115,575,000 | | |
% of public offering size
|
| | | | 100.5% | | | | | $ | 100.5% | | |
Not held in trust account
|
| | | $ | 5,140,535 | | | | | $ | 4,765,535 | | |
| | |
Amount
|
| |
% of Total
|
| ||||||
Legal, accounting, due diligence, travel, and other expenses in connection with any
business combination(6) |
| | | $ | 500,000 | | | | | | 9.73% | | |
Legal and accounting fees related to regulatory reporting obligations
|
| | | $ | 150,000 | | | | | | 2.92% | | |
Director & Officer liability insurance premiums
|
| | | $ | 600,000 | | | | | | 11.67% | | |
Prepayment of office space and administrative fee to an affiliate of Sponsor (initially 36 months starting from August 2021) and other support services
|
| | | $ | 300,000 | | | | | | 5.84% | | |
Payments to officers, directors, and other consultants for their consulting service to
the company |
| | | $ | 3,000,000 | | | | | | 58.36% | | |
Working capital to cover miscellaneous expenses and reserves
|
| | | $ | 590,535 | | | | | | 11.49% | | |
Total
|
| | | $ | 5,140,535 | | | | | | 100.00% | | |
| | |
Without
Over-allotment |
| |
With
Over-allotment |
| ||||||
Public offering price
|
| | | $ | 10.00 | | | | | $ | 10.00 | | |
Net tangible book deficit before this offering
|
| | | | (0.49) | | | | | | (0.49) | | |
Increase attributable to public shareholders
|
| | | | 0.32 | | | | | | 0.22 | | |
Pro forma net tangible book value after this offering and the sale of the private placement warrants
|
| | | | (0.17) | | | | | | (0.27) | | |
Dilution to public shareholders
|
| | | $ | 10.17 | | | | | $ | 9.73 | | |
Percentage of dilution to public shareholders
|
| | | | 101.7% | | | | | | 97.4% | | |
| | |
Shares Purchased
|
| |
Total Consideration
|
| |
Average
Price per share |
| |||||||||||||||||||||
| | |
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
|
| ||||||||||||||||||
Class B Ordinary Shares(1)
|
| | | | 6,422,078 | | | | | | 39.1% | | | | | | 25,000 | | | | | | 0.02% | | | | | $ | 0.004 | | |
Public Shareholders
|
| | | | 10,000,000 | | | | | | 60.9% | | | | | | 100,000,000 | | | | | | 99.98% | | | | | $ | 10.00 | | |
| | | | | 16,422,078 | | | | | | 100.0% | | | | | | 100,025,000 | | | | | | 100.0% | | | | | | | | |
| | |
Without
Over-allotment |
| |
With
Over-allotment |
| ||||||
Numerator: | | | | | | | | | | | | | |
Net tangible book deficit before this offering
|
| | | $ | (3,349,505) | | | | | $ | (3,349,505) | | |
Net proceeds from this offering and the sale of the private placement warrants(1)
|
| | | | 105,640,535 | | | | | | 120,340,535 | | |
Plus offering costs paid in advance, excluded form tangible book value before this offering
|
| | | | 786,333 | | | | | | 786,333 | | |
Less underwriter over-allotment liability
|
| | | | (160,091) | | | | | | — | | |
Less Deferred underwriting commissions
|
| | | | (3,500,000) | | | | | | (4,025,000) | | |
Less Proceeds held in trust subject to redemption(2)
|
| | | | (100,500,000) | | | | | | (115,575,000) | | |
| | | | $ | (1,082,728) | | | | | $ | (1,822,637) | | |
Denominator: | | | | | | | | | | | | | |
Ordinary shares outstanding prior to this offering
|
| | | | 6,870,130 | | | | | | 6,870,130 | | |
Ordinary shares forfeited if overallotment is not exercised
|
| | | | (448,052) | | | | | | — | | |
Ordinary shares included in the units offered
|
| | | | 10,000,000 | | | | | | 11,500,000 | | |
Less: Ordinary shares subject to redemption
|
| | | | (10,000,000) | | | | | | (11,500,000) | | |
| | | | | 6,422,078 | | | | | | 6,870,130 | | |
| | |
As of June 30, 2023
|
| |||||||||
| | |
Actual
|
| |
As Adjusted(1)
|
| ||||||
Note payable to related party(2)
|
| | | | 3,250,000 | | | | | | — | | |
Advances from related party
|
| | | | | | | | | | — | | |
Deferred underwriting commissions
|
| | | | — | | | | | | 3,500,000 | | |
Underwriter over-allotment liability
|
| | | | — | | | | | | 160,091 | | |
Class A ordinary shares subject to redemption; $0.0001 par value, 500,000,000 shares authorized; 0 shares actual and 10,000,000 shares as adjusted(3)
|
| | | | — | | | | | | 100,500,000 | | |
Preference shares, $0.0001 par value, 5,000,000 shares authorized, actual and as
adjusted, respectively; none issued and outstanding, actual and as adjusted |
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized, -0- shares issued and outstanding (excluding -0- and 10,000,000 shares subject to 0, possible redemption), actual and as adjusted, respectively
