UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
FORM 10-Q
(Mark One)
 
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2023
 
☐ 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 001-40677
 
ALPHA PARTNERS TECHNOLOGY MERGER CORP.
(Exact name of registrant as specified in its charter)
 
Cayman Islands
 
98-1581691
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)
 
                          Empire State Building, Suite 4215
                                 New York, NY 10001
 
10001
(Address of principal executive offices)
 
(Zip Code)
 
+1 (212) 906-4480
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which
registered
Class A ordinary shares included as part of the Units, par value $0.0001 per share
 
APTM
 
The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
 
APTMW
 
The Nasdaq Stock Market LLC
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant to acquire one Class A ordinary share
 
APTMU
 
The Nasdaq Stock Market LLC
 
Securities registered pursuant to section 12(g) of the Act:
 
None.
 
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 ☐
 
There were 15,582,409 Class A ordinary shares and 7,062,500 Class B ordinary shares of the registrant outstanding on August 16, 2023.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
None.



ALPHA PARTNERS TECHNOLOGY MERGER CORP.
TABLE OF CONTENTS

   
Page
PART 1 - FINANCIAL INFORMATION
 
     
Item 1.
CONDENSED FINANCIAL STATEMENTS
 
     
 
3
     
 
4
     
 
5
     
 
6
     
 
7
     
Item 2.
23
     
Item 3.
29
     
Item 4.
29
     
PART II - OTHER INFORMATION
 
     
Item 1.
30
     
Item 1A.
30
     
Item 2.
30
     
Item 3.
30
     
Item 4.
30
     
Item 5.
30
     
Item 6.
30
     
31
 
ALPHA PARTNERS TECHNOLOGY MERGER CORP.
CONDENSED BALANCE SHEETS
 
   
June 30, 2023
   
December 31, 2022
 
   
(Unaudited)
       
ASSETS
           
Current assets:
           
Cash
 
$
304,513
   
$
726,869
 
Prepaid expenses
   
60,198
     
193,947
 
Total current assets
   
364,711
     
920,816
 
Investments held in Trust Account
   
293,076,995
     
286,583,051
 
Total Assets
 
$
293,441,706
   
$
287,503,867
 
                 
LIABILITIES AND SHAREHOLDERS’ DEFICIT
               
Current liabilities:
               
Accounts payable
 
$
54,892
   
$
38,866
 
Accounts payable - related party
   
24,442
     
15,377
 
Accrued expenses and other current liabilities
   
1,062,220
     
1,214,321
 
Total current liabilities
   
1,141,554
     
1,268,564
 
Warrant liabilities
   
482,367
     
482,367
 
Deferred underwriting fee payable
   
9,887,500
     
9,887,500
 
Total Liabilities
   
11,511,421
     
11,638,431
 
                 
Commitments (Note 6)
           
Class A ordinary shares subject to possible redemption, 28,250,000 shares at redemption value
   
293,076,995
     
286,583,051
 
                 
Shareholders’ Deficit
               
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
   
     
 
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 865,000 shares issued and outstanding (excluding 28,250,000 shares subject to possible redemption)
   
87
     
87
 
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,062,500 shares issued and outstanding
   
706
     
706
 
Additional paid-in capital
   
     
 
Accumulated deficit
   
(11,147,503
)
   
(10,718,408
)
Total Shareholders’ Deficit
   
(11,146,710
)
   
(10,717,615
)
Total Liabilities and Shareholders’ Deficit
 
$
293,441,706
   
$
287,503,867
 

The accompanying notes are an integral part of the unaudited condensed financial statements.
 
ALPHA PARTNERS TECHNOLOGY MERGER CORP.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
   
Three Months
Ended June 30,
2023
   
Three Months
Ended June 30,
2022
   
Six Months
Ended June 30,
2023
   
Six Months
Ended June 30,
2022
 
Operating and formation costs
 
$
353,926
   
$
575,990
   
$
804,694
   
$
1,200,530
 
Loss from operations
   
(353,926
)
   
(575,990
)
   
(804,694
)
   
(1,200,530
)
Other income:
                               
Interest income on bank account
   
617
     
     
624
     
 
Interest and dividend income on investments held in Trust Account
   
3,453,154
     
381,481
     
6,493,944
     
409,811
 
Gain related to potential business combination
   
     
     
374,975
     
 
Gain on change in fair value of warrant liabilities
   
844,141
     
3,203,124
     
     
7,017,383
 
Net income
 
$
3,943,986
   
$
3,008,615
   
$
6,064,849
   
$
6,226,664
 
Basic and diluted weighted average shares outstanding, Class A ordinary shares
   
29,115,000
     
29,115,000
     
29,115,000
     
29,115,000
 
Basic and diluted net income per share, Class A ordinary shares
 
$
0.11
   
$
0.08
   
$
0.17
   
$
0.17
 
Basic and diluted weighted average shares outstanding, Class B ordinary shares
   
7,062,500
     
7,062,500
     
7,062,500
     
7,062,500
 
Basic and diluted net income per share, Class B ordinary shares
 
$
0.11
   
$
0.08
   
$
0.17
   
$
0.17
 
 
The accompanying notes are an integral part of the unaudited condensed financial statements.
 
ALPHA PARTNERS TECHNOLOGY MERGER CORP.
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(UNAUDITED)
 
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

 
Class A Ordinary Shares
   
Class B Ordinary Shares
   
Additional
Paid-in
Capital
     
Accumulated
Deficit
   
Total
Shareholders’
Deficit
 

 
Shares
   
Amount
   
Shares
   
Amount
             
Balance as of January 1, 2023
   
865,000
   
$
87
     
7,062,500
   
$
706
   
$
   
$
(10,718,408
)
 
$
(10,717,615
)
Remeasurement of Class A ordinary shares to redemption amount as of March 31, 2023
   
     
     
     
     
     
(3,040,790
)
   
(3,040,790
)
Net income
   
     
     
     
     
     
2,120,863
     
2,120,863
 
Balance as of March 31, 2023
   
865,000
     
87
     
7,062,500
     
706
   
$
     
(11,638,335
)
   
(11,637,542
)
Remeasurement of Class A ordinary shares to redemption amount as of June 30, 2023
   
     
     
     
     
     
(3,453,154
)
   
(3,453,154
)
Net income
   
     
     
     
     
     
3,943,986
     
3,943,986
 
Balance as of June 30, 2023
   
865,000
   
$
87
     
7,062,500
   
$
706
   
$
-
   
$
(11,147,503
)
 
$
(11,146,710
)
 
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022
 
 
Class A Ordinary Shares
   
Class B Ordinary Shares
   
Additional
Paid-in Capital
     
Accumulated Deficit
   
Total
Shareholders’
Deficit
 

 
Shares
   
Amount
   
Shares
   
Amount
             
Balance as of January 1, 2022
   
865,000
   
$
87
     
7,062,500
   
$
706
   
$
   
$
(15,699,275
)
 
$
(15,698,482
)
Remeasurement of Class A ordinary shares to redemption amount as of March 31, 2022
   
     
     
     
     
     
(28,330
)
   
(28,330
)
Net income
   
     
     
     
     
     
3,218,049
     
3,218,049
 
Balance as of March 31, 2022
   
865,000
     
87
     
7,062,500
     
706
     
     
(12,509,556
)
   
(12,508,763
)
Remeasurement of Class A ordinary shares to redemption amount as of June 30, 2022
   
     
     
     
     
     
(381,481
)
   
(381,481
)
Net income
   
     
     
     
     
     
3,008,615
     
3,008,615
 
Balance as of June 30, 2022
   
865,000
   
$
87
     
7,062,500
   
$
706
   
$
   
$
(9,882,422
)
 
$
(9,881,629
)
 
The accompanying notes are an integral part of the unaudited condensed financial statements.
 
ALPHA PARTNERS TECHNOLOGY MERGER CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
   
Six Months
Ended June 30,
2023
   
Six Months
Ended June 30,
2022
 
Cash Flows from Operating Activities:
           
Net income
 
$
6,064,849
   
$
6,226,664
 
Adjustments to reconcile net income to net cash used in operating activities:
               
Interest and dividend income on investments held in Trust Account
   
(6,493,944
)
   
(409,811
)
Gain on change in fair value of warrant liability
   
     
(7,017,383
)
Changes in operating assets and liabilities:
               
Prepaid expenses
   
133,749
     
141,790
 
Accounts payable
   
16,026
     
(39,363
)
Accounts payable - related party
   
9,065
     
(26,115
)
Accrued expenses and other current liabilities
   
(152,101
)
   
392,940
 
Net cash used in operating activities
   
(422,356
)
   
(731,278
)
                 
Net Change in Cash
   
(422,356
)
   
(731,278
)
Cash - Beginning of period
   
726,869
     
2,124,185
 
Cash - End of period
 
$
304,513
   
$
1,392,907
 
                 
Non-cash investing and financing activities
               
Remeasurement of Class A ordinary shares subject to redemption to redemption value
 
$
6,493,944
   
$
409,811
 
 
The accompanying notes are an integral part of the unaudited condensed financial statements.

ALPHA PARTNERS TECHNOLOGY MERGER CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY
 
Alpha Partners Technology Merger Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on February 5, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
 
As of June 30, 2023, the Company had not commenced any operations. All activity for the three and six months ended June 30, 2023 and for the three and six months ended June 30, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) which is described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest and dividend income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
 
The registration statement for the Company’s Initial Public Offering was declared effective on July 27, 2021. On July 30, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000, which is discussed in Note 3.
 
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 800,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to Alpha Partners Technology Merger Sponsor LLC (the “Sponsor”) and certain anchor investors (the “Anchor Investors”), generating gross proceeds of $8,000,000, which is described in Note 4.
 
The Company had granted the underwriters in the Initial Public Offering a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments, if any (see Note 6). On August 5, 2021, the underwriters partially exercised the over-allotment option and purchased an additional 3,250,000 Units (the “Over-Allotment Units”), generating gross proceeds of $32,500,000.
 
Simultaneously with the closing of the exercise of the over-allotment option, the Company consummated the sale of 65,000 units (the “Over-Allotment Private Placement Units”) at a purchase price of $10.00 per unit in a private placement to the Sponsor, generating gross proceeds of $650,000.
 
Upon closing of the Initial Public Offering, the sale of the Private Placement Units, the sale of the Over-Allotment Units, and the sale of the Over-Allotment Private Placement Units, a total of $282,500,000 was placed in a trust account (the “Trust Account”) and was invested only in U.S. government treasury obligations with maturities 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, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.
 
The Company will provide the holders of its outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.
 
7

ALPHA PARTNERS TECHNOLOGY MERGER CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all.
 
Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.
 
The Company’s Sponsor, officers and directors have agreed to waive (i) redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination, (ii) redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a shareholder vote to approve an amendment to the Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within 24 months from the closing of the Initial Public Offering or with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial Business Combination activity and (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held if the Company fails to complete an initial Business Combination within 24 months from the closing of the Initial Public Offering. However, if the Sponsor or officers and directors acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within 24 months from the closing of the Initial Public Offering.
 
The Company previously had until 24 months from the closing of the Initial Public Offering to complete a Business Combination. On July 27, 2023, the Company’s shareholders approved a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a Business Combination from July 30, 2023 to July 30, 2024 (the “Combination Period”) (see note 10).  If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the income taxes, if any (less 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 the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.
 
8

ALPHA PARTNERS TECHNOLOGY MERGER CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).
 
In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective partner business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay tax obligations, provided that such liability will not apply to any claims by a third party or prospective partner business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective partner businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
 
Previous Business Combination
 
In the Company’s Form 10-Q as of and for the period ending March 31, 2023, the Company had recorded a balance of $374,975 in the Receivable related to potential business combination line item on the condensed balance sheet. That balance represented an invoice issued to a potential business combination company during the Three Months Ended March 31, 2023 for transaction expenses and merger-related activities incurred through that date related to a prospective merger which was not completed. The Company determined that it was entitled to that balance and as such, has recorded a resulting gain on the condensed statement of operations for the Six Months Ended June 30, 2023. The Company received payment of the invoice in April 2023.
 
Liquidity and Going Concern
 
As of June 30, 2023, the Company had $304,513 in cash held outside of the Trust Account and a working capital deficit of $776,843, which may not be sufficient for the Company to operate for at least the next 12 months from the issuance of the unaudited condensed financial statements. The Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required under the Working Capital Loans (as defined in Note 5). There is no assurance that the Company’s attempts to find a partner for an initial Business Combination will be successful or successful within the Combination Period or that the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors will loan the Company funds as may be required under the Working Capital Loans (as defined in Note 5).
 
9

ALPHA PARTNERS TECHNOLOGY MERGER CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
The Company will have until July 30, 2024 to complete a Business Combination. If a Business Combination is not consummated by July 30, 2024 there will be a mandatory liquidation and subsequent dissolution of the Company.
 
In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Codification (“ASC”) Topic 205-40 Presentation of Financial Statements- Going Concern, management has determined the factors disclosed above and the July 30, 2024 Combination Period deadline raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date that these unaudited condensed financial statements are filed. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
 
Risks and Uncertainties
 
Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a prospective partner company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing which may be unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation
 
The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with 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 comprehensive 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 presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on April 17, 2023. 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 periods.
 
10

ALPHA PARTNERS TECHNOLOGY MERGER CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
Emerging Growth Company
 
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. The Company has elected to implement the aforementioned exemptions.
 
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
 
Use of Estimates
 
The preparation of condensed 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period.
 
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. The initial valuation of the Public Warrants (as defined in Note 3) and Class A ordinary shares subject to redemption, and the quarterly valuation of the Private Placement Warrants (as defined in Note 4) required management to exercise significant judgement in its estimates.
 
Cash and Cash Equivalents
 
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $304,513 and $726,869 in cash as of June 30, 2023 and December 31, 2022, respectively. The Company did not have any cash equivalents as of June 30, 2023 or December 31, 2022.
 
Investments Held in Trust Account
 
Investments Held in Trust Account are classified as trading securities which are presented on the condensed balance sheets at fair value at the end of each reporting period. At June 30, 2023 and December 31, 2022, the investments held in the Trust Account totaled $293,076,995 and $286,583,051, respectively.
 
11

ALPHA PARTNERS TECHNOLOGY MERGER CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
Warrant Liabilities
 
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
 
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed statements of operations. The initial fair value of the Public Warrants (as defined in Note 3) was estimated using a binomial/lattice model and the fair value of the Founder Warrants (as defined in Note 5) and Private Placement Warrants (as defined in Note 4) was estimated using a Black-Scholes Option Pricing Model (see Note 9). Due to the options pricing model not producing a meaningful volatility for the Founder Warrants and Private Placement Warrants as of June 30, 2023 and December 31, 2022, the fair value of the Founder Warrants and Private Placement Warrants were set equal to the fair value of the Public Warrants.
 
