Table of Contents
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
10-Q
 
 
 
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023
OR
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
                    
to
                    
 
 
GLOBAL TECHNOLOGY ACQUISITION CORP. I
(Exact name of registrant as specified in its charter)
 
 
 
Cayman Islands
  
001-40948
  
66-0969672
(State or other jurisdiction
of incorporation or organization)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
CO Services Cayman Limited
P.O. Box 10008
Willow House, Cricket Square
Grand Cayman, Cayman Islands
  
KY1-1001
(Address Of Principal Executive Offices)
  
(Zip Code)
(917)
338-7786
Registrant’s telephone number, including area code
19 W 24th St.
10th Floor
New York, New York
(Former name or former address, if changed since last report)
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value per share and
one-half
of one redeemable warrant
  
GTACU
  
The NASDAQ Stock Market LLC
Class A ordinary shares, par value $0.0001 per share
  
GTAC
  
The NASDAQ Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
  
GTACW
  
The NASDAQ Stock Market LLC
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   ☐
As of November 13
, 2023, 2,089,996 Class A ordinary shares, par value $0.0001 per share, and 5,000,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.
 
 
 

Table of Contents

GLOBAL TECHNOLOGY ACQUISITION CORP. I

Form 10-Q

For the Quarter Ended September 30, 2023

CONTENTS

 

         Page  

PART I. FINANCIAL INFORMATION

     3  

Item 1.

   Condensed Financial Statements      3  

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations      22  

Item 3.

   Quantitative and Qualitative Disclosures About Market Risk      30  

Item 4.

   Controls and Procedures      30  

PART II OTHER INFORMATION

     30  

Item 1.

   Legal Proceedings      30  

Item 1A.

   Risk Factors      31  

Item 2.

   Unregistered Sales of Equity Securities and Use of Proceeds      33  

Item 3.

   Defaults upon Senior Securities      33  

Item 4.

   Mine Safety Disclosures      33  

Item 5.

   Other Information      33  

Item 6.

   Exhibits      33  

Table of Contents
P2DP2DP2DP10Dhttp://fasb.org/us-gaap/2023#DerivativeLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2023#DerivativeLiabilitiesNoncurrent
PART I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
GLOBAL TECHNOLOGY ACQUISITION CORP. I
CONDENSED BALANCE SHEETS
 
    
September 30,
2023
    
December 31,
2022
  
    
(unaudited)
        
ASSETS
     
Current assets:
     
Cash and cash equivalents
    $ 147,000     $ 744,000  
Prepaid expenses
      18,000       167,000  
  
 
 
    
 
 
  
Total current assets
      165,000       911,000  
Non-current
asset – Investments held in Trust Account
      22,628,000       206,946,000  
  
 
 
    
 
 
  
Total assets
   
$
22,793,000
 
  
$
207,857,000
 
  
 
 
    
 
 
  
LIABILITIES AND SHAREHOLDERS’ DEFICIT
     
Current liabilities:
     
Accounts payable
      55,000       73,000  
Accrued liabilities
      63,000       19,000  
  
 
 
    
 
 
  
Total current liabilities
      118,000       92,000  
Other liabilities:
     
Warrant liabilities
      820,000       615,000  
Deferred underwriting compensation
      3,675,000       3,675,000  
  
 
 
    
 
 
  
Total liabilities
      4,613,000       4,382,000  
Commitments and Contingencies (see Note 8)
     
Class A ordinary shares subject to possible redemption:
2,089,996
and
20,000,000
shares, respectively, at September 30, 2023 and December 31, 2022 (at $
10.83
and $
10.35
per share, respectively)
      22,628,000       206,946,000  
  
 
 
    
 
 
  
SHAREHOLDERS’ DEFICIT
     
Preferred shares, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding
      —         —    
Class A ordinary shares, $0.0001 par value, 200,000,000 authorized shares, none issued or outstanding (excluding
2,089,996
and
20,000,000
shares, respectively, subject to possible redemption) as of September 30, 2023 and December 31, 2022
      —         —    
Class B ordinary shares, $0.0001 par value, 20,000,000 authorized shares, 5,000,000 shares issued and outstanding, at September 30, 2023 and December 31, 2022
      1,000       1,000  
Additional
paid-in-capital
      —         —    
Accumulated deficit
      (4,449,000 )      (3,472,000 ) 
  
 
 
    
 
 
  
Total shareholders’ deficit
      (4,448,000 )      (3,471,000 ) 
  
 
 
    
 
 
  
Total liabilities and shareholders’ deficit
   
$
22,793,000
 
  
$
207,857,000
 
  
 