|
| | | | — | | | | | | | | |
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 6,870,130 and 6,422,078 shares issued and outstanding, actual and as adjusted, respectively
|
| | | | 687 | | | | | | 642 | | |
Additional paid-in capital
|
| | | | 24,313 | | | | | | — | | |
Accumulated deficit
|
| | | | (2,583,567) | | | | | | (1,078,765) | | |
Total shareholders’ deficit
|
| | | | (2,558,567) | | | | | | (1,078,123) | | |
Total capitalization
|
| | | | 691,433 | | | | | | 103,081,968 | | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
|
Escrow of offering proceeds
|
| | $100,500,000 (or 115,575,000 if the over-allotment option is fully exercised) of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. | | | $87,525,000 of the offering proceeds, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker- dealer in which the broker- dealer acts as trustee for persons having the beneficial interests in the account. | |
|
Investment of net proceeds
|
| | $100,500,000 (or 115,575,000 if the over-allotment option is fully exercised) of the net proceeds of this offering and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury obligations with a maturity of 185 days or 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. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
|
Receipt of interest on escrowed funds
|
| | Interest income (if any) on proceeds from the trust account to be paid to shareholders is reduced by (i) any income taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | Interest income on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |
|
Limitation on fair value or net assets of target business
|
| | The Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of signing the agreement to enter into the initial business combination. If our securities are not then listed on the Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
|
Trading of securities issued
|
| |
The units will begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Nasdaq informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the over‑ allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option.
The units will automatically separate into their component parts and will not be traded after completion of our initial business combination.
|
| | No trading of the units or the underlying Class A ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
|
Exercise of the warrants
|
| | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and twelve months from the closing of this offering. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. | |
|
Election to remain an investor
|
| | We will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), if any, divided by the number of the then-outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by applicable law or stock exchange listing requirement to hold a shareholder vote. | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post- effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | | If we are not required by applicable law or stock exchange listing requirement and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting of the company are voted in favor of the business combination. A quorum for such meeting will be present if the holders of at least one-third of the issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association requires that at least five days’ notice will be given of any such shareholder meeting. | | | returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. | |
|
Business combination deadline
|
| | If we have not consummated an initial business combination within 21 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, | | | If an acquisition has not been completed within 21 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | | including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | | | | |
|
Release of funds
|
| |
Except for the withdrawal of interest income (if any) to pay our income taxes, if any, none of the funds held in trust will be released from the trust account until the earliest of:
(i) the completion of our initial business combination,
(ii) the redemption of our public shares if we have not consummated an initial business combination within 21 months from the closing of this offering, subject to applicable law, and
(iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 21 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.