Class A Ordinary Shares Subject to Possible Redemption
 
All of the 28,250,000 Class A ordinary shares sold as part of the Units in the Initial Public Offering and subsequent partial exercise of the underwriters’ over-allotment option 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 Amended and Restated Memorandum and Articles of Association. 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 ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares have been classified outside of permanent equity.
 
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.
 
As of June 30, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:
 
Class A ordinary shares subject to possible redemption as of December 31, 2022
 
$
286,583,051
 
Remeasurement of carrying value to redemption value as of March 31, 2023
   
3,040,790
 
Class A ordinary shares subject to possible redemption as of March 31, 2023
   
289,623,841
 
Remeasurement of carrying value to redemption value as of June 30, 2023
   
3,453,154
 
Class A ordinary shares subject to possible redemption as of June 30, 2023
 
$
293,076,995
 
 
12

ALPHA PARTNERS TECHNOLOGY MERGER CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
Offering Costs associated with the Initial Public Offering
 
The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs and SEC Staff Accounting Bulletin Topic 5A—Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the condensed balance sheet dates that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. For the period from February 5, 2021 (inception) through December 31, 2021, the Company incurred offering costs amounting to $16,641,377 as a result of the Initial Public Offering (consisting of $5,650,000 of underwriting fees, 9,887,500 of deferred underwriting fees, $136,679 of the costs connected to the over-allotment option, and $967,198 of other offering costs).
 
The Company was reimbursed $1,169,000 by the underwriters for offering costs associated with the Initial Public Offering. The Company recorded $14,937,225 of offering costs as a reduction of temporary equity in connection with the redeemable Class A ordinary shares included in the Units. The Company immediately expensed $540,944 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities.
 
Income Taxes
 
The Company accounts for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
 
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s unaudited condensed financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s unaudited condensed financial statements.
 
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. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements.
 
Net Income Per Ordinary Share
 
Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. Remeasurement associated with the redeemable Class A ordinary shares is excluded from net income per share as the redemption value approximates fair value. Therefore, the income per share calculation allocates income shared pro rata between Class A and Class B ordinary shares. As a result, the calculated net income per share is the same for Class A and Class B ordinary shares. Class B ordinary shares subject to forfeiture are included in the calculation of basic income per share as of the date that the forfeiture contingency has lapsed (see Note 5). Class B ordinary shares subject to forfeiture are included in the calculation of diluted income per share as of the beginning of the interim period in which the forfeiture contingency lapsed. The Company has not considered the effect of the Public Warrants (as defined in Note 3), Private Placement Warrants (as defined in Note 4), and Founder Warrants (as defined in Note 5) to purchase an aggregate of 12,059,166 shares in the calculation of income per share, since the exercise of the warrants is contingent upon the occurrence of future events.
 
13

ALPHA PARTNERS TECHNOLOGY MERGER CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):
 
   
Three Months Ended
 June 30, 2023
   
Three Months
Ended June 30, 2022
   
Six Months Ended
June 30, 2023
   
Six Months Ended
June 30, 2022
 
   
Class A
   
Class B
   
Class A
   
Class B
   
Class A
   
Class B
   
Class A
   
Class B
 
Basic and diluted net income per share:
                                               
Numerator:
                                               
Net income
 
$
3,174,049
   
$
769,937
   
$
2,421,279
   
$
587,336
   
$
4,880,881
   
$
1,183,968
   
$
5,011,107
   
$
1,215,557
 
Denominator:
                                                               
Basic and diluted weighted average shares outstanding
   
29,115,000
     
7,062,500
     
29,115,000
     
7,062,500
     
29,115,000
     
7,062,500
     
29,115,000
     
7,062,500
 
Basic and diluted net income per share
 
$
0.11
   
$
0.11
   
$
0.08
   
$
0.08
   
$
0.17
   
$
0.17
   
$
0.17
   
$
0.17
 
 
Concentration of Credit Risk
 
Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
 
Fair Value of Financial Instruments
 
The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.
 
The carrying amounts reflected in the condensed balance sheets for current assets and current liabilities approximate fair value due to their short-term nature.
 
Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.
 
Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
 
Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.
 
See Note 9 for additional information on assets and liabilities measured at fair value.
 
14

ALPHA PARTNERS TECHNOLOGY MERGER CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
Recent Accounting Pronouncements
 
The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.
 
NOTE 3. INITIAL PUBLIC OFFERING
 
The registration statement for the Company’s Initial Public Offering was declared effective on July 27, 2021. On July 30, 2021, the Company completed its Initial Public Offering of 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7).
 
The Company had granted the underwriters in the Initial Public Offering a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments, if any (see Note 6). On August 5, 2021, the underwriters partially exercised the over-allotment option and purchased an additional 3,250,000 Over-Allotment Units, generating gross proceeds of $32,500,000.
 
NOTE 4. PRIVATE PLACEMENT
 
Simultaneously with the closing of the Initial Public Offering, the Sponsor and certain Anchor Investors purchased an aggregate of 800,000 Units at a price of $10.00 per Private Placement Unit ($8,000,000 in the aggregate). Each Private Placement Unit is exercisable to purchase one Class A ordinary share (the “Private Placement Shares”) and one-third of one redeemable warrant (the “Private Placement Warrants”)) at a price of $11.50 per share. A portion of the proceeds from the Private Placement Units were added to the net proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.
 
Simultaneously with the closing of the exercise of the over-allotment option (see Note 6), the Company consummated the sale of 65,000 Over-Allotment Private Placement Units at a purchase price of $10.00 per unit in a private placement to the Sponsor, generating gross proceeds of $650,000.
 
NOTE 5. RELATED PARTY TRANSACTIONS
 
Founder Shares
 
On February 5, 2021, an affiliate of the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 7,187,500 founder units (“Founder Units”), which were subsequently transferred to the Sponsor. Each Founder Unit consists of one Class B ordinary share and one-third of one warrant (the “Founder Warrants”) that has the same terms as the Private Placement Warrants (2,395,833 Founder Warrants in the aggregate). The Class B ordinary shares included in the Founder Units (“Founder Shares”) included an aggregate of up to 937,500 Class B ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares upon completion of the Initial Public Offering. The Founder Warrants included an aggregate of up to 312,500 Founder Warrants subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised. On August 5, the underwriters partially exercised the over-allotment option to purchase an additional 3,250,000 Units (see Note 6), leaving 125,000 Class B ordinary shares and 41,667 Founder Warrants subject to forfeiture. On September 11, 2021, the remaining option expired. As a result, 125,000 Class B ordinary shares and 41,667 Founder Warrants were forfeited.
 
15

ALPHA PARTNERS TECHNOLOGY MERGER CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell (i) any of their Founder Units or Founder Shares until the earliest of (A) one year after the completion of an initial Business Combination and (B) subsequent to an initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property and (ii) any of their Founder Warrants and Class A ordinary shares issued upon conversion or exercise thereof until 30 days after the completion of an initial Business Combination. Notwithstanding the foregoing, if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an initial Business Combination, the Founder Units or Founder Shares will be released from the lock-up.
 
Administrative Support Agreement
 
The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay an affiliate of the Sponsor $55,000 per month for office space, secretarial and administrative support services. Upon the completion of an initial Business Combination or liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2023, the Company incurred and paid expenses of $165,000 and $330,000, respectively, under this agreement. For the three and six months ended June 30, 2022, the Company incurred and paid expenses of $165,000 and $330,000, respectively.
 
Related Party Loans
 
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Up to $1,500,000 of such loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. As of June 30, 2023 and December 31, 2022, there were no Working Capital Loans outstanding.
 
Reimbursements—Related Party
 
For the three and six months ended June 30, 2023, the Company paid $8,376 and $14,006, respectively, to the Sponsor as reimbursements for operating costs of the Company paid for by the Sponsor. For the three and six months ended June 30, 2022, the Company paid $9,081 and $16,808, respectively, to the Sponsor as reimbursements.
 
Accounts Payable - Related Party
 
As of June 30, 2023 and December 31, 2022, $24,442 and $15,377, respectively, was payable by the Company to the Sponsor for services related to the search for an initial Business Combination target.
 
16

ALPHA PARTNERS TECHNOLOGY MERGER CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
NOTE 6. COMMITMENTS
 
Registration and Shareholder Rights Agreement
 
The holders of the Founder Units, Private Placement Units, warrants underlying the Founder Units and Private Placement Units and units that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the warrants underlying the Founder Units and Private Placement Units and units issued upon conversion of the Working Capital Loans) have registration and shareholder rights to require the Company to register a sale of any of its securities held by them pursuant to a registration and shareholder rights agreement entered into on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
 
Underwriting Agreement
 
The Company granted the underwriters a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On August 5, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 3,250,000 Units at an offering price of $10.00 per Unit for an aggregate purchase price of $32,500,000. On September 11, 2021, the remaining option expired. As a result, 125,000 Class B ordinary shares were forfeited.
 
The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $5,650,000 in the aggregate, upon the closing of the Initial Public Offering and partial exercise of the over-allotment option. In addition, $0.35 per unit, or $9,887,500 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
 
NOTE 7. WARRANTS
 
As of June 30, 2023 and December 31, 2022, there were 2,354,166 Founder Warrants, 288,334 Private Placement Warrants, and 9,416,666 Public Warrants outstanding. The exercise price of all warrants noted is $11.50.
 
Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Founder Warrants and the Private Placement Warrants will also expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.
 
The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to satisfying the obligations described below with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
 
17

ALPHA PARTNERS TECHNOLOGY MERGER CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of an initial Business Combination, the Company will use the commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement or a new registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use the commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of an initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so appoint, the Company will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of an initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use the best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
 
Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00—Once the warrants become exercisable, the Company may call the warrants for redemption (except with respect to the Private Placement Warrants):
 

in whole and not in part;
 

at a price of $0.01 per warrant;
 

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
 

if, and only if, the last reported closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of the redemption is given to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like and certain issuances of Class A ordinary shares and equity linked securities).
 
The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise the redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
 
Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00—Once the warrants become exercisable, the Company may redeem the outstanding warrants:
 

in whole and not in part;
 

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that during such 30 day period holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined below) except as otherwise described below; provided, further, that if the warrants are not exercised on a cashless basis or otherwise during such 30 day period, the Company shall redeem such warrants for $0.10 per share; and
 

if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like and certain issuances of Class A ordinary shares and equity linked securities) on the trading day before the Company sends the notice of redemption to the warrant holders.
 
18

ALPHA PARTNERS TECHNOLOGY MERGER CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
The value of the Company’s Class A ordinary shares shall mean the volume weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide its warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).
 
In addition, if (x) the Company issues additional Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance including any transfer or reissuance of such shares (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination, and (z) the volume-weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day after the day on which the Company consummates an initial Business Combination is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00.” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00.” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
 
The Private Placement Units (including the Private Placement Shares, the Private Placement Warrants and Class A ordinary shares issuable upon exercise of such warrants) will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Units are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
 
The Company accounts for the 9,705,000 warrants issued in connection with the Initial Public Offering (including 9,416,666 Public Warrants and 288,334 Private Placement Warrants) and the 2,354,166 Founder Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The Founder Warrants and Private Placement Warrants are precluded from equity classification due to a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. The Public Warrants are precluded from equity classification due to a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 65% of the outstanding ordinary shares, all holders of the warrants would be entitled to receive cash for their warrants.
 
The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value at issuance. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units in the Initial Public Offering equal to its fair value. The Private Placement Warrants were allocated a portion of the proceeds from the issuance of the Private Placement Units equal to its fair value. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s condensed statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.
 
19

ALPHA PARTNERS TECHNOLOGY MERGER CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
NOTE 8. SHAREHOLDERS’ DEFICIT
 
Preference shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding.
 
Class A ordinary shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of June 30, 2023 and December 31, 2022, there were 29,115,000 Class A ordinary shares issued and outstanding, including 28,250,000 Class A ordinary shares subject to possible redemption.
 
Class B ordinary shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. As of June 30, 2023 and December 31, 2022, there were 7,062,500 Class B ordinary shares issued and outstanding.
 
Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Prior to an initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time.
 
The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of an initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of an initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in an initial Business Combination and any Private Placement Warrants issued to the Sponsor, members of the team or any of their affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.
20

ALPHA PARTNERS TECHNOLOGY MERGER CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
NOTE 9. FAIR VALUE MEASUREMENTS
 
The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
 
Description
 
Amount at
Fair Value
   
Level 1
   
Level 2
   
Level 3
 
June 30, 2023
                       
Assets
                       
Investments held in Trust Account:
                       
Money Market investments
 
$
293,076,995
   
$
293,076,995
   
$
   
$
 
Liabilities
                               
Warrant liability – Founder Warrants
 
$
94,167
   
$
   
$
94,167
   
$
 
Warrant liability – Private Placement Warrants
 
$
11,533
   
$
   
$
11,533
   
$
 
Warrant liability – Public Warrants
 
$
376,667
   
$
376,667
   
$
   
$
 
December 31, 2022
                               
Assets
                               
Investments held in Trust Account:
                               
Money Market investments
 
$
286,583,051
   
$
286,583,051
   
$
   
$
 
Liabilities
                               
Warrant liability – Founder Warrants
 
$
94,167
   
$
   
$
94,167
   
$
 
Warrant liability – Private Placement
   
11,533
     
     
11,533
     
 
Warrant liability – Public Warrants
   
376,667
     
376,667
     
     
 
 
The Company utilized a binomial/lattice model for the initial valuation the Public Warrants. The subsequent measurement of the Public Warrants as of June 30, 2023 and December 31, 2022 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker APTMW. The quoted price of the Public Warrants was $0.04 per warrant as of June 30, 2023 and December 31, 2022.
 
In prior periods, Company utilized a Black-Scholes Option Pricing model for the initial valuation of the Founder Warrants and Private Placement Warrants and the subsequent measurement of the Founder Warrants and Private Placement Warrants. Inherent in pricing models are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield, which are considered Level 3 inputs. However, since a reasonable and acceptable volatility cannot be inferred from the option pricing model performed for the Founder Warrants and Private Placement Warrants as of June 30, 2023 and December 31, 2022, the fair value of the Founder Warrants and Private Placement Warrants were set equal to the fair value of the Public Warrants. The fair value of the Founder Warrants and Private Placement Warrants was $0.04 and $0.04 per warrant as of June 30, 2023 and December 31, 2022, respectively. As of June 30, 2023 and December 31, 2022, the Founder Warrants and Private Placement Warrants are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market.
 
Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in September 2021 after the Public Warrants were separately listed and traded. The estimated fair value of the Founder Warrants, and Private Placement Warrants transferred from a Level 3 fair value measurement to a Level 2 fair value measurement in the fourth quarter of 2022 due to the use of an observable market quote for a similar asset in an active market. There were no Level 3 assets or liabilities as of June 30, 2023.
 
21

ALPHA PARTNERS TECHNOLOGY MERGER CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis:
 
Fair value as of December 31, 2021
 
$
2,061,150
 
Change in fair value of Private Placement Warrants and Founder Warrants
   
(1,083,425
)
Fair value as of March 31, 2022
   
977,725
 
Change in fair value of Private Placement Warrants and Founder Warrants
   
(660,625
)
Fair value as of June 30, 2022
   
317,100
 
Change in fair value of Private Placement Warrants and Founder Warrants
   
(26,425
)
Fair value as of September 30, 2022
   
290,675
 
Change in fair value of Private Placement Warrants and Founder Warrants
   
(184,975
)
Transfer of Private Warrants, and Founder Warrants to Level 2 measurement
   
(105,700
)
Fair value as of December 31, 2022
 
$
 
 
The Company recognized a gain in connection with the change in the fair value of warrant liabilities of $844,141 and $0 in the condensed statements of operations for the three and six months ended June 30, 2023, respectively. The Company recognized a gain in connection with the change in the fair value of warrant liabilities of $3,203,124 and $7,017,383 in the condensed statements of operations for the three and six months ended June 30, 2022, respectively.
 
NOTE 10. SUBSEQUENT EVENTS
 
The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Other than those disclosed below, the Company did not identify any subsequent events that required adjustment or disclosure in the unaudited condensed financial statements.
 
Extraordinary General Meeting
 
On July 27, 2023, the Company held an Extraordinary General Meeting (the “Extraordinary General Meeting”) whereby shareholders of the Company approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (the “Amendment”) in order to (i) extend the date by which the Company must consummate its initial business combination, cease its operations and redeem all of its Class A ordinary shares (the “Extension Proposal”) to July 30, 2024, (ii) provide for the right of a holder of Class B ordinary shares of the Company to convert such Class B ordinary shares into Class A ordinary shares on a one-for-one basis prior to the closing of a Business Combination at the election of the holder (the “Founder Share Amendment Proposal”), and (iii) eliminate from the Charter the limitation that the Company shall not redeem Public Shares, including any shares issued in exchange thereof to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limit” and, such proposal, the “Redemption Limitation Proposal”).
 
The Company filed the Charter Amendment with the Registrar of Companies in the Cayman Islands on July 28, 2023.
 
In connection with the Extension Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Proposal, the holders of 13,532,591 Class A ordinary shares, properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.41 per share, for an aggregate redemption amount of approximately $140,838,808. After the redemptions, approximately $153,169,659 will remain in the Company’s Trust Account. As a result of the Extension Proposal being approved by the Company’s shareholders, the Sponsor, or its designee is required to make monthly payments to the Company equal to the lesser of (a) an aggregate of $225,000 or (b) $0.03 per public share that remains outstanding and is not redeemed in connection with the Extension for each of the twelve (12) subsequent calendar months commencing on July 30, 2023 to the earlier of the Termination Date as extended by the Extension Proposal and the consummation of an initial Business Combination, which amount will be deposited into the Trust Account. On August 2, 2023, $225,000 was deposited into the Company’s Trust Account as the first of these payments.

To cover these monthly payments and other associated operating expenses, a newly formed affiliate of the Sponsor, APTM Sponsor Sub LLC (the “Affiliate”), is providing an Extension Loan Facility (the “Facility”) to the Company in the principal sum of $1,500,000, expected to be funded on an as-needed basis with the first draw on or about August 14, 2023. The principal balance shall be payable on the earlier of (i) the date on which the Company liquidates its Trust Account or (ii) the date on which the Company consummates a Business Combination. If a Business Combination is not consummated, the Facility will be repaid solely to the extent that the Company has funds available to it outside of its Trust Account, and all other amounts will be contributed to capital, forfeited, eliminated, or otherwise forgiven or eliminated. Interest does not accrue on the related note. Officers and directors of the Company and their affiliated entities (the “Insiders”) have committed to fund up to the entire amount of the Facility. At the election of the Affiliate, some or all of the principal amount of the Facility may be converted into Private Placement Units of the Company at a price of $10.00 per unit. The Affiliate will have no other recourse to the Sponsor or to the Company.
 
Letter of Intent
 
On July 26, 2023, the Company signed a non-binding letter-of-intent (“LOI”) for a business combination with Glowforge Inc. (“Glowforge”), creator of award-winning 3D laser printers.
 
Under the terms of the LOI, the Company and Glowforge would become a combined entity, with Glowforge’s existing equity holders rolling 100% of their equity into the combined public company. The Company expects to announce additional details regarding the proposed business combination upon the execution of a definitive merger agreement, which is expected in the fourth quarter of 2023.

Advance from Sponsor

On July 27, 2023 and August 8, 2023 the SPAC received a $3,000 advance from the Sponsor. This amount is expected to be repaid to the Sponsor in the next quarter.

ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Alpha Partners Technology Merger Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Alpha Partners Technology Merger Sponsor LLC. 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. 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
 
This Quarterly Report includes “forward-looking statements” that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in 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. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 17, 2023. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
 
Overview
 
We are a blank check company incorporated on February 5, 2021 as a Cayman Island exempted company and formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Quarterly Report as our “initial business combination”. We intend to effectuate our initial business combination using cash from the proceeds of the initial public offering (the “Initial Public Offering”) and the private placement of the Private Placement Units (as defined below), the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.
 
On July 30, 2021, we consummated our IPO of 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250.0 million, and incurring offering costs of approximately $13.75 million, of which $8.75 million was for deferred underwriting commissions. We granted the underwriter a 45-day option to purchase up to an additional 3,750,000 Units at the IPO price to cover over-allotments, if any. On August 3, 2021, the underwriters partially exercised the over-allotment option, and the closing of the issuance and sale of the additional 3,250,000 Over-Allotment Units occurred on August 5, 2021. The issuance by the Company of the Over-Allotment Units at a price of $10.00 per unit resulted in total gross proceeds of approximately $32.5 million.
 
Simultaneously with the closing of the IPO, we consummated the Private Placement of 800,000 units, at a price of $10.00 per Private Placement Unit with the Sponsor, generating gross proceeds of $8.0 million. Simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the Private Placement with the Sponsor of 65,000 Additional Private Placement Units, generating total proceeds of $650,000.
 
Upon the closing of the IPO and the Private Placement, approximately $250.0 million ($10.00 per Unit) of the net proceeds of the IPO and certain of the proceeds of the Private Placement were placed in a Trust Account, located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invests only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. In addition, a certain anchor investor advanced an aggregate amount of approximately $500,681 to the Company to cover the purchase of Private Placement Units. In April 2021, the Company repaid $681 to the anchor investor. Upon the closing of the IPO, the remaining advance of $500,000 was applied to the purchase of the Private Placement Units which the Company has since repaid.
 
Our management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that we will be able to complete a Business Combination successfully.
 
We must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, we will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the prospective partner company or otherwise acquires a controlling interest in the prospective party company sufficient for it not to be required to register as an investment company under the Investment Company Act.
 
If we are unable to complete a Business Combination within the Combination Period, 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 the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less 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 the remaining shareholders and the 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. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate a Business Combination within the Combination Period.
 
As of June 30, 2023 and December 31, 2022, we held cash of $304,513 and $726,869, respectively, current liabilities of $1,141,554 and $1,268,564, respectively, and deferred underwriting compensation of $9,887,500. Further, we expect to continue to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to complete an initial business combination will be successful.
 
Previous Business Combination
 
In our Form 10-Q as of and for the period ending March 31, 2023, we had recorded a balance of $374,975 in the Receivable related to potential business combination line item on the condensed balance sheet. That balance represented an invoice issued to a potential business combination company during the Three Months Ended March 31, 2023 for transaction expenses and merger-related activities incurred through that date related to a prospective merger which was not completed. We determined that we were entitled to that balance and as such, have recorded a resulting gain on the condensed statement of operations for the Six Months Ended June 30, 2023. We received payment of the invoice in April 2023.
 
Extraordinary General Meeting
 
On July 27, 2023, we held an Extraordinary General Meeting (the “Extraordinary General Meeting”) whereby our shareholders approved an amendment to our amended and restated memorandum and articles of association (the “Amendment”) in order to (i) extend the date by which we must consummate our initial business combination, cease our operations and redeem all of our Class A ordinary shares (the “Extension Proposal”) to July 30, 2024, (ii) provide for the right of a holder of our Class B ordinary shares to convert such Class B ordinary shares into Class A ordinary shares on a one-for-one basis prior to the closing of a Business Combination at the election of the holder (the “Founder Share Amendment Proposal”), and (iii) eliminate from the amended and restated memorandum and articles of association the limitation that we shall not redeem Public Shares, including any shares issued in exchange thereof to the extent that such redemption would cause our net tangible assets to be less than $5,000,001 (the “Redemption Limitation Proposal”).
 
We filed the Amendment with the Registrar of Companies in the Cayman Islands on July 28, 2023.
 
In connection with the Extension Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Proposal, the holders of 13,532,591 Class A ordinary shares, properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.41 per share, for an aggregate redemption amount of approximately $140,838,808. After the redemptions, approximately $153,169,659 will remain in our Trust Account. As a result of the Extension Proposal being approved by our shareholders, the Sponsor, or its designee is required to make monthly payments to us equal to the lesser of (a) an aggregate of $225,000 or (b) $0.03 per public share that remains outstanding and is not redeemed in connection with the Extension for each of the twelve (12) subsequent calendar months commencing on July 30, 2023 to the earlier of the Termination Date as extended by the Extension Proposal and the consummation of an initial Business Combination, which amount will be deposited into the Trust Account. On August 2, 2023, $225,000 was deposited into our Trust Account as the first of these payments.
 
To cover these monthly payments and other associated operating expenses, a newly formed affiliate of the Sponsor, APTM Sponsor Sub LLC (the “Affiliate”), is providing an Extension Loan Facility (the “Facility”) to the Company in the principal sum of $1,500,000, expected to be funded on an as-needed basis with the first draw on or about August 14, 2023. The principal balance shall be payable on the earlier of (i) the date on which we liquidate our Trust Account or (ii) the date on which we consummate a Business Combination. If a Business Combination is not consummated, the Facility will be repaid solely to the extent that we have funds available to us outside of our Trust Account, and all other amounts will be contributed to capital, forfeited, eliminated, or otherwise forgiven or eliminated. Interest does not accrue on the related note. Our officers and directors and their affiliated entities (the “Insiders”) have committed to fund up to the entire amount of the Facility. At the election of the Affiliate, some or all of the principal amount of the Facility may be converted into our Private Placement Units at a price of $10.00 per unit. The Affiliate will have no other recourse to the Sponsor or to us.
 
Letter of Intent
 
On July 26, 2023, we signed a non-binding letter-of-intent (“LOI”) for a business combination with Glowforge Inc. (“Glowforge”), creator of award-winning 3D laser printers.
 
Under the terms of the LOI, we would become a combined entity with Glowforge, with Glowforge’s existing equity holders rolling 100% of their equity into the combined public company. We expect to announce additional details regarding the proposed business combination upon the execution of a definitive merger agreement, which is expected in the fourth quarter of 2023.
 
Results of Operations
 
We have neither engaged in any operations nor generated any operating revenues to date. Our only activities for the three and six months ended June 30, 2023 and 2022 were organizational activities and identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We will generate non-operating income in the form of interest and dividend income on cash and investments held after the Initial Public Offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
 
For the three months ended June 30, 2023, we recorded net income of $3,943,986, which resulted from interest and dividend income on investments held in the Trust Account in the amount of $3,453,154, a gain on fair value of warrant liability of $844,141 ,and interest income on the bank account of $617, partially offset by operating and formation costs of $353,926.
 
For the three months ended June 30, 2022, we recorded net income of $3,008,615, which resulted from a gain on fair value of warrant liability of $3,203,124 and interest and dividend income on investments held in the Trust Account in the amount of $381,481, partially offset by operating and formation costs of $575,990.
 
For the six months ended June 30, 2023 we recorded net income of $6,064,849, which resulted from interest and dividend income on investments held in the Trust Account in the amount of 6,493,944, a gain on receivable related to potential business combination of 374,975, interest income on the bank account of $624, and a gain on fair value of warrant liability of $0, partially offset by operating and formation costs of $804,694.
 
For the six months ended June 30, 2022, we recorded net income of $6,226,664, which resulted from a gain on fair value of warrant liability of $7,017,383 and interest and dividend income on investments held in the Trust Account in the amount of $409,811, partially offset by operating and formation costs of $1,200,530.
 
Liquidity and Capital Resources
 
For the six months ended June 30, 2023, net cash used in operating activities was $422,356, which was primarily due to operational costs paid during the period.
 
For the six months ended June 30, 2022, net cash used in operating activities was $731,278, which was due to the change in fair value of the warrant liability of $7,017,383 and interest and dividend income on the investments held in the Trust Account of $409,811, partially offset by net income of $6,226,664 and changes in working capital of $469,252.
 
There were no cash flows from investing activities for the six months ended June 30, 2023 and 2022.
 
There were no cash flows from financing activities for the six months ended June 30, 2023 and 2022.
 
As of June 30, 2023 and December 31, 2022, we had cash of $304,513 and $726,869 held outside the Trust Account. We will use these funds to primarily identify and evaluate prospective partner businesses, perform business due diligence on prospective partner businesses, travel to and from the offices, plants or similar locations of prospective partner businesses or their representatives or owners, review corporate documents and material agreements of prospective partner businesses, and structure, negotiate and complete a business combination.
 
We intend to use substantially all of the remaining funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable and deferred underwriting commissions), to complete our initial business combination. We may withdraw interest income (if any) to pay income taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account. We expect the interest income earned on the amount in the Trust Account (if any) will be sufficient to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the prospective partner, make other acquisitions and pursue our growth strategies.
 
In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units of the post-business combination company at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our Sponsor, members of our management team or any of their affiliates as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.
 
