SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in condensed financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows for the periods presented.

The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, the Company is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.”

Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period.

Use of Estimates

The preparation of the unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

As of June 30, 2023 and December 31, 2022, the Company had $112,379 and $643,823 in its operating bank account, respectively. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022.

Marketable Securities Held in Trust Account

As of June 30, 2023 and December 31, 2022, the Company had $27,565,065 and $112,997,024 of assets held in the Trust Account, respectively, which primarily consist of investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account were classified as trading securities. Trading securities are presented on the balance sheets at fair value as of June 30, 2023 and December 31, 2022. Gains and losses resulting from the change in fair value of these investments are included in interest earned on marketable securities held in the Trust Account in the accompanying statements of operations.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of an uninsured cash account with a balance of $112,379 and $643,823 as of June 30, 2023 and December 31, 2022, respectively, in a financial institution in Abu Dhabi. The Company places its cash with a high-quality financial institution. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risk on such accounts.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC Topic 480. Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares contain certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events.

In connection with the Extension Meeting, holders of 8,299,638 Class A ordinary shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.59 per share, for an aggregate redemption amount of approximately $87.89 million. Accordingly, as of June 30, 2023 and December 31, 2022, 2,565,362 and 10,865,000 shares of Class A ordinary shares subject to possible redemption are presented, at redemption value, as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. For the six months ended June 30, 2023, the Company recorded an accretion of $2,244,443, which was recorded in accumulated deficit. For the six months ended June 30, 2022, the Company recorded an accretion of $12,902,206, $10,873,718 of which was recorded in additional paid-in capital and $2,028,488 was recorded in accumulated deficit. 

As of June 30, 2023 and December 31, 2022, the Class A ordinary shares, classified as temporary equity in the balance sheets, are reconciled in the following table:

Gross proceeds from initial public offering	$	108,650,000
Less:
Common stock issuance costs		(2,826,900	)
Offering costs allocated to Class A ordinary shares subject to possible redemption		(7,193,315	)
Plus:
Re-measurement on Class A ordinary shares subject to possible redemption amount		14,367,239
Class A ordinary shares subject to possible redemption, December 31, 2022		112,997,024
Less:
Redemption of Class A ordinary shares		(87,886,402	)
Plus:
Re-measurement on Class A ordinary shares subject to possible redemption amount		2,454,443
Class A ordinary shares subject to possible redemption, June 30, 2023	$	27,565,065

Offering Costs Associated with the IPO

The Company complies with ASC Topic 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Offering costs consist principally of costs incurred in connection with formation of the Company and preparation for the IPO. Offering costs are charged against the carrying value of Class A ordinary shares and the Public Warrants based on the relative value of those instruments. Accordingly, on March 31, 2022, offering costs totaling $7,385,475 (consisting of $2,173,000 of underwriting commissions, $4,346,000 of deferred underwriting commissions and $866,475 of other offering costs) were recognized, of which $192,160 was allocated to the Public Warrants and charged against additional paid-in capital and $7,193,315 were allocated to Class A ordinary shares reducing the initial carrying amount of such shares.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. The fair values of prepaid expenses, accounts payable and accrued expenses, and due from related party were estimated to approximate the carrying values as of June 30, 2023 and December 31, 2022 due to the short maturities of such instruments and were classified as Level 1 (see Note 8 for the classification of fair value hierarchy).

Warrants

The Company accounts for the Public Warrants and Private Placement Warrants as equity-classified instruments as the warrants are indexed to the Company’s own common shares and the warrant holders could not be potentially required to “net cash settle” in a circumstance outside of the Company’s control.

Net Income (Loss) Per Ordinary Share

The Statement of Operations includes a presentation of income per redeemable Class A ordinary share and loss per non-redeemable Class A ordinary share and Class B ordinary share following the two-class method of loss per share. In order to determine the net income (loss) attributable to both the redeemable Class A ordinary shares and non-redeemable Class A ordinary shares and Class B ordinary shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the Class A ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated in accordance with the weighted average ordinary shares outstanding of each class for the respective periods.

The earnings per share presented in the Statement of Operations is based on the following:

	For the Three Months Ended June 30, 2023			For the Six Months Ended June 30, 2023
Net income	$	479,270		$	1,377,004
Accretion of temporary equity to redemption value		(1,036,262	)		(2,244,443	)
Net loss including accretion of temporary equity to redemption value	$	(556,992	)	$	(867,439	)

	For Three Months Ended June 30, 2023						For Six Months Ended June 30, 2023
	Redeemable Class A			Non-Redeemable Class A and Class B			Redeemable Class A			Non-Redeemable Class A and Class B
Basic and diluted net income (loss) per share:
Numerator:
Allocation of net loss including accretion of temporary equity	$	(422,029	)	$	(134,963	)	$	(677,256	)	$	(190,183	)
Allocation of accretion of temporary equity to redemption value		1,036,262			—			2,244,443			—
Allocation of net income (loss)	$	614,233		$	(134,963	)	$	1,567,187		$	(190,183	)
Denominator:
Weighted-average shares outstanding		8,493,675			2,716,250			9,672,786			2,716,250
Basic and diluted net income (loss) per share	$	0.07		$	(0.05	)	$	0.16		$	(0.07	)

	For the Three Months Ended June 30, 2022			For the Six Months Ended June 30, 2022
Net loss	$	(119,425	)	$	(724,120	)
Accretion of temporary equity to redemption value		(158,168	)		(12,902,206	)
Net loss including accretion of temporary equity to redemption value	$	(277,593	)	$	(13,626,326	)

	For the Three Months Ended June 30, 2022						For the Six Months Ended June 30, 2022
	Redeemable Class A			Non-Redeemable Class A and Class B			Redeemable Class A			Non-Redeemable Class A and Class B
Basic and diluted net income (loss) per share:
Numerator:
Allocation of net loss including accretion of temporary equity	$	(222,074	)	$	(55,519	)	$	(9,532,583	)	$	(4,093,744	)
Allocation of accretion of temporary equity to redemption value		158,168			—			12,902,206			—
Allocation of net income (loss)	$	(63,906	)	$	(55,519	)	$	3,369,623		$	(4,093,744	)
Denominator:
Weighted-average shares outstanding		10,865,000			2,716,250			7,128,950			2,638,591
Basic and diluted net income (loss) per share	$	(0.01	)	$	(0.02	)	$	0.47		$	(1.55	)

In connection with the Underwriters’ partial exercise of their over-allotment option on March 8, 2022, 216,250 Founder Shares were no longer subject to forfeiture. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture.

As of June 30, 2023 and December 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the Company’s earnings. As a result, diluted loss per share is the same as basic loss per share for the periods presented.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the condensed financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. U.S. taxation could be imposed 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. Additionally, given the nature of the investment income generated from the funds held in the Trust Account, it is not subject to tax withholdings in the U.S. Moreover, the Company determined that no income tax liability would arise from any other jurisdictions outside of the Cayman Islands. Consequently, income taxes are not reflected in the Company’s condensed financial statements.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.