|
| | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. | |
Name
|
| |
Age
|
| |
Position
|
|
James Rhee | | |
61
|
| | Chief Executive Officer, Chairman and Director | |
Ho Min (Jimmy) Kim | | |
52
|
| | Chief Finance Officer and Director | |
Kurtis Jang | | |
54
|
| | Chief Operating Officer and Director | |
Cuong Viet Do | | |
57
|
| | Director | |
Shin-Bae Kim | | |
68
|
| | Director | |
Willy Lan | | |
47
|
| | Director | |
Tony Ling | | |
49
|
| | Director | |
Catherine Mohr | | |
55
|
| | Director | |
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
James Rhee | | | SparkLabs Group(1) | | | Startup accelerator and venture capital | | | Partner | |
Kurtis Jang | | | SparkLabs Group(1) | | | Startup accelerator and venture capital | | | Partner | |
Ho Min (Jimmy) Kim | | | SparkLabs Group(1) | | | Startup accelerator and venture capital | | | Partner, CEO SparkLabs Korea | |
Cuong Viet Do | | | Bio Vie | | | Biotechnology | | | President, CEO and Director | |
Shin-Bae Kim | | | POSCO | | | Steel manufacturing | | | Director | |
Willy Lan | | | Cambium Grove Capital(1) | | | Asset management | | | Partner | |
Tony Ling | | | SparkLabs Taipei(1) | | | Startup accelerator | | | Venture Partner | |
Catherine Mohr | | |
Intuitive Surgical, Inc.
Intuitive Foundation
FINCA International
Carta Healthcare
|
| |
Surgical robotics
Nonprofit organization
Nonprofit organization
Director
|
| |
Vice President, Strategy
President
Director
Director
|
|
Name and Principal Position
|
| |
Paid Consulting
Fees ($) |
| |
Founder Shares
|
| |
Note
|
|
James Rhee
Chief Executive Officer |
| |
$441,666,67
|
| |
250,000
|
| |
$250,000 per annum with payment for service starting from May 1, 2021 and increase to $350,000 per annum since October 1, 2022
|
|
Ho Min (Jimmy) Kim
Chief Finance Officer |
| |
$26,613.00
|
| |
—
|
| |
$25,000 per annum with payment for service starting from December 8, 2021
|
|
Kurtis Jang
Chief Operating Officer |
| |
$270,000.00
|
| |
100,000
|
| |
$180,000 per annum with payment for service starting from July 1, 2021
|
|
Tony Ling
Independent Director |
| |
$79,839.00
|
| |
100,000
|
| |
$75,000 per annum with payment for service starting from December 8, 2021
|
|
Catherine Mohr
Independent Director |
| |
$79,839.00
|
| |
100,000
|
| |
$75,000 per annum with payment for service starting from December 8, 2021
|
|
Shin-Bae Kim
Independent Director |
| |
$79,839.00
|
| |
100,000
|
| |
$75,000 per annum with payment for service starting from December 8, 2021
|
|
Willy Lan
Independent Director |
| |
$79,839.00
|
| |
100,000
|
| |
$75,000 per annum with payment for service starting from December 8, 2021
|
|
Cuong Viet Do
Independent Director |
| |
$79,839.00
|
| |
100,000
|
| |
$75,000 per annum with payment for service starting from December 8, 2021
|
|
| | |
Numbering of Shares
Beneficially Owned(2) |
| |
Approximate
Percentage of Outstanding Ordinary Shares |
| ||||||||||||||||||
Name and Address of Beneficial Owner(1)
|
| |
Before
Offering |
| |
After
Offering |
| |
Before
Offering |
| |
After
Offering |
| ||||||||||||
SLG SPAC Fund LLC (our sponsor)(3)(4)
|
| | | | 6,020,130 | | | | | | 5,572,078 | | | | | | 87.63% | | | | | | 33.93% | | |
James Rhee
|
| | | | 250,000 | | | | | | 250,000 | | | | | | 3.64% | | | | | | 1.52% | | |
Ho Min (Jimmy) Kim(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kurtis Jang
|
| | | | 100,000 | | | | | | 100,000 | | | | | | 1.46% | | | | | | *% | | |
Cuong Viet Do
|
| | | | 100,000 | | | | | | 100,000 | | | | | | 1.46% | | | | | | *% | | |
Shin-Bae Kim
|
| | | | 100,000 | | | | | | 100,000 | | | | | | 1.46% | | | | | | *% | | |
Willy Lan
|
| | | | 100,000 | | | | | | 100,000 | | | | | | 1.46% | | | | | | *% | | |
Tong Ling
|
| | | | 100,000 | | | | | | 100,000 | | | | | | 1.46% | | | | | | *% | | |
Cathrine Mohr
|
| | | | 100,000 | | | | | | 100,000 | | | | | | 1.46% | | | | | | *% | | |
All officers and directors as a group (eight individuals)
|
| | | | 850,000 | | | | | | 850,000 | | | | | | 12.37% | | | | | | 5.18% | | |
Underwriters
|
| |
Number of
Units |
| |||
Cantor Fitzgerald & Co.