We have incurred and expect to continue to incur significant costs in pursuit of our initial business combination. As such, we may have insufficient funds available to operate our business through one year from the date that these unaudited condensed financial statements are filed, if we do not complete a business combination prior to such date. 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 Public Shares upon completion of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination. In addition, we intend to target businesses larger than we could acquire with the net proceeds of our IPO and the sale of the private placement warrants and may as a result be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
 
As of June 30, 2023, the Company had $304,513 in cash held outside of the Trust Account and a working capital deficit of $776,843, which may not be sufficient for the Company to operate for at least the next 12 months from the issuance of the unaudited condensed financial statements. The Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required under the Working Capital Loans (as defined in Note 5). There is no assurance that the Company’s attempts to find a partner for an initial Business Combination will be successful or successful within the Combination Period or that the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors will loan the Company funds as may be required under the Working Capital Loans (as defined in Note 5 of the accompanying unaudited condensed financial statements).
 
The Company will have until July 30, 2024 to complete a Business Combination. If a Business Combination is not consummated by July 30, 2024 there will be a mandatory liquidation and subsequent dissolution of the Company.
 
In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Codification (“ASC”) Topic 205-40 Presentation of Financial Statements- Going Concern, management has determined the factors disclosed above and the July 30, 2024 Combination Period deadline raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date that these unaudited condensed financial statements are filed. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
 
Off-Balance Sheet Arrangements
 
We did not have any off-balance sheet arrangements as of June 30, 2023 or December 31, 2022.
 
Contractual Obligations
 
Underwriting Agreement
 
We granted the underwriters a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments at the IPO price, less the underwriting discounts and commissions. On August 5, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 3,250,000 Units at an offering price of $10.00 per Unit for an aggregate purchase price of $32,500,000. On September 11, 2021, the remaining option expired.
 
The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $5,650,000 in the aggregate, upon the closing of the IPO and partial exercise of the over-allotment option. In addition, $0.35 per unit, or $9,887,500 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.
 
Critical Accounting Policies
 
The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:
 
Net Income Per Ordinary Share
 
Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. Accretion associated with the redeemable Class A ordinary shares is excluded from net income per share as the redemption value approximates fair value. Therefore, the income per share calculation allocates income shared pro rata between Class A and Class B ordinary shares. As a result, the calculated net income per share is the same for Class A and Class B ordinary shares. We have not considered the effect of the warrants sold in the IPO, Private Placement, and warrants included in the founder units issued to our Sponsor to purchase an aggregate of 12,059,166 shares in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events.
 
Class A Ordinary Shares Subject to Possible Redemption
 
All of the 28,250,000 Class A ordinary shares sold as part of the units in the IPO 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 the Company’s amended and restated memorandum and articles of association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”), redemption provisions not solely within our control require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares have been classified outside of permanent equity.
 
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.
 
Warrant Liabilities
 
We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
 
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed statements of operations. The initial fair value of the Public Warrants (as defined in Note 3) was estimated using a binomial/lattice model and the initial and subsequent fair value of the Founder Warrants (as defined in Note 5) and Private Placement Warrants (as defined in Note 4) was estimated using a Black-Scholes Option Pricing Model (see Note 9). Due to the options pricing model not producing a meaningful volatility for the Founder Warrants and Private Placement Warrants as of June 30, 2023 and December 31, 2022, the fair value of the Founder Warrants and Private Placement Warrants were set equal to the fair value of the Public Warrants.
 
Recent Accounting Standards
 
Our management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
 
This item is not applicable as we are a smaller reporting company.
 
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 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 our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
 
Evaluation of Disclosure Controls and Procedures
 
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief 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 Chief Executive Officer and Chief 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.
 
Changes in Internal Control Over Financial Reporting
 
During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
PART II - OTHER INFORMATION
 
ITEM 1.
LEGAL PROCEEDINGS
 
None.
 
ITEM 1A.
RISK FACTORS
 
As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on April 17, 2023. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
 
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
None.
 
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
 
None.

ITEM 4.
MINE SAFETY DISCLOSURES
 
Not applicable.

ITEM 5.
OTHER INFORMATION
 
None.
 
ITEM 6.
EXHIBITS
 
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
 
Exhibit No.
 
Description
 
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
 
XBRL Instance Document
101.CAL*
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*
 
XBRL Taxonomy Extension Schema Document
101.DEF*
 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
 
XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*
 
XBRL Taxonomy Extension Presentation Linkbase Document
104*
 
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
 
*
Filed herewith.
 
**
Furnished.

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.
 
 
Alpha Partners Technology Merger Corp.
     
Date: August 21, 2023
By:
/s/ Matthew R. Krna
   
Matthew R. Krna
   
Chief Executive Officer
 
 
Alpha Partners Technology Merger Corp.
     
Date: August 21, 2023
By:
/s/ Sean O’Brien
   
Sean O’Brien
   
Chief Financial Officer


31


Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Matthew R. Krna, certify that:
 
1. I have reviewed this quarterly report on Form 10-Q of Alpha Partners Technology Merger 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 unaudited condensed 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 my supervision, to ensure that material information relating to the registrant, 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 my 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: August 21, 2023
   
 
By:
/s/ Matthew R. Krna
   
Matthew R. Krna
   
Chief Executive Officer
   
(Principal Executive Officer)




Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Sean O’Brien, certify that:
 
1. I have reviewed this quarterly report on Form 10-Q of Alpha Partners Technology Merger 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 unaudited condensed 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 my supervision, to ensure that material information relating to the registrant, 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 my 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: August 21, 2023
   
 
By:
/s/ Sean O’Brien
   
Sean O’Brien
   
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 Alpha Partners Technology Merger Corp. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Matthew R. Krna, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §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. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.
 
Date: August 21, 2023
   
 
By:
/s/ Matthew R. Krna
   
Matthew R. Krna
   
Chief Executive Officer
   
(Principal Executive Officer)




Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Alpha Partners Technology Merger Corp. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Sean O’Brien, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §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. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.
 
Date: August 21, 2023
   
 
By:
/s/ Sean O’Brien
   
Sean O’Brien
   
Chief Financial Officer
   
(Principal Financial and Accounting Officer)



v3.23.2
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2023
Aug. 16, 2023
Entity Listings [Line Items]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2023  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q2  
Document Transition Report false  
Entity File Number 001-40677  
Entity Registrant Name ALPHA PARTNERS TECHNOLOGY MERGER CORP.  
Entity Central Index Key 0001845550  
Entity Incorporation, State or Country Code E9  
Entity Tax Identification Number 98-1581691  
Entity Address, Address Line One Empire State Building  
Entity Address, Address Line Two Suite 4215  
Entity Address, City or Town New York  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 10001  
City Area Code 212  
Local Phone Number 906-4480  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Shell Company true  
Entity Ex Transition Period false  
Class A Ordinary Shares [Member]    
Entity Listings [Line Items]    
Title of 12(b) Security Class A ordinary shares included as part of the Units, par value $0.0001 per share  
Entity Common Stock, Shares Outstanding   15,582,409
Trading Symbol APTM  
Security Exchange Name NASDAQ  
Class B Ordinary Shares [Member]    
Entity Listings [Line Items]    
Entity Common Stock, Shares Outstanding   7,062,500
Warrant [Member]    
Entity Listings [Line Items]    
Title of 12(b) Security Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50  
Trading Symbol APTMW  
Security Exchange Name NASDAQ  
Capital Units [Member]    
Entity Listings [Line Items]    
Title of 12(b) Security Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant to acquire one Class A ordinary share  
Trading Symbol APTMU  
Security Exchange Name NASDAQ  
v3.23.2
CONDENSED BALANCE SHEETS - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Current assets:    
Cash $ 304,513 $ 726,869
Prepaid expenses 60,198 193,947
Total current assets 364,711 920,816
Investments held in Trust Account 293,076,995 286,583,051
Total Assets 293,441,706 287,503,867
Current liabilities    
Accrued expenses and other current liabilities 1,062,220 1,214,321
Total current liabilities 1,141,554 1,268,564
Warrant liabilities 482,367 482,367
Deferred underwriting fee payable 9,887,500 9,887,500
Total Liabilities 11,511,421 11,638,431
Commitments (Note 6)
Class A ordinary shares subject to possible redemption, 28,250,000 shares at redemption value 293,076,995 286,583,051
Shareholders' Deficit    
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding 0 0
Additional paid-in capital 0 0
Accumulated deficit (11,147,503) (10,718,408)
Total Shareholders' Deficit (11,146,710) (10,717,615)
Total Liabilities and Shareholders' Deficit 293,441,706 287,503,867
Related Party [Member]    
Current liabilities    
Accounts payable 24,442 15,377
Nonrelated Party [Member]    
Current liabilities    
Accounts payable 54,892 38,866
Class A Ordinary Shares [Member]    
Shareholders' Deficit    
Common Stock 87 87
Class B Ordinary Shares [Member]    
Shareholders' Deficit    
Common Stock $ 706 $ 706
v3.23.2
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares
Jun. 30, 2023
Dec. 31, 2022
Preferred stock par or stated value per share $ 0.0001 $ 0.0001
Preferred stock shares authorized 1,000,000 1,000,000
Preferred stock shares issued 0 0
Preferred stock shares outstanding 0 0
Class A Ordinary Shares [Member]    
Temporary equity, shares outstanding 28,250,000 28,250,000
Common stock par or stated value per share $ 0.0001 $ 0.0001
Common stock shares authorized 200,000,000 200,000,000
Common stock shares issued 865,000 865,000
Common stock shares outstanding 865,000 865,000
Class B Ordinary Shares [Member]    
Common stock par or stated value per share $ 0.0001 $ 0.0001
Common stock shares authorized 20,000,000 20,000,000
Common stock shares issued 7,062,500 7,062,500
Common stock shares outstanding 7,062,500 7,062,500
v3.23.2
CONDENSED STATEMENTS OF OPERATIONS - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Operating and formation costs $ 353,926 $ 575,990 $ 804,694 $ 1,200,530
Loss from operations (353,926) (575,990) (804,694) (1,200,530)
Other income :        
Interest income on bank account 617 0 624 0
Interest and dividend income on investments held in Trust Account 3,453,154 381,481 6,493,944 409,811
Gain related to potential business combination 0 0 374,975 0
Gain on change in fair value of warrant liabilities 844,141 3,203,124 0 7,017,383
Net income 3,943,986 3,008,615 6,064,849 6,226,664
Class A Ordinary Shares [Member]        
Other income :        
Net income $ 3,174,049 $ 2,421,279 $ 4,880,881 $ 5,011,107
Basic weighted average shares outstanding 29,115,000 29,115,000 29,115,000 29,115,000
Diluted weighted average shares outstanding 29,115,000 29,115,000 29,115,000 29,115,000
Basic net income per share $ 0.11 $ 0.08 $ 0.17 $ 0.17
Diluted net income per share $ 0.11 $ 0.08 $ 0.17 $ 0.17
Class B Ordinary Shares [Member]        
Other income :        
Net income $ 769,937 $ 587,336 $ 1,183,968 $ 1,215,557
Basic weighted average shares outstanding 7,062,500 7,062,500 7,062,500 7,062,500
Diluted weighted average shares outstanding 7,062,500 7,062,500 7,062,500 7,062,500
Basic net income per share $ 0.11 $ 0.08 $ 0.17 $ 0.17
Diluted net income per share $ 0.11 $ 0.08 $ 0.17 $ 0.17
v3.23.2
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)
Common Stock [Member]
Class A Ordinary Shares [Member]
Common Stock [Member]
Class B Ordinary Shares [Member]
Additional Paid-in Capital [Member]
Accumulated Deficit [Member]
Total
Class A Ordinary Shares [Member]
Class B Ordinary Shares [Member]
Beginning Balance (in shares) at Dec. 31, 2021 865,000 7,062,500          
Beginning Balance at Dec. 31, 2021 $ 87 $ 706 $ 0 $ (15,699,275) $ (15,698,482)    
Increase (Decrease) in Shareholders' Equity (Deficit) [Roll Forward]              
Remeasurement of Class A ordinary shares to redemption amount 0 0 0 (28,330) (28,330)    
Net income       3,218,049 3,218,049    
Ending balance at Mar. 31, 2022 $ 87 $ 706 0 (12,509,556) (12,508,763)    
Ending balance (in shares) at Mar. 31, 2022 865,000 7,062,500          
Beginning Balance (in shares) at Dec. 31, 2021 865,000 7,062,500          
Beginning Balance at Dec. 31, 2021 $ 87 $ 706 0 (15,699,275) (15,698,482)    
Increase (Decrease) in Shareholders' Equity (Deficit) [Roll Forward]              
Net income         6,226,664 $ 5,011,107 $ 1,215,557
Ending balance at Jun. 30, 2022 $ 87 $ 706 0 (9,882,422) (9,881,629)    
Ending balance (in shares) at Jun. 30, 2022 865,000 7,062,500          
Beginning Balance (in shares) at Mar. 31, 2022 865,000 7,062,500          
Beginning Balance at Mar. 31, 2022 $ 87 $ 706 0 (12,509,556) (12,508,763)    
Increase (Decrease) in Shareholders' Equity (Deficit) [Roll Forward]              
Remeasurement of Class A ordinary shares to redemption amount 0 0 0 (381,481) (381,481)    
Net income       3,008,615 3,008,615 2,421,279 587,336
Ending balance at Jun. 30, 2022 $ 87 $ 706 0 (9,882,422) (9,881,629)    
Ending balance (in shares) at Jun. 30, 2022 865,000 7,062,500          
Beginning Balance (in shares) at Dec. 31, 2022 865,000 7,062,500          
Beginning Balance at Dec. 31, 2022 $ 87 $ 706 0 (10,718,408) (10,717,615)    
Increase (Decrease) in Shareholders' Equity (Deficit) [Roll Forward]              
Remeasurement of Class A ordinary shares to redemption amount 0 0 0 (3,040,790) (3,040,790)    
Net income       2,120,863 2,120,863    
Ending balance at Mar. 31, 2023 $ 87 $ 706 0 (11,638,335) (11,637,542)    
Ending balance (in shares) at Mar. 31, 2023 865,000 7,062,500          
Beginning Balance (in shares) at Dec. 31, 2022 865,000 7,062,500          
Beginning Balance at Dec. 31, 2022 $ 87 $ 706 0 (10,718,408) (10,717,615)    
Increase (Decrease) in Shareholders' Equity (Deficit) [Roll Forward]              
Net income         6,064,849 4,880,881 1,183,968
Ending balance at Jun. 30, 2023 $ 87 $ 706 0 (11,147,503) (11,146,710)    
Ending balance (in shares) at Jun. 30, 2023 865,000 7,062,500          
Beginning Balance (in shares) at Mar. 31, 2023 865,000 7,062,500          
Beginning Balance at Mar. 31, 2023 $ 87 $ 706 0 (11,638,335) (11,637,542)    
Increase (Decrease) in Shareholders' Equity (Deficit) [Roll Forward]              
Remeasurement of Class A ordinary shares to redemption amount 0 0 0 (3,453,154) (3,453,154)    
Net income       3,943,986 3,943,986 $ 3,174,049 $ 769,937
Ending balance at Jun. 30, 2023 $ 87 $ 706 $ 0 $ (11,147,503) $ (11,146,710)    
Ending balance (in shares) at Jun. 30, 2023 865,000 7,062,500          
v3.23.2
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Cash Flows from Operating Activities:        
Net income $ 3,943,986 $ 3,008,615 $ 6,064,849 $ 6,226,664
Adjustments to reconcile net income to net cash used in operating activities:        
Interest and dividend income on investments held in Trust Account (3,453,154) (381,481) (6,493,944) (409,811)
Gain on change in fair value of warrant liability     0 (7,017,383)
Changes in operating assets and liabilities:        
Prepaid expenses     133,749 141,790
Accounts payable     16,026 (39,363)
Accounts payable-related party     9,065 (26,115)
Accrued expenses and other current liabilities     (152,101) 392,940
Net cash used in operating activities     (422,356) (731,278)
Net Change in Cash     (422,356) (731,278)
Cash-Beginning of period     726,869 2,124,185
Cash-End of period $ 304,513 $ 1,392,907 304,513 1,392,907
Non-cash investing and financing activities        
Remeasurement of Class A ordinary shares subject to redemption to redemption value     $ 6,493,944 $ 409,811
v3.23.2
Description of Organization and Business Operations and Liquidity
6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Organization and Business Operations and Liquidity
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY
 
Alpha Partners Technology Merger Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on February 5, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
 
As of June 30, 2023, the Company had not commenced any operations. All activity for the three and six months ended June 30, 2023 and for the three and six months ended June 30, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) which is described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest and dividend income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
 
The registration statement for the Company’s Initial Public Offering was declared effective on July 27, 2021. On July 30, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000, which is discussed in Note 3.
 