 
    
 
 
  
See accompanying notes to unaudited condensed financial statements
 
3
GLOBAL TECHNOLOGY ACQUISITION CORP. I
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
 
    
For the three
months ended
September 30, 2023
    
For the three
months ended
September 30, 2022
    
For the nine
months ended
September 30, 2023
    
For the nine
months ended
September 30, 2022
  
General and administrative expenses
    $ 196,000     $ 166,000     $ 772,000     $ 509,000  
  
 
 
    
 
 
    
 
 
    
 
 
  
Loss from operations
      (196,000 )      (166,000 )      (772,000 )      (509,000 ) 
Other income:
         
Interest income on Trust Account
      258,000       921,000       3,157,000       1,216,000  
Change in fair value of warrant liability
      615,000       (205,000 )      (205,000 )      7,790,000  
  
 
 
    
 
 
    
 
 
    
 
 
  
Total other income
      873,000       716,000       2,952,000       9,006,000  
  
 
 
    
 
 
    
 
 
    
 
 
  
Net income (loss)
    $ 677,000     $ 550,000     $ 2,180,000     $ 8,497,000  
  
 
 
    
 
 
    
 
 
    
 
 
  
Weighted average Class A ordinary shares outstanding
-
basic and diluted
      2,090,000       20,000,000       8,913,000       20,000,000  
  
 
 
    
 
 
    
 
 
    
 
 
  
Net income (loss) per Class A ordinary share – basic and diluted
    $ 0.10     $ 0.02     $ 0.16     $ 0.34  
  
 
 
    
 
 
    
 
 
    
 
 
  
Weighted average Class B ordinary shares outstanding – basic and diluted
      5,000,000       5,000,000       5,000,000       5,000,000  
  
 
 
    
 
 
    
 
 
    
 
 
  
Net income (loss) per Class B ordinary share – basic and diluted
    $ 0.10     $ 0.02     $ 0.16     $ 0.34  
  
 
 
    
 
 
    
 
 
    
 
 
  
See accompanying notes to unaudited condensed financial statements
 
4
GLOBAL TECHNOLOGY ACQUISITION CORP. I
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
For the three months ended September
 30, 2023
:
 
    
Class B
Ordinary Shares
     
Additional
Paid-in

Capital
     
Accumulated
Deficit
    
Total
Shareholders’
Deficit
  
    
Shares
     
Amount
  
Balance, June 30, 2023
      5,000,000      $ 1,000      $ —        $ (4,868,000 )    $ (4,867,000 ) 
Remeasurement of Class A ordinary shares subject to redemption
      —          —          —          (258,000 )      (258,000 ) 
Net income
      —          —          —          677,000       677,000  
  
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
Balance, September 30, 2023
      5,000,000      $ 1,000      $ —        $ (4,449,000 )    $ (4,448,000 ) 
  
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
For the nine months ended September
 30, 2023
:
 
    
Class B
Ordinary Shares
     
Additional
Paid-in

Capital
     
Accumulated
Deficit
    
Total
Shareholders’
Deficit
  
    
Shares
     
Amount
  
Balance, December 31, 2022
      5,000,000      $ 1,000      $ —        $ (3,472,000 )    $ (3,471,000 ) 
Remeasurement of Class A ordinary shares subject to redemption
      —          —          —          (3,157,000 )      (3,157,000 ) 
Net income
      —          —          —          2,180,000       2,180,000  
  
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
Balance, September 30, 2023
      5,000,000      $ 1,000      $ —        $ (4,449,000 )    $ (4,448,000 ) 
  
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
For the three months ended September
 30, 2022
:
 
    
Class B
Ordinary Shares
     
Additional
Paid-in

Capital
     
Accumulated
Deficit
    
Total
Shareholders’
Deficit
  
    
Shares
     
Amount
  
Balance, June 30, 2022
      5,000,000      $ 1,000      $ —        $ (8,910,000 )    $ (8,909,000 ) 
Remeasurement of Class A ordinary shares subject to redemption
      —          —          —          (920,000 )      (920,000 ) 
Net income
      —          —          —          550,000       550,000  
  
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
Balance, September 30, 2022
      5,000,000      $ 1,000      $ —        $ (9,280,000 )    $ (9,279,000 ) 
  
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
For the nine months ended September
 30, 2022
:
 