|
| | | | 10,000,000 | | |
Total
|
| | | | 10,000,000 | | |
| | |
Per Unit
|
| |
Total
|
| ||||||||||||||||||
| | |
Without
Over- allotment |
| |
With
Over- allotment |
| |
Without
Over- allotment |
| |
With
Over- allotment |
| ||||||||||||
Public Offering Price
|
| | | | 10.00 | | | | | | 10.00 | | | | | | 100,000,000 | | | | | | 115,000,000 | | |
Underwriting Discounts and Commissions paid by us(1)
|
| | | $ | 0.55 | | | | | $ | 0.55 | | | | | $ | 5,500,000 | | | | | $ | 6,325,000 | | |
Proceeds, before expenses, to us
|
| | | $ | 9.45 | | | | | $ | 9.45 | | | | | $ | 94,500,000 | | | | | $ | 108,675,000 | | |
| | |
Page
|
| |||
Financial Statements of Spark I Acquisition Corporation: | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-17 | | | |
| | | | F-18 | | | |
| | | | F-19 | | | |
| | | | F-20 | | | |
| | | | F-21 | | | |
| | | | F-22 | | |
| | |
June 30,
2023 |
| |
December 31,
2022 |
| ||||||
| | |
(unaudited)
|
| | | | | | | |||
ASSETS | | | | | | | | | | | | | |
Current Assets: | | | | | | | | | | | | | |
Cash
|
| | | $ | 96,212 | | | | | $ | 587,641 | | |
Prepaid expenses
|
| | | | 105,265 | | | | | | 87,500 | | |
Total Current Assets
|
| | | | 201,477 | | | | | | 675,141 | | |
Other assets
|
| | | | 4,605 | | | | | | — | | |
Deferred offering costs
|
| | | | 786,333 | | | | | | 629,358 | | |
Total Assets
|
| | | $ | 992,415 | | | | | $ | 1,304,499 | | |
LIABILITIES AND SHAREHOLDERS’ DEFICIT | | | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | | | |
Accrued expenses
|
| | | $ | 9,678 | | | | | $ | 20 | | |
Accrued offering costs
|
| | | | 291,304 | | | | | | 316,636 | | |
Promissory note payable – Sponsor
|
| | | | 3,250,000 | | | | | | 2,750,000 | | |
Total Current Liabilities
|
| | | | 3,550,982 | | | | | | 3,066,656 | | |
Commitments and contingencies (Note 6) | | | | | | | | | | | | | |
Shareholders’ Deficit: | | | | | | | | | | | | | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued
and outstanding |
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized, none issued and outstanding
|
| | | | — | | | | | | — | | |
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 6,870,130 shares issued and outstanding(1)
|
| | | | 687 | | | | | | 687 | | |
Additional paid-in capital
|
| | | | 24,313 | | | | | | 24,313 | | |
Accumulated deficit
|
| | | | (2,583,567) | | | | | | (1,787,157) | | |
Total Shareholders’ Deficit
|
| | | | (2,558,567) | | | | | | (1,762,157) | | |
Total Liabilities and Shareholders’ Deficit
|
| | | $ | 992,415 | | | | | $ | 1,304,499 | | |
| | |
For the
Six Months Ended June 30, 2023 |
| |
For the
Six Months Ended June 30, 2022 |
| ||||||
Administration fee – related party
|
| | | $ | 68,590 | | | | | $ | 75,000 | | |
Formation and operating expenses
|
| | | | 727,820 | | | | | | 539,991 | | |
TOTAL EXPENSES
|
| | | | 796,410 | | | | | | 614,991 | | |
OTHER INCOME | | | | | | | | | | | | | |
Interest income
|
| | | | — | | | | | | 2 | | |
TOTAL OTHER INCOME
|
| | | | — | | | | | | 2 | | |
Net loss
|
| | | $ | (796,410) | | | | | $ | (614,989) | | |
Weighted average shares outstanding basic and diluted(1)
|
| | | | 6,422,078 | | | | | | 6,422,078 | | |
Basic and diluted net loss per ordinary share
|
| | | $ | (0.12) | | | | | $ | (0.10) | | |
| | |
Class B
Ordinary Shares |