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 800,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to Alpha Partners Technology Merger Sponsor LLC (the “Sponsor”) and certain anchor investors (the “Anchor Investors”), generating gross proceeds of $8,000,000, which is described in Note 4.
 
The Company had granted the underwriters in the Initial Public Offering a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments, if any (see Note 6). On August 5, 2021, the underwriters partially exercised the over-allotment option and purchased an additional 3,250,000 Units (the “Over-Allotment Units”), generating gross proceeds of $32,500,000.
 
Simultaneously with the closing of the exercise of the over-allotment option, the Company consummated the sale of 65,000 units (the “Over-Allotment Private Placement Units”) at a purchase price of $10.00 per unit in a private placement to the Sponsor, generating gross proceeds of $650,000.
 
Upon closing of the Initial Public Offering, the sale of the Private Placement Units, the sale of the Over-Allotment Units, and the sale of the Over-Allotment Private Placement Units, a total of $282,500,000 was placed in a trust account (the “Trust Account”) and was invested only in U.S. government treasury obligations with maturities 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, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.
 
The Company will provide the holders of its outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.
 
The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all.
 
Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.
 
The Company’s Sponsor, officers and directors have agreed to waive (i) redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination, (ii) redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a shareholder vote to approve an amendment to the Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within 24 months from the closing of the Initial Public Offering or with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial Business Combination activity and (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held if the Company fails to complete an initial Business Combination within 24 months from the closing of the Initial Public Offering. However, if the Sponsor or officers and directors acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within 24 months from the closing of the Initial Public Offering.
 
The Company previously had until 24 months from the closing of the Initial Public Offering to complete a Business Combination. On July 27, 2023, the Company’s shareholders approved a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a Business Combination from July 30, 2023 to July 30, 2024 (the “Combination Period”) (see note 10).  If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the income taxes, if any (less 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 the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.
 
The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).
 
In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective partner business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay tax obligations, provided that such liability will not apply to any claims by a third party or prospective partner business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective partner businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
 
Previous Business Combination
 
In the Company’s Form 10-Q as of and for the period ending March 31, 2023, the Company had recorded a balance of $374,975 in the Receivable related to potential business combination line item on the condensed balance sheet. That balance represented an invoice issued to a potential business combination company during the Three Months Ended March 31, 2023 for transaction expenses and merger-related activities incurred through that date related to a prospective merger which was not completed. The Company determined that it was entitled to that balance and as such, has recorded a resulting gain on the condensed statement of operations for the Six Months Ended June 30, 2023. The Company received payment of the invoice in April 2023.
 
Liquidity and Going Concern
 
As of June 30, 2023, the Company had $304,513 in cash held outside of the Trust Account and a working capital deficit of $776,843, which may not be sufficient for the Company to operate for at least the next 12 months from the issuance of the unaudited condensed financial statements. The Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required under the Working Capital Loans (as defined in Note 5). There is no assurance that the Company’s attempts to find a partner for an initial Business Combination will be successful or successful within the Combination Period or that the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors will loan the Company funds as may be required under the Working Capital Loans (as defined in Note 5).
 
The Company will have until July 30, 2024 to complete a Business Combination. If a Business Combination is not consummated by July 30, 2024 there will be a mandatory liquidation and subsequent dissolution of the Company.
 
In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Codification (“ASC”) Topic 205-40 Presentation of Financial Statements- Going Concern, management has determined the factors disclosed above and the July 30, 2024 Combination Period deadline raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date that these unaudited condensed financial statements are filed. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
 
Risks and Uncertainties
 
Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a prospective partner company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing which may be unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
v3.23.2
Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation
 
The accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with 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 comprehensive 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 presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on April 17, 2023. 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 periods.
 
Emerging Growth Company
 
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. The Company has elected to implement the aforementioned exemptions.
 
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
 
Use of Estimates
 
The preparation of condensed 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period.
 
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. The initial valuation of the Public Warrants (as defined in Note 3) and Class A ordinary shares subject to redemption, and the quarterly valuation of the Private Placement Warrants (as defined in Note 4) required management to exercise significant judgement in its estimates.
 
Cash and Cash Equivalents
 
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $304,513 and $726,869 in cash as of June 30, 2023 and December 31, 2022, respectively. The Company did not have any cash equivalents as of June 30, 2023 or December 31, 2022.
 
Investments Held in Trust Account
 
Investments Held in Trust Account are classified as trading securities which are presented on the condensed balance sheets at fair value at the end of each reporting period. At June 30, 2023 and December 31, 2022, the investments held in the Trust Account totaled $293,076,995 and $286,583,051, respectively.
 
Warrant Liabilities
 
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
 
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed statements of operations. The initial fair value of the Public Warrants (as defined in Note 3) was estimated using a binomial/lattice model and the fair value of the Founder Warrants (as defined in Note 5) and Private Placement Warrants (as defined in Note 4) was estimated using a Black-Scholes Option Pricing Model (see Note 9). Due to the options pricing model not producing a meaningful volatility for the Founder Warrants and Private Placement Warrants as of June 30, 2023 and December 31, 2022, the fair value of the Founder Warrants and Private Placement Warrants were set equal to the fair value of the Public Warrants.
 
Class A Ordinary Shares Subject to Possible Redemption
 
All of the 28,250,000 Class A ordinary shares sold as part of the Units in the Initial Public Offering and subsequent partial exercise of the underwriters’ over-allotment option 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 Amended and Restated Memorandum and Articles of Association. 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 ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares have been classified outside of permanent equity.
 
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.
 
As of June 30, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:
 
Class A ordinary shares subject to possible redemption as of December 31, 2022
 
$
286,583,051
 
Remeasurement of carrying value to redemption value as of March 31, 2023
   
3,040,790
 
Class A ordinary shares subject to possible redemption as of March 31, 2023
   
289,623,841
 
Remeasurement of carrying value to redemption value as of June 30, 2023
   
3,453,154
 
Class A ordinary shares subject to possible redemption as of June 30, 2023
 
$
293,076,995
 
 
Offering Costs associated with the Initial Public Offering
 
The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs and SEC Staff Accounting Bulletin Topic 5A—Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the condensed balance sheet dates that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. For the period from February 5, 2021 (inception) through December 31, 2021, the Company incurred offering costs amounting to $16,641,377 as a result of the Initial Public Offering (consisting of $5,650,000 of underwriting fees, 9,887,500 of deferred underwriting fees, $136,679 of the costs connected to the over-allotment option, and $967,198 of other offering costs).
 
The Company was reimbursed $1,169,000 by the underwriters for offering costs associated with the Initial Public Offering. The Company recorded $14,937,225 of offering costs as a reduction of temporary equity in connection with the redeemable Class A ordinary shares included in the Units. The Company immediately expensed $540,944 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities.
 
Income Taxes
 
The Company accounts for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
 
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s unaudited condensed financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s unaudited condensed financial statements.
 
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. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements.
 
Net Income Per Ordinary Share
 
Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. Remeasurement associated with the redeemable Class A ordinary shares is excluded from net income per share as the redemption value approximates fair value. Therefore, the income per share calculation allocates income shared pro rata between Class A and Class B ordinary shares. As a result, the calculated net income per share is the same for Class A and Class B ordinary shares. Class B ordinary shares subject to forfeiture are included in the calculation of basic income per share as of the date that the forfeiture contingency has lapsed (see Note 5). Class B ordinary shares subject to forfeiture are included in the calculation of diluted income per share as of the beginning of the interim period in which the forfeiture contingency lapsed. The Company has not considered the effect of the Public Warrants (as defined in Note 3), Private Placement Warrants (as defined in Note 4), and Founder Warrants (as defined in Note 5) to purchase an aggregate of 12,059,166 shares in the calculation of income per share, since the exercise of the warrants is contingent upon the occurrence of future events.
 
The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):
 
   
Three Months Ended
 June 30, 2023
   
Three Months
Ended June 30, 2022
   
Six Months Ended
June 30, 2023
   
Six Months Ended
June 30, 2022
 
   
Class A
   
Class B
   
Class A
   
Class B
   
Class A
   
Class B
   
Class A
   
Class B
 
Basic and diluted net income per share:
                                               
Numerator:
                                               
Net income
 
$
3,174,049
   
$
769,937
   
$
2,421,279
   
$
587,336
   
$
4,880,881
   
$
1,183,968
   
$
5,011,107
   
$
1,215,557
 
Denominator:
                                                               
Basic and diluted weighted average shares outstanding
   
29,115,000
     
7,062,500
     
29,115,000
     
7,062,500
     
29,115,000
     
7,062,500
     
29,115,000
     
7,062,500
 
Basic and diluted net income per share
 
$
0.11
   
$
0.11
   
$
0.08
   
$
0.08
   
$
0.17
   
$
0.17
   
$
0.17
   
$
0.17
 
 
Concentration of Credit Risk
 
Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
 
Fair Value of Financial Instruments
 
The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.
 
The carrying amounts reflected in the condensed balance sheets for current assets and current liabilities approximate fair value due to their short-term nature.
 
Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.
 
Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
 
Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.
 
See Note 9 for additional information on assets and liabilities measured at fair value.
 
Recent Accounting Pronouncements
 
The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.
v3.23.2
Initial Public Offering
6 Months Ended
Jun. 30, 2023
Initial Public Offering [Abstract]  
Initial Public Offering
NOTE 3. INITIAL PUBLIC OFFERING
 
The registration statement for the Company’s Initial Public Offering was declared effective on July 27, 2021. On July 30, 2021, the Company completed its Initial Public Offering of 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7).
 
The Company had granted the underwriters in the Initial Public Offering a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments, if any (see Note 6). On August 5, 2021, the underwriters partially exercised the over-allotment option and purchased an additional 3,250,000 Over-Allotment Units, generating gross proceeds of $32,500,000.
v3.23.2
Private Placement
6 Months Ended
Jun. 30, 2023
Private Placement [Abstract]  
Private Placement
NOTE 4. PRIVATE PLACEMENT
 
Simultaneously with the closing of the Initial Public Offering, the Sponsor and certain Anchor Investors purchased an aggregate of 800,000 Units at a price of $10.00 per Private Placement Unit ($8,000,000 in the aggregate). Each Private Placement Unit is exercisable to purchase one Class A ordinary share (the “Private Placement Shares”) and one-third of one redeemable warrant (the “Private Placement Warrants”)) at a price of $11.50 per share. A portion of the proceeds from the Private Placement Units were added to the net proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.
 
Simultaneously with the closing of the exercise of the over-allotment option (see Note 6), the Company consummated the sale of 65,000 Over-Allotment Private Placement Units at a purchase price of $10.00 per unit in a private placement to the Sponsor, generating gross proceeds of $650,000.
v3.23.2
Related Party Transactions
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
Related Party Transactions
NOTE 5. RELATED PARTY TRANSACTIONS
 
Founder Shares
 
On February 5, 2021, an affiliate of the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 7,187,500 founder units (“Founder Units”), which were subsequently transferred to the Sponsor. Each Founder Unit consists of one Class B ordinary share and one-third of one warrant (the “Founder Warrants”) that has the same terms as the Private Placement Warrants (2,395,833 Founder Warrants in the aggregate). The Class B ordinary shares included in the Founder Units (“Founder Shares”) included an aggregate of up to 937,500 Class B ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares upon completion of the Initial Public Offering. The Founder Warrants included an aggregate of up to 312,500 Founder Warrants subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised. On August 5, the underwriters partially exercised the over-allotment option to purchase an additional 3,250,000 Units (see Note 6), leaving 125,000 Class B ordinary shares and 41,667 Founder Warrants subject to forfeiture. On September 11, 2021, the remaining option expired. As a result, 125,000 Class B ordinary shares and 41,667 Founder Warrants were forfeited.
 
The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell (i) any of their Founder Units or Founder Shares until the earliest of (A) one year after the completion of an initial Business Combination and (B) subsequent to an initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property and (ii) any of their Founder Warrants and Class A ordinary shares issued upon conversion or exercise thereof until 30 days after the completion of an initial Business Combination. Notwithstanding the foregoing, if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an initial Business Combination, the Founder Units or Founder Shares will be released from the lock-up.
 
Administrative Support Agreement
 
The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay an affiliate of the Sponsor $55,000 per month for office space, secretarial and administrative support services. Upon the completion of an initial Business Combination or liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2023, the Company incurred and paid expenses of $165,000 and $330,000, respectively, under this agreement. For the three and six months ended June 30, 2022, the Company incurred and paid expenses of $165,000 and $330,000, respectively.
 