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Shareholders’
Deficit |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance, January 1, 2023(1)
|
| | | | 6,870,130 | | | | |
$
|
687
|
| | | |
$
|
24,313
|
| | | |
$
|
(1,787,157)
|
| | | |
$
|
(1,762,157)
|
| |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (796,410) | | | | | | (796,410) | | |
Balance, June 30, 2023
|
| | | | 6,870,130 | | | | | $ | 687 | | | | | $ | 24,313 | | | | | $ | 2,583,567 | | | | | $ | 2,558,567 | | |
| | |
Class B
Ordinary Shares |
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Shareholders’
Deficit |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance, January 1, 2022(1)
|
| | | | 6,870,130 | | | | | $ | 687 | | | | | $ | 24,313 | | | | | $ | (454,449) | | | | | $ | (429,449) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (614,989) | | | | | | (614,989) | | |
Balance, June 30, 2022
|
| | | | 6,870,130 | | | | | $ | 687 | | | | | $ | 24,313 | | | | | $ | (1,069,438) | | | | | $ | (1,044,438) | | |
| | |
For the Six
Months Ended June 30, 2023 |
| |
For the Six
Months Ended June 30, 2022 |
| ||||||
Cash Flows From Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (796,410) | | | | | $ | (614,989) | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Prepaid expenses
|
| | | | (17,765) | | | | | | 53,931 | | |
Other assets
|
| | | | (4,605) | | | | | | 75,000 | | |
Deferred other costs
|
| | | | (156,975) | | | | | | (8,056) | | |
Accrued expenses and offering costs
|
| | | | (15,674) | | | | | | (195,941) | | |
Net Cash Used In Operating Activities
|
| | | | (991,429) | | | | | | (690,055) | | |
Cash Flows From Financing Activities: | | | | | | | | | | | | | |
Proceeds from issuance of debt – sponsor
|
| | | | 500,000 | | | | | | 750,000 | | |
Net Cash Provided by Investing Activities
|
| | | | 500,000 | | | | | | 750,000 | | |
Net change in cash
|
| | | | (491,429) | | | | | | 59,945 | | |
Cash at beginning of period
|
| | | | 587,641 | | | | | | 251,159 | | |
Cash at end of period
|
| | | $ | 96,212 | | | | | $ | 311,104 | | |
| | |
December 31,
2022 |
| |
December 31,
2021 |
| ||||||
ASSETS | | | | | | | | | | | | | |
Current Assets: | | | | | | | | | | | | | |
Cash
|
| | | $ | 587,641 | | | | | $ | 251,159 | | |
Prepaid expenses
|
| | | | 87,500 | | | | | | 203,931 | | |
Total Current Assets
|
| | | | 675,141 | | | | | | 455,090 | | |
Other assets
|
| | | | — | | | | | | 87,500 | | |
Deferred offering costs
|
| | | | 629,358 | | | | | | 311,913 | | |
Total Assets
|
| | | $ | 1,304,499 | | | | | $ | 854,503 | | |
LIABILITIES AND SHAREHOLDERS’ DEFICIT | | | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | | | |
Accrued expenses
|
| | | $ | 20 | | | | | $ | 12,100 | | |
Accrued offering costs
|
| | | | 316,636 | | | | | | 271,852 | | |
Promissory note payable – Sponsor
|
| | | | 2,750,000 | | | | | | 1,000,000 | | |
Total Current Liabilities
|
| | | | 3,066,656 | | | | | | 1,283,952 | | |
Commitments and contingencies (Note 6) | | | | | | | | | | | | | |
Shareholders’ Deficit: | | | | | | | | | | | | | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
|
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized, none issued and outstanding
|
| | | | — | | | | | | — | | |
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 6,870,130 shares issued and outstanding(1)