Related Party Loans
 
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Up to $1,500,000 of such loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. As of June 30, 2023 and December 31, 2022, there were no Working Capital Loans outstanding.
 
Reimbursements—Related Party
 
For the three and six months ended June 30, 2023, the Company paid $8,376 and $14,006, respectively, to the Sponsor as reimbursements for operating costs of the Company paid for by the Sponsor. For the three and six months ended June 30, 2022, the Company paid $9,081 and $16,808, respectively, to the Sponsor as reimbursements.
 
Accounts Payable - Related Party
 
As of June 30, 2023 and December 31, 2022, $24,442 and $15,377, respectively, was payable by the Company to the Sponsor for services related to the search for an initial Business Combination target.
v3.23.2
Commitments
6 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments
NOTE 6. COMMITMENTS
 
Registration and Shareholder Rights Agreement
 
The holders of the Founder Units, Private Placement Units, warrants underlying the Founder Units and Private Placement Units and units that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the warrants underlying the Founder Units and Private Placement Units and units issued upon conversion of the Working Capital Loans) have registration and shareholder rights to require the Company to register a sale of any of its securities held by them pursuant to a registration and shareholder rights agreement entered into on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
 
Underwriting Agreement
 
The Company granted the underwriters a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On August 5, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 3,250,000 Units at an offering price of $10.00 per Unit for an aggregate purchase price of $32,500,000. On September 11, 2021, the remaining option expired. As a result, 125,000 Class B ordinary shares were forfeited.
 
The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $5,650,000 in the aggregate, upon the closing of the Initial Public Offering and partial exercise of the over-allotment option. In addition, $0.35 per unit, or $9,887,500 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
v3.23.2
Warrants
6 Months Ended
Jun. 30, 2023
Warrants [Abstract]  
Warrants
NOTE 7. WARRANTS
 
As of June 30, 2023 and December 31, 2022, there were 2,354,166 Founder Warrants, 288,334 Private Placement Warrants, and 9,416,666 Public Warrants outstanding. The exercise price of all warrants noted is $11.50.
 
Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Founder Warrants and the Private Placement Warrants will also expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.
 
The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to satisfying the obligations described below with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
 
The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of an initial Business Combination, the Company will use the commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement or a new registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use the commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of an initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so appoint, the Company will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of an initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use the best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
 
Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00—Once the warrants become exercisable, the Company may call the warrants for redemption (except with respect to the Private Placement Warrants):
 

in whole and not in part;
 

at a price of $0.01 per warrant;
 

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
 

if, and only if, the last reported closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of the redemption is given to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like and certain issuances of Class A ordinary shares and equity linked securities).
 
The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise the redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
 
Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00—Once the warrants become exercisable, the Company may redeem the outstanding warrants:
 

in whole and not in part;
 

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that during such 30 day period holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined below) except as otherwise described below; provided, further, that if the warrants are not exercised on a cashless basis or otherwise during such 30 day period, the Company shall redeem such warrants for $0.10 per share; and
 

if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like and certain issuances of Class A ordinary shares and equity linked securities) on the trading day before the Company sends the notice of redemption to the warrant holders.
 
The value of the Company’s Class A ordinary shares shall mean the volume weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide its warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).
 
In addition, if (x) the Company issues additional Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance including any transfer or reissuance of such shares (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination, and (z) the volume-weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day after the day on which the Company consummates an initial Business Combination is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00.” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00.” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
 
The Private Placement Units (including the Private Placement Shares, the Private Placement Warrants and Class A ordinary shares issuable upon exercise of such warrants) will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Units are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
 
The Company accounts for the 9,705,000 warrants issued in connection with the Initial Public Offering (including 9,416,666 Public Warrants and 288,334 Private Placement Warrants) and the 2,354,166 Founder Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The Founder Warrants and Private Placement Warrants are precluded from equity classification due to a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. The Public Warrants are precluded from equity classification due to a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 65% of the outstanding ordinary shares, all holders of the warrants would be entitled to receive cash for their warrants.
 
The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value at issuance. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units in the Initial Public Offering equal to its fair value. The Private Placement Warrants were allocated a portion of the proceeds from the issuance of the Private Placement Units equal to its fair value. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s condensed statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.
v3.23.2
Shareholder's Deficit
6 Months Ended
Jun. 30, 2023
Stockholders' Deficit [Abstract]  
Shareholder's Deficit
NOTE 8. SHAREHOLDERS’ DEFICIT
 
Preference shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding.
 
Class A ordinary shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of June 30, 2023 and December 31, 2022, there were 29,115,000 Class A ordinary shares issued and outstanding, including 28,250,000 Class A ordinary shares subject to possible redemption.
 
Class B ordinary shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. As of June 30, 2023 and December 31, 2022, there were 7,062,500 Class B ordinary shares issued and outstanding.
 
Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Prior to an initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time.
 
The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of an initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of an initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in an initial Business Combination and any Private Placement Warrants issued to the Sponsor, members of the team or any of their affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.
v3.23.2
Fair Value Measurements
6 Months Ended
Jun. 30, 2023
Fair Value Disclosures [Abstract]  
Fair Value Measurements
NOTE 9. FAIR VALUE MEASUREMENTS
 
The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
 
Description
 
Amount at
Fair Value
   
Level 1
   
Level 2
   
Level 3
 
June 30, 2023
                       
Assets
                       
Investments held in Trust Account:
                       
Money Market investments
 
$
293,076,995
   
$
293,076,995
   
$
   
$
 
Liabilities
                               
Warrant liability – Founder Warrants
 
$
94,167
   
$
   
$
94,167
   
$
 
Warrant liability – Private Placement Warrants
 
$
11,533
   
$
   
$
11,533
   
$
 
Warrant liability – Public Warrants
 
$
376,667
   
$
376,667
   
$
   
$
 
December 31, 2022
                               
Assets
                               
Investments held in Trust Account:
                               
Money Market investments
 
$
286,583,051
   
$
286,583,051
   
$
   
$
 
Liabilities
                               
Warrant liability – Founder Warrants
 
$
94,167
   
$
   
$
94,167
   
$
 
Warrant liability – Private Placement
   
11,533
     
     
11,533
     
 
Warrant liability – Public Warrants
   
376,667
     
376,667
     
     
 
 
The Company utilized a binomial/lattice model for the initial valuation the Public Warrants. The subsequent measurement of the Public Warrants as of June 30, 2023 and December 31, 2022 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker APTMW. The quoted price of the Public Warrants was $0.04 per warrant as of June 30, 2023 and December 31, 2022.
 
In prior periods, Company utilized a Black-Scholes Option Pricing model for the initial valuation of the Founder Warrants and Private Placement Warrants and the subsequent measurement of the Founder Warrants and Private Placement Warrants. Inherent in pricing models are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield, which are considered Level 3 inputs. However, since a reasonable and acceptable volatility cannot be inferred from the option pricing model performed for the Founder Warrants and Private Placement Warrants as of June 30, 2023 and December 31, 2022, the fair value of the Founder Warrants and Private Placement Warrants were set equal to the fair value of the Public Warrants. The fair value of the Founder Warrants and Private Placement Warrants was $0.04 and $0.04 per warrant as of June 30, 2023 and December 31, 2022, respectively. As of June 30, 2023 and December 31, 2022, the Founder Warrants and Private Placement Warrants are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market.
 
Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in September 2021 after the Public Warrants were separately listed and traded. The estimated fair value of the Founder Warrants, and Private Placement Warrants transferred from a Level 3 fair value measurement to a Level 2 fair value measurement in the fourth quarter of 2022 due to the use of an observable market quote for a similar asset in an active market. There were no Level 3 assets or liabilities as of June 30, 2023.
 
The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis:
 
Fair value as of December 31, 2021
 
$
2,061,150
 
Change in fair value of Private Placement Warrants and Founder Warrants
   
(1,083,425
)
Fair value as of March 31, 2022
   
977,725
 
Change in fair value of Private Placement Warrants and Founder Warrants
   
(660,625
)
Fair value as of June 30, 2022
   
317,100
 
Change in fair value of Private Placement Warrants and Founder Warrants
   
(26,425
)
Fair value as of September 30, 2022
   
290,675
 
Change in fair value of Private Placement Warrants and Founder Warrants
   
(184,975
)
Transfer of Private Warrants, and Founder Warrants to Level 2 measurement
   
(105,700
)
Fair value as of December 31, 2022
 
$
 
 
The Company recognized a gain in connection with the change in the fair value of warrant liabilities of $844,141 and $0 in the condensed statements of operations for the three and six months ended June 30, 2023, respectively. The Company recognized a gain in connection with the change in the fair value of warrant liabilities of $3,203,124 and $7,017,383 in the condensed statements of operations for the three and six months ended June 30, 2022, respectively.
v3.23.2
Subsequent Events
6 Months Ended
Jun. 30, 2023
Subsequent Events [Abstract]  
Subsequent Events
NOTE 10. SUBSEQUENT EVENTS
 
The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Other than those disclosed below, the Company did not identify any subsequent events that required adjustment or disclosure in the unaudited condensed financial statements.
 
Extraordinary General Meeting
 
On July 27, 2023, the Company held an Extraordinary General Meeting (the “Extraordinary General Meeting”) whereby shareholders of the Company approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (the “Amendment”) in order to (i) extend the date by which the Company must consummate its initial business combination, cease its operations and redeem all of its Class A ordinary shares (the “Extension Proposal”) to July 30, 2024, (ii) provide for the right of a holder of Class B ordinary shares of the Company to convert such Class B ordinary shares into Class A ordinary shares on a one-for-one basis prior to the closing of a Business Combination at the election of the holder (the “Founder Share Amendment Proposal”), and (iii) eliminate from the Charter the limitation that the Company shall not redeem Public Shares, including any shares issued in exchange thereof to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limit” and, such proposal, the “Redemption Limitation Proposal”).
 
The Company filed the Charter Amendment with the Registrar of Companies in the Cayman Islands on July 28, 2023.
 
In connection with the Extension Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Proposal, the holders of 13,532,591 Class A ordinary shares, properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.41 per share, for an aggregate redemption amount of approximately $140,838,808. After the redemptions, approximately $153,169,659 will remain in the Company’s Trust Account. As a result of the Extension Proposal being approved by the Company’s shareholders, the Sponsor, or its designee is required to make monthly payments to the Company equal to the lesser of (a) an aggregate of $225,000 or (b) $0.03 per public share that remains outstanding and is not redeemed in connection with the Extension for each of the twelve (12) subsequent calendar months commencing on July 30, 2023 to the earlier of the Termination Date as extended by the Extension Proposal and the consummation of an initial Business Combination, which amount will be deposited into the Trust Account. On August 2, 2023, $225,000 was deposited into the Company’s Trust Account as the first of these payments.

To cover these monthly payments and other associated operating expenses, a newly formed affiliate of the Sponsor, APTM Sponsor Sub LLC (the “Affiliate”), is providing an Extension Loan Facility (the “Facility”) to the Company in the principal sum of $1,500,000, expected to be funded on an as-needed basis with the first draw on or about August 14, 2023. The principal balance shall be payable on the earlier of (i) the date on which the Company liquidates its Trust Account or (ii) the date on which the Company consummates a Business Combination. If a Business Combination is not consummated, the Facility will be repaid solely to the extent that the Company has funds available to it outside of its Trust Account, and all other amounts will be contributed to capital, forfeited, eliminated, or otherwise forgiven or eliminated. Interest does not accrue on the related note. Officers and directors of the Company and their affiliated entities (the “Insiders”) have committed to fund up to the entire amount of the Facility. At the election of the Affiliate, some or all of the principal amount of the Facility may be converted into Private Placement Units of the Company at a price of $10.00 per unit. The Affiliate will have no other recourse to the Sponsor or to the Company.
 
Letter of Intent
 
On July 26, 2023, the Company signed a non-binding letter-of-intent (“LOI”) for a business combination with Glowforge Inc. (“Glowforge”), creator of award-winning 3D laser printers.
 
Under the terms of the LOI, the Company and Glowforge would become a combined entity, with Glowforge’s existing equity holders rolling 100% of their equity into the combined public company. The Company expects to announce additional details regarding the proposed business combination upon the execution of a definitive merger agreement, which is expected in the fourth quarter of 2023.

Advance from Sponsor

On July 27, 2023 and August 8, 2023 the SPAC received a $3,000 advance from the Sponsor. This amount is expected to be repaid to the Sponsor in the next quarter.
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 unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with 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 comprehensive 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 presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on April 17, 2023. 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 periods.
Emerging Growth Company
Emerging Growth Company
 
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. The Company has elected to implement the aforementioned exemptions.
 
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
Use of Estimates
 
The preparation of condensed 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period.
 
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. The initial valuation of the Public Warrants (as defined in Note 3) and Class A ordinary shares subject to redemption, and the quarterly valuation of the Private Placement Warrants (as defined in Note 4) required management to exercise significant judgement in its estimates.
Cash and Cash Equivalents
Cash and Cash Equivalents
 
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $304,513 and $726,869 in cash as of June 30, 2023 and December 31, 2022, respectively. The Company did not have any cash equivalents as of June 30, 2023 or December 31, 2022.
Investments Held in Trust Account
Investments Held in Trust Account
 
Investments Held in Trust Account are classified as trading securities which are presented on the condensed balance sheets at fair value at the end of each reporting period. At June 30, 2023 and December 31, 2022, the investments held in the Trust Account totaled $293,076,995 and $286,583,051, respectively.
Warrant Liabilities
Warrant Liabilities
 
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
 
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed statements of operations. The initial fair value of the Public Warrants (as defined in Note 3) was estimated using a binomial/lattice model and the fair value of the Founder Warrants (as defined in Note 5) and Private Placement Warrants (as defined in Note 4) was estimated using a Black-Scholes Option Pricing Model (see Note 9). Due to the options pricing model not producing a meaningful volatility for the Founder Warrants and Private Placement Warrants as of June 30, 2023 and December 31, 2022, the fair value of the Founder Warrants and Private Placement Warrants were set equal to the fair value of the Public Warrants.
Class A Ordinary Shares Subject to Possible Redemption
Class A Ordinary Shares Subject to Possible Redemption
 
All of the 28,250,000 Class A ordinary shares sold as part of the Units in the Initial Public Offering and subsequent partial exercise of the underwriters’ over-allotment option 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 Amended and Restated Memorandum and Articles of Association. 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 ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares have been classified outside of permanent equity.
 
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.
 