|
| | | | 687 | | | | | | 687 | | |
Additional paid-in capital
|
| | | | 24,313 | | | | | | 24,313 | | |
Accumulated deficit
|
| | | | (1,787,157) | | | | | | (454,449) | | |
Total Shareholders’ Deficit
|
| | | | (1,762,157) | | | | | | (429,449) | | |
Total Liabilities and Shareholders’ Deficit
|
| | | $ | 1,304,499 | | | | | $ | 854,503 | | |
| | |
For the Year Ended
December 31, 2022 |
| |
For the Period July 12,
2021 (Inception) through December 31, 2021 |
| ||||||
Administration fee – related party
|
| | | $ | 250,000 | | | | | $ | 62,500 | | |
Formation and operating expenses
|
| | | | 1,082,712 | | | | | | 391,951 | | |
TOTAL EXPENSES
|
| | | | 1,332,712 | | | | | | 454,451 | | |
Other Income | | | | | | | | | | | | | |
Interest income
|
| | | | 4 | | | | | | 2 | | |
TOTAL OTHER INCOME
|
| | | | 4 | | | | | | 2 | | |
Net loss
|
| | | $ | (1,332,708) | | | | | $ | (454,449) | | |
Weighted average shares outstanding, basic and diluted(1)
|
| | | | 6,422,078 | | | | | | 6,422,078 | | |
Basic and diluted net loss per ordinary share
|
| | | $ | (0.21) | | | | | $ | (0.07) | | |
| | |
Class B
Ordinary Shares |
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Shareholders’
Deficit |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance, July 12, 2021 (inception)
|
| | |
|
—
|
| | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary shares to Sponsor(1)
|
| | | | 6,870,130 | | | | | | 687 | | | | | | 24,313 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (454,449) | | | | | | (454,449) | | |
Balance, December 31, 2021(1)
|
| | | | 6,870,130 | | | | | $ | 687 | | | | | $ | 24,313 | | | | | $ | (454,449) | | | | | $ | (429,449) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (1,332,708) | | | | | | (1,332,708) | | |
Balance, December 31, 2022(1)
|
| | | | 6,870,130 | | | | | $ | 687 | | | | | $ | 24,313 | | | | | $ | (1,787,157) | | | | | | (1,762,157) | | |
| | |
For the Year
Ended December 31, 2022 |
| |
For the
Period From July 12, 2021 (Inception) through December 31, 2021 |
| ||||||
Cash Flows From Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (1,332,708) | | | | | $ | (454,449) | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Prepaid expenses
|
| | | | 116,431 | | | | | | (203,931) | | |
Other assets
|
| | | | 87,500 | | | | | | (87,500) | | |
Accrued expenses and offering costs
|
| | | | (12,080) | | | | | | 12,100 | | |
Net Cash Used In Operating Activities
|
| | | | (1,140,857) | | | | | | (733,780) | | |
Cash Flows From Financing Activities: | | | | | | | | | | | | | |
Proceeds from issuance of debt – sponsor
|
| | | | 1,750,000 | | | | | | 1,000,000 | | |
Payments of deferred offering costs
|
| | | | (272,661) | | | | | | (15,061) | | |
Net Cash Provided by Investing Activities
|
| | | | 1,477,339 | | | | | | 984,939 | | |
Net change in cash
|
| | | | 336,482 | | | | | | 251,159 | | |
Cash at beginning of period
|
| | | | 251,159 | | | | | | — | | |
Cash at end of period
|
| | | $ | 587,641 | | | | | $ | 251,159 | | |
Supplemental disclosure of non-cash financing activities: | | | | | | | | | | | | | |
Deferred offering costs paid in exchange for Class B ordinary shares
|
| | | $ | — | | | | | $ | 25,000 | | |
Deferred offering costs included in accrued offering costs
|
| | | $ | 238,936 | | | | | $ | 271,852 | | |