As of June 30, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:
 
Class A ordinary shares subject to possible redemption as of December 31, 2022
 
$
286,583,051
 
Remeasurement of carrying value to redemption value as of March 31, 2023
   
3,040,790
 
Class A ordinary shares subject to possible redemption as of March 31, 2023
   
289,623,841
 
Remeasurement of carrying value to redemption value as of June 30, 2023
   
3,453,154
 
Class A ordinary shares subject to possible redemption as of June 30, 2023
 
$
293,076,995
 
Offering Costs associated with the Initial Public Offering
Offering Costs associated with the Initial Public Offering
 
The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs and SEC Staff Accounting Bulletin Topic 5A—Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the condensed balance sheet dates that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. For the period from February 5, 2021 (inception) through December 31, 2021, the Company incurred offering costs amounting to $16,641,377 as a result of the Initial Public Offering (consisting of $5,650,000 of underwriting fees, 9,887,500 of deferred underwriting fees, $136,679 of the costs connected to the over-allotment option, and $967,198 of other offering costs).
 
The Company was reimbursed $1,169,000 by the underwriters for offering costs associated with the Initial Public Offering. The Company recorded $14,937,225 of offering costs as a reduction of temporary equity in connection with the redeemable Class A ordinary shares included in the Units. The Company immediately expensed $540,944 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities.
Income Taxes
Income Taxes
 
The Company accounts for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
 
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s unaudited condensed financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s unaudited condensed financial statements.
 
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. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements.
Net Income Per Ordinary Share
Net Income Per Ordinary Share
 
Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. Remeasurement associated with the redeemable Class A ordinary shares is excluded from net income per share as the redemption value approximates fair value. Therefore, the income per share calculation allocates income shared pro rata between Class A and Class B ordinary shares. As a result, the calculated net income per share is the same for Class A and Class B ordinary shares. Class B ordinary shares subject to forfeiture are included in the calculation of basic income per share as of the date that the forfeiture contingency has lapsed (see Note 5). Class B ordinary shares subject to forfeiture are included in the calculation of diluted income per share as of the beginning of the interim period in which the forfeiture contingency lapsed. The Company has not considered the effect of the Public Warrants (as defined in Note 3), Private Placement Warrants (as defined in Note 4), and Founder Warrants (as defined in Note 5) to purchase an aggregate of 12,059,166 shares in the calculation of income per share, since the exercise of the warrants is contingent upon the occurrence of future events.
 
The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):
 
   
Three Months Ended
 June 30, 2023
   
Three Months
Ended June 30, 2022
   
Six Months Ended
June 30, 2023
   
Six Months Ended
June 30, 2022
 
   
Class A
   
Class B
   
Class A
   
Class B
   
Class A
   
Class B
   
Class A
   
Class B
 
Basic and diluted net income per share:
                                               
Numerator:
                                               
Net income
 
$
3,174,049
   
$
769,937
   
$
2,421,279
   
$
587,336
   
$
4,880,881
   
$
1,183,968
   
$
5,011,107
   
$
1,215,557
 
Denominator:
                                                               
Basic and diluted weighted average shares outstanding
   
29,115,000
     
7,062,500
     
29,115,000
     
7,062,500
     
29,115,000
     
7,062,500
     
29,115,000
     
7,062,500
 
Basic and diluted net income per share
 
$
0.11
   
$
0.11
   
$
0.08
   
$
0.08
   
$
0.17
   
$
0.17
   
$
0.17
   
$
0.17
 
Concentration of Credit Risk
Concentration of Credit Risk
 
Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments
Fair Value of Financial Instruments
 
The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.
 
The carrying amounts reflected in the condensed balance sheets for current assets and current liabilities approximate fair value due to their short-term nature.
 
Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.
 
Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
 
Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.
 
See Note 9 for additional information on assets and liabilities measured at fair value.
Recent Accounting Pronouncements
Recent Accounting Pronouncements
 
The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.
v3.23.2
Summary of Significant Accounting Policies (Tables)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Summary of Class A ordinary shares reflected in the condensed balance sheet
As of June 30, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:
 
Class A ordinary shares subject to possible redemption as of December 31, 2022
 
$
286,583,051
 
Remeasurement of carrying value to redemption value as of March 31, 2023
   
3,040,790
 
Class A ordinary shares subject to possible redemption as of March 31, 2023
   
289,623,841
 
Remeasurement of carrying value to redemption value as of June 30, 2023
   
3,453,154
 
Class A ordinary shares subject to possible redemption as of June 30, 2023
 
$
293,076,995
 
Summary of basic and diluted loss per ordinary share
The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):
 
   
Three Months Ended
 June 30, 2023
   
Three Months
Ended June 30, 2022
   
Six Months Ended
June 30, 2023
   
Six Months Ended
June 30, 2022
 
   
Class A
   
Class B
   
Class A
   
Class B
   
Class A
   
Class B
   
Class A
   
Class B
 
Basic and diluted net income per share:
                                               
Numerator:
                                               
Net income
 
$
3,174,049
   
$
769,937
   
$
2,421,279
   
$
587,336
   
$
4,880,881
   
$
1,183,968
   
$
5,011,107
   
$
1,215,557
 
Denominator:
                                                               
Basic and diluted weighted average shares outstanding
   
29,115,000
     
7,062,500
     
29,115,000
     
7,062,500
     
29,115,000
     
7,062,500
     
29,115,000
     
7,062,500
 
Basic and diluted net income per share
 
$
0.11
   
$
0.11
   
$
0.08
   
$
0.08
   
$
0.17
   
$
0.17
   
$
0.17
   
$
0.17
 
v3.23.2
Fair Value Measurements (Tables)
6 Months Ended
Jun. 30, 2023
Fair Value Disclosures [Abstract]  
Summary of information about the Company's financial assets and liabilities that are measured at fair value on a recurring basis
The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
 
Description
 
Amount at
Fair Value
   
Level 1
   
Level 2
   
Level 3
 
June 30, 2023
                       
Assets
                       
Investments held in Trust Account:
                       
Money Market investments
 
$
293,076,995
   
$
293,076,995
   
$
   
$
 
Liabilities
                               
Warrant liability – Founder Warrants
 
$
94,167
   
$
   
$
94,167
   
$
 
Warrant liability – Private Placement Warrants
 
$
11,533
   
$
   
$
11,533
   
$
 
Warrant liability – Public Warrants
 
$
376,667
   
$
376,667
   
$
   
$
 
December 31, 2022
                               
Assets
                               
Investments held in Trust Account:
                               
Money Market investments
 
$
286,583,051
   
$
286,583,051
   
$
   
$
 
Liabilities
                               
Warrant liability – Founder Warrants
 
$
94,167
   
$
   
$
94,167
   
$
 
Warrant liability – Private Placement
   
11,533
     
     
11,533
     
 
Warrant liability – Public Warrants
   
376,667
     
376,667
     
     
 
Summary of changes in the fair value of the Company's Level 3 financial instruments that are measured at fair value
The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis:
 
Fair value as of December 31, 2021
 
$
2,061,150
 
Change in fair value of Private Placement Warrants and Founder Warrants
   
(1,083,425
)
Fair value as of March 31, 2022
   
977,725
 
Change in fair value of Private Placement Warrants and Founder Warrants
   
(660,625
)
Fair value as of June 30, 2022
   
317,100
 
Change in fair value of Private Placement Warrants and Founder Warrants
   
(26,425
)
Fair value as of September 30, 2022
   
290,675
 
Change in fair value of Private Placement Warrants and Founder Warrants
   
(184,975
)
Transfer of Private Warrants, and Founder Warrants to Level 2 measurement
   
(105,700
)
Fair value as of December 31, 2022
 
$
 
v3.23.2
Description of Organization and Business Operations and Liquidity- Additional Information (Details)
6 Months Ended
Aug. 05, 2021
USD ($)
$ / shares
shares
Jul. 30, 2021
USD ($)
$ / shares
shares
Jun. 30, 2023
USD ($)
Business
$ / shares
shares
Mar. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Date of incorporation     Feb. 05, 2021    
Number of operating businesses included in initial Business Combination | Business     1    
Payments to acquire restricted investment $ 282,500,000        
Terms of restricted investment 185 days        
Temporary equity, Redemption price per share | $ / shares     $ 10    
Minimum net worth to consummate business combination     $ 5,000,001    
Percentage of Temporary equity redemption restriction     15.00%    
Combination Period     24 months    
Percentage of public shares to be redeemed on non completion of business combination     100.00%    
Threshold number of business days for redemption     10 days    
Expenses payable on dissolution     $ 100,000    
Cash     304,513   $ 726,869
Working capital     $ (776,843)    
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables       $ 374,975  
Public Shares [Member]          
Share price | $ / shares     $ 10    
IPO [Member] | Public Shares [Member]          
Stock issued during period, Shares | shares   25,000,000      
Shares issued price per share | $ / shares   $ 10 $ 10    
Proceeds from issuance, Initial Public Offering   $ 250,000,000      
Private Placement [Member] | Private Placement Units [Member]          
Sale of stock, Number of shares issued | shares   800,000      
Sale of stock, Price per share | $ / shares   $ 10      
Proceeds from issuance of Private placement   $ 8,000,000      
Over-Allotment Option [Member] | Private Placement Units [Member]          
Stock issued during period, Shares | shares 65,000        
Sale of stock, Number of shares issued | shares 65,000        
Sale of stock, Price per share | $ / shares $ 10        
Proceeds from issuance or sale of equity $ 650,000        
Common Class A [Member] | IPO [Member]          
Stock issued during period, Shares | shares     28,250,000    
Common Class A [Member] | Over-Allotment Option [Member]          
Stock issued during period, Shares | shares 3,250,000        
Option vesting period   45 days      
Common stock shares subscribed but not issued | shares   3,750,000      
Proceeds from the issuance of common stock $ 32,500,000        
v3.23.2
Summary of Significant Accounting Policies- Summary Of Class A Ordinary Shares Reflected In The Condensed Balance Sheet (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2023
Dec. 31, 2022
Plus: Remeasurement of carrying value to redemption value $ 3,453,154 $ 3,040,790    
Class A ordinary shares subject to possible redemption $ 293,076,995 $ 289,623,841 $ 293,076,995 $ 286,583,051
IPO [Member] | Common Class A [Member]        
Class A Ordinary Shares Subject to Possible Redemption [Abstract]        
Stock issued during the period shares new issues     28,250,000  
v3.23.2
Summary of Significant Accounting Policies- Summary Of Basic And Diluted Loss Per Ordinary Share (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
Numerator:            
Net income $ 3,943,986 $ 2,120,863 $ 3,008,615 $ 3,218,049 $ 6,064,849 $ 6,226,664
Denominator:            
Class of warrants or rights, Securities called by warrants 12,059,166       12,059,166  
Common Class A [Member]            
Numerator:            
Net income $ 3,174,049   $ 2,421,279   $ 4,880,881 $ 5,011,107
Denominator:            
Basic weighted average shares outstanding 29,115,000   29,115,000   29,115,000 29,115,000
Diluted weighted average shares outstanding 29,115,000   29,115,000   29,115,000 29,115,000
Basic net income per share $ 0.11   $ 0.08   $ 0.17 $ 0.17
Diluted net income per share $ 0.11   $ 0.08   $ 0.17 $ 0.17
Common Class B [Member]            
Numerator:            
Net income $ 769,937   $ 587,336   $ 1,183,968 $ 1,215,557
Denominator:            
Basic weighted average shares outstanding 7,062,500   7,062,500   7,062,500 7,062,500
Diluted weighted average shares outstanding 7,062,500   7,062,500   7,062,500 7,062,500
Basic net income per share $ 0.11   $ 0.08   $ 0.17 $ 0.17
Diluted net income per share $ 0.11   $ 0.08   $ 0.17 $ 0.17
v3.23.2
Summary of Significant Accounting Policies- Additional Information (Details) - USD ($)
11 Months Ended
Dec. 31, 2021
Jun. 30, 2023
Dec. 31, 2022
Cash   $ 304,513 $ 726,869
Cash equivalents   0 0
Investments held in trust account   293,076,995 286,583,051
Unrecognized tax benefits   0 0
Accrued for interest and penalties   $ 0 0
Class of warrants or rights, Securities called by warrants   12,059,166  
Cash, FDIC insured amount   $ 250,000  
Transaction costs $ 16,641,377    
Underwriting fees Paid 5,650,000    
Deferred underwriting fees noncurrent 9,887,500 $ 9,887,500 $ 9,887,500
Other Offering Costs 967,198    
Offering costs recognised as a reduction of temporary equity 14,937,225    
Expensed offering costs 540,944    
Over-Allotment Option [Member]      
Offering Cost Initial Public Offering 136,679    
IPO [Member]      
Reimbursement of offering costs $ 1,169,000    
v3.23.2
Initial Public Offering (Details) - USD ($)
6 Months Ended
Aug. 05, 2021
Jul. 30, 2021
Jun. 30, 2023
Number of shares issued upon exercise of warrant (in shares)     12,059,166
Class of warrant or right, Exercise price of warrant     $ 11.5
Public Warrant [Member]      
Number of securities included in each Unit   0.33  
Class of warrant or right, Exercise price of warrant   $ 11.5  
IPO [Member] | Public Shares [Member]      
Stock issued during period, Shares   25,000,000  
Shares issued price per share   $ 10 $ 10
Proceeds from issuance, Initial Public Offering   $ 250,000,000  
Common Stock [Member] | Over-Allotment Option [Member]      
Option vesting period   45 days  
Common stock shares subscribed but not issued   3,750,000  
Common Class A [Member]      
Number of securities included in each Unit   1  
Common Class A [Member] | Public Warrant [Member]      
Number of shares issued upon exercise of warrant (in shares)   1  
Common Class A [Member] | IPO [Member]      
Stock issued during period, Shares     28,250,000
Common Class A [Member] | Over-Allotment Option [Member]      
Stock issued during period, Shares 3,250,000    
Option vesting period   45 days  
Common stock shares subscribed but not issued   3,750,000  
Proceeds from the issuance of common stock $ 32,500,000    
v3.23.2
Private Placement (Details) - USD ($)
Aug. 05, 2021
Jul. 30, 2021
Jun. 30, 2023
Warrants issued per private placement unit   0.33  
Private Placement [Member] | Private Placement Units [Member]      
Sale of stock, Number of shares issued   800,000  
Sale of stock, Price per share   $ 10  
Proceeds from issuance of Private placement   $ 8,000,000  
Over-Allotment Option [Member] | Private Placement Units [Member]      
Sale of stock, Number of shares issued 65,000    
Sale of stock, Price per share $ 10    
Proceeds from issuance or sale of equity $ 650,000    
Common Class A [Member]      
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right     0.361
Common Class A [Member] | Private Placement Units [Member]      
Exercise price of private placement warrant   $ 11.5  
Common Class A [Member] | Private Placement [Member]      
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right   1  
v3.23.2
Related Party Transactions - Additional Information (Details) - USD ($)
3 Months Ended 6 Months Ended
Sep. 11, 2021
Aug. 05, 2021
Feb. 05, 2021
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Jul. 30, 2021
Related Party Transaction [Line Items]                  
Class of warrants or rights issued during the period units           9,705,000      
Administrative services fees incurred and paid       $ 353,926 $ 575,990 $ 804,694 $ 1,200,530    
Working capital loan outstanding       $ 0   $ 0   $ 0  
Founder Shares [Member]                  
Related Party Transaction [Line Items]                  
Number of warrants subject to forfeiture 41,667 41,667              
Founder Warrants [Member]                  
Related Party Transaction [Line Items]                  
Number of securities included in each Unit     0.33            
Class of warrants or rights issued during the period units     2,395,833     2,354,166      
Class of warrants or rights subject to forfeiture       312,500   312,500      
Class A Ordinary Shares [Member]                  
Related Party Transaction [Line Items]                  
Number of securities included in each Unit                 1
Class A Ordinary Shares [Member] | Over-Allotment Option [Member]                  
Related Party Transaction [Line Items]                  
Stock issued during period, Shares   3,250,000              
Class B Ordinary Shares [Member]                  
Related Party Transaction [Line Items]                  
Stock issued during the period, value     $ 25,000            
Stock issued during period, Shares     7,187,500            
Number of securities included in each Unit     1            
Common stock shares subject to forfeiture       937,500   937,500      
Class B Ordinary Shares [Member] | Over-Allotment Option [Member]                  
Related Party Transaction [Line Items]                  
Common shares subject to forfeiture 125,000 125,000              
Administrative Support Services [Member]                  
Related Party Transaction [Line Items]                  
Administrative services fees incurred and paid       $ 165,000 165,000 $ 330,000 330,000    
Sponsor [Member] | Operating Expense [Member]                  
Related Party Transaction [Line Items]                  
Repayment of related party debt       $ 8,376 $ 9,081 $ 14,006 $ 16,808    
Sponsor [Member] | Class A Ordinary Shares [Member]                  
Related Party Transaction [Line Items]                  
Share price       $ 12   $ 12      
Number of trading days for determining the share price           20 days      
Number of consecutive trading days for determining the share price           30 days      
Waiting period after business combination for determining the share price           150 days      
Class of shares holding period           30 days      
Sponsor [Member] | Class B Ordinary Shares [Member]                  
Related Party Transaction [Line Items]                  
Percentage of common stock shares outstanding       20.00%   20.00%      
Common stock shares lock in period           1 year      
Sponsor [Member] | Administrative Support Services [Member]                  
Related Party Transaction [Line Items]                  
Monthly related party fee     $ 55,000            
Sponsor [Member] | Working Capital Loans [Member]                  
Related Party Transaction [Line Items]                  
Working capital debt convertible into equity warrants     $ 1,500,000            
Debt instrument conversion price per share     $ 10            
Related Party [Member]                  
Related Party Transaction [Line Items]                  
Accounts payable       $ 24,442   $ 24,442   $ 15,377  
v3.23.2
Commitments - Additional Information (Details)
6 Months Ended
Sep. 11, 2021
shares
Aug. 05, 2021
USD ($)
$ / shares
shares
Jun. 30, 2023
Demand
shares
Maximum [Member]      
Other Commitments [Line Items]      
Number of demands eligible security holder can make | Demand     3
Underwriting Agreement [Member]      
Other Commitments [Line Items]      
Deferred underwriting discount per share | $ / shares   $ 0.35  
Deferred underwriting commission | $   $ 9,887,500  
Underwriting Agreement [Member] | Over-Allotment Option [Member]      
Other Commitments [Line Items]      
Period granted for exercising the option     45 days
Common stock shares subscribed but not issued | shares     3,750,000
Stock issued during the period shares new issues | shares   3,250,000  
Shares issued price per share | $ / shares   $ 10  
Proceeds from the issuance of common stock | $   $ 32,500,000  
Shares issued, shares, share-based payment arrangement, forfeited | shares 125,000    
Underwriting Agreement [Member] | Initial Public Offering And Over allotment [Member]      
Other Commitments [Line Items]      
Cash underwriting discount per share | $ / shares   $ 0.2  
Payment of underwriting discount | $   $ 5,650,000  
v3.23.2
Warrants - Additional Information (Details) - $ / shares
6 Months Ended
Feb. 05, 2021
Jun. 30, 2023
Dec. 31, 2022
Warrants [Line Items]      
Class of Warrant or Right, Exercise Price of Warrants or Rights   $ 11.5  
Class of warrants or rights issued during the period units   9,705,000  
Event Triggering Adjustment To Exercise Price Of Warrants [Member]      
Warrants [Line Items]      
Proceeds used for business combination as a percentage of total equity proceeds   60.00%  
Number of trading days for determining the weighted volume weighted average share price   10 days  
Volume weighted average price of shares   $ 9.2  
Event Triggering Adjustment To Exercise Price Of Warrants [Member] | Maximum [Member]      
Warrants [Line Items]      
Shares issued price per share   $ 9.2  
Event Triggering Adjustment To Exercise Price Of Warrants [Member] | As A Percentage Of Market Value [Member]      
Warrants [Line Items]      
Exercise price of warrants percentage   115.00%  
Event Triggering Adjustment To Exercise Price Of Warrants [Member] | As A Percentage Of Newly Issued Price [Member]      
Warrants [Line Items]      
Exercise price of warrants percentage   115.00%  
Event Triggering Adjustment To Exercise Price Of Warrants [Member] | Share Trigger Price One [Member] | As A Percentage Of Market Value [Member]      
Warrants [Line Items]      
Share price triggering warrant redemption percentage   100.00%  
Event Triggering Adjustment To Exercise Price Of Warrants [Member] | Share Trigger Price Two [Member] | As A Percentage Of Newly Issued Price [Member]      
Warrants [Line Items]      
Share price triggering warrant redemption percentage   180.00%  
Common Class A [Member]      
Warrants [Line Items]      
Period within which the warrants shall be registered with the securities exchange commission   20 days  
Period within which the registration of warrants shall be effective from the closure of business combination   60 days  
Period for registration statement to become effective   60 days  
Class of warrants or rights number of shares called for by each warrant or right   0.361  
Founder Warrants [Member]      
Warrants [Line Items]      
Class of warrants or rights outstanding   2,354,166 2,354,166
Class of warrants or rights issued during the period units 2,395,833 2,354,166  
Private Placement Warrants [Member]      
Warrants [Line Items]      
Class of warrants or rights outstanding   288,334 288,334
Class of warrants or rights term   5 years  
Class of warrants or rights lock in period   30 days  
Class of warrants or rights issued during the period units   288,334  
Public Warrants [Member]      
Warrants [Line Items]      
Class of warrants or rights outstanding   9,416,666 9,416,666
Class of Warrant or Right, Exercise Price of Warrants or Rights   $ 0.04 $ 0.04
Class of warrants or rights period after which the warrants are exercisable   30 days  
Class of warrants or rights term   5 years  
Class of warrants or rights issued during the period units   9,416,666  
Public Warrants [Member] | Maximum [Member]      
Warrants [Line Items]      
Percentage of votes in terms of warrant holding to approve redemption   65.00%  
Public Warrants [Member] | Share Trigger Price One [Member]      
Warrants [Line Items]      
Class of warrants or rights redemption price per unit   $ 0.01  
Notice period to be given prior to redemption   30 days  
Number of trading days for determining the share price   20 days  
Number of consecutive trading days for determining the share price   30 days  
Public Warrants [Member] | Share Trigger Price One [Member] | Minimum [Member]      
Warrants [Line Items]      
Share price   $ 18  
Public Warrants [Member] | Share Trigger Price Two [Member]      
Warrants [Line Items]      
Class of warrants or rights redemption price per unit   $ 0.1  
Notice period to be given prior to redemption   30 days  
Notice period to redeem warrants   30 days  
Number of consecutive trading days for determining the share price   10 days  
Number Of Consecutive Trading Days For Determining The Volume Weighted Average Price Of Share Preceding The Date Of Notice   10 days  
Number of business day   1 day  
Public Warrants [Member] | Share Trigger Price Two [Member] | Minimum [Member]      
Warrants [Line Items]      
Share price   $ 10  
v3.23.2
Shareholder's Deficit - Additional Information (Details)
6 Months Ended
Jun. 30, 2023
Vote
$ / shares
shares
Dec. 31, 2022
$ / shares
shares
Class of Stock [Line Items]    
Preferred stock shares authorized 1,000,000 1,000,000
Preferred stock par or stated value per share | $ / shares $ 0.0001 $ 0.0001
Preferred stock shares issued 0 0
Preferred stock shares outstanding 0 0
Class A Ordinary Shares [Member]    
Class of Stock [Line Items]    
Common stock shares authorized 200,000,000 200,000,000
Common stock par or stated value per share | $ / shares $ 0.0001 $ 0.0001
Common stock shares outstanding including shares subject to possible redemption 29,115,000 29,115,000
Common stock shares issued including shares subject to possible redemption 29,115,000 29,115,000
Temporary equity, shares outstanding 28,250,000 28,250,000
Common stock shares issued 865,000 865,000
Common stock shares outstanding 865,000 865,000
Voting rights per share of common stock | Vote 1  
Common stock shares conversion from one class to another conversion ratio 100.00%  
Class A Ordinary Shares [Member] | Sponsor [Member]    
Class of Stock [Line Items]    
Percentage of common stock outstanding on conversion from one class to another and issued upon exercise of any equity linked securities 20.00%  
Class B Ordinary Shares [Member]    
Class of Stock [Line Items]    
Common stock shares authorized 20,000,000 20,000,000
Common stock par or stated value per share | $ / shares $ 0.0001 $ 0.0001
Common stock shares issued 7,062,500 7,062,500
Common stock shares outstanding 7,062,500 7,062,500
Voting rights per share of common stock | Vote 1  
v3.23.2
Fair Value Measurements - Summary of information about the Company's financial assets and liabilities that are measured at fair value on a recurring basis (Details) - Fair Value, Recurring [Member] - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Private Placement Warrants [Member]    
Liabilities    
Warrant liability $ 11,533 $ 11,533
Public Warrants [Member]    
Liabilities    
Warrant liability 376,667 376,667
Money Market Funds [Member]    
Investments held in Trust Account:    
Money Market investments 293,076,995 286,583,051
Warrant [Member]    
Liabilities    
Warrant liability 94,167 94,167
Level 1 [Member] | Private Placement Warrants [Member]    
Liabilities    
Warrant liability 0 0
Level 1 [Member] | Public Warrants [Member]    
Liabilities    
Warrant liability 376,667 376,667
Level 1 [Member] | Money Market Funds [Member]    
Investments held in Trust Account:    
Money Market investments 293,076,995 286,583,051
Level 1 [Member] | Warrant [Member]    
Liabilities    
Warrant liability 0 0
Level 2 [Member] | Private Placement Warrants [Member]    
Liabilities    
Warrant liability 11,533 11,533
Level 2 [Member] | Public Warrants [Member]    
Liabilities    
Warrant liability 0 0
Level 2 [Member] | Money Market Funds [Member]    
Investments held in Trust Account:    
Money Market investments 0 0
Level 2 [Member] | Warrant [Member]    
Liabilities    
Warrant liability 94,167 94,167
Level 3 [Member] | Private Placement Warrants [Member]    
Liabilities    
Warrant liability 0 0
Level 3 [Member] | Public Warrants [Member]    
Liabilities    
Warrant liability 0 0
Level 3 [Member] | Money Market Funds [Member]    
Investments held in Trust Account:    
Money Market investments 0 0
Level 3 [Member] | Warrant [Member]    
Liabilities    
Warrant liability $ 0 $ 0
v3.23.2
Fair Value Measurements - Summary of changes in the fair value of the Company's Level 3 financial instruments that are measured at fair value (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Jun. 30, 2023
Jun. 30, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]              
Change in fair value $ 844,141     $ 3,203,124   $ 0 $ 7,017,383
Warrant [Member]              
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]              
Fair value   $ 290,675 $ 317,100 977,725 $ 2,061,150 $ 0 2,061,150
Change in fair value   (184,975) (26,425) (660,625) (1,083,425)    
Transfer of Warrants   (105,700)          
Fair value   $ 0 $ 290,675 $ 317,100 $ 977,725   $ 317,100
v3.23.2
Fair Value Measurements - Additional Information (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Class of warrant or right, Exercise price of warrant $ 11.5   $ 11.5    
Gain (loss) due to change in the fair value of financial liability $ 844,141 $ 3,203,124 $ 0 $ 7,017,383  
Public Warrants [Member]          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Class of warrant or right, Exercise price of warrant $ 0.04   $ 0.04   $ 0.04
Private Placement Warrants [Member]          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Warrants and rights outstanding, fair value 0.04   0.04   0.04
Founder Warrants [Member]          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Warrants and rights outstanding, fair value $ 0.04   $ 0.04   $ 0.04
v3.23.2
Subsequent Events (Details) - USD ($)
Aug. 14, 2023
Aug. 08, 2023
Jul. 27, 2023
Aug. 02, 2023
Jun. 30, 2023
Dec. 31, 2022
Subsequent Event [Abstract]            
Minimum net worth to consummate business combination         $ 5,000,001  
Remaining amount in Trust Account         $ 293,076,995 $ 286,583,051
Subsequent Event [Member]            
Subsequent Event [Abstract]            
Minimum net worth to consummate business combination     $ 5,000,001      
Number of shares redeemed (in shares)     13,532,591      
Share price (in dollars per share)     $ 10.41      
Number of shares redeemed, value     $ 140,838,808      
Remaining amount in Trust Account     153,169,659      
Monthly payment amount for extension     $ 225,000      
Monthly payment amount for extension (per share)     $ 0.03      
Cash deposited into trust account for extension payment       $ 225,000    
Ownership percentage by Glowforge Inc.     100.00%      
Subsequent Event [Member] | Class A Ordinary Shares [Member]            
Subsequent Event [Abstract]            
Number of shares converted to common stock (in shares)     1      
Subsequent Event [Member] | Sponsor [Member]            
Subsequent Event [Abstract]            
Advance from Sponsor   $ 3,000 $ 3,000      
Subsequent Event [Member] | Sponsor [Member] | Sponsor Loan Commitment [Member]            
Subsequent Event [Abstract]            
Monthly contributions $ 1,500,000          
Debt conversion amount per share $ 10          

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