    
Class B
Ordinary Shares
     
Additional
Paid-in

Capital
     
Accumulated
Deficit
    
Total
Shareholders’
Deficit
  
    
Shares
     
Amount
  
Balance, December 31, 2021
      5,000,000      $ 1,000      $ —        $ (16,558,000 )    $ (16,557,000 ) 
Remeasurement of Class A ordinary shares subject to redemption
      —          —          —          (1,219,000 )      (1,219,000 ) 
Net income
      —          —          —          8,497,000       8,497,000  
  
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
Balance, September 30, 2022
      5,000,000      $ 1,000      $ —        $ (9,280,000 )    $ (9,279,000 ) 
  
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
See accompanying notes to unaudited condensed financial statements
 
5
GLOBAL TECHNOLOGY ACQUISITION CORP. I
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
 
    
For the
nine
months ended
September 30,
2023
    
For the
nine
months ended
September 30,
2022
  
Cash flows from operating activities:
     
Net income (loss)
    $ 2,180,000     $ 8,497,000  
Adjustments to reconcile net income (loss) to net cash used in operating activities:
     
Income from cash and investments held in Trust Account
      (3,157,000 )      (1,216,000 ) 
Change in fair value of warrant liability
      205,000       (7,790,000 ) 
Changes in operating assets and liabilities:
     
Decrease in prepaid expenses
      149,000       172,000  
(Decrease) increase in accounts payable
      (18,000 )      (53,000 ) 
Increase (decrease) in accrued liabilities and other
      44,000       (24,000 ) 
  
 
 
    
 
 
  
Net cash used in operating activities
      (597,000 )      (414,000 ) 
  
 
 
    
 
 
  
Cash flows from investing activities:
      187,475,000       —    
Cash withdrawn from Trust Account
     
  
 
 
    
 
 
  
Net cash provided by investing activities
      187,475,000       —    
  
 
 
    
 
 
  
Cash flows from financing activities:
     
Redemption of 17,910,004 Class A ordinary shares
      (187,475,000 )      —    
  
 
 
    
 
 
  
Net cash used in financing activities
      (187,475,000 )      —    
  
 
 
    
 
 
  
Net change in cash
      (597,000 )      (414,000 ) 
Cash and cash equivalents at beginning of period
      744,000       1,326,000  
  
 
 
    
 
 
  
Cash and cash equivalents at end of period
    $ 147,000     $ 912,000  
  
 
 
    
 
 
  
Supplemental disclosure of
non-cash
financing activities:
     
Remeasurement of carrying value to redemption value of Class A ordinary shares subject to redemption
    $ 3,157,000     $ 1,220,000  
  
 
 
    
 
 
  
See accompanying notes to unaudited condensed financial statements
 
6
GLOBAL TECHNOLOGY ACQUISITION CORP. I
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1—Description of Organization, Business Operations and Liquidity Including Subsequent Event
Organization and General:
Global Technology Acquisition Corp. I (the “Company”) was incorporated in the Cayman Islands as an exempted company on February 9, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).
At September 30, 2023, the Company had not commenced any operations. All activity for the period from February 9, 2021 (inception) to September 30, 2023 relates to the Company’s formation and the initial public offering (“Public Offering”) described below and, subsequent to the Public Offering, identifying and completing an initial Business Combination. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company generates
non-operating
income in the form of interest income on investments and cash and cash equivalents from the proceeds derived from the Public Offering.
Sponsor and Public Offering:
The Company’s sponsor is Global Technology Acquisition I Sponsor LP, an exempted limited liability partnership registered in the Cayman Islands (the “Sponsor”). The Company intends to finance a Business Combination with proceeds from the $200,000,000 Public Offering (Note 3) and a $10,500,000 private placement (the “Private Placement”) (Note 4), net of expenses of the offering and working capital to be available to the Company as well as subsequent redemptions of shares by shareholders (see below). Upon the closing of the Public Offering and the Private Placement on October 25, 2021, $204,000,000 was deposited in a trust account (the “Trust Account”) and as described further below, on April 14, 2023 a total of 167 Class A ordinary share shareholders elected to redeem an aggregate of 17,910,004 Class A ordinary shares, representing approximately 89.55% of the Class A ordinary shares then issued and outstanding, for an aggregate of approximately $187,475,000 in cash, which was paid on or around April 21, 2023. Accordingly, approximately $22,628,000 remained in the Trust Account as of September 30, 2023.
Extension of Time to Complete Business Combination, Related Redemptions of Class A Ordinary Shares and Related Matters:
On April 14, 2023, the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), at which holders of 21,033,957 Ordinary Shares were present in person or by proxy (the “Voting Shareholders”), representing approximately 84.14% of the voting power of the 25,000,000 issued and outstanding Ordinary Shares entitled to vote at the Extraordinary General Meeting at the close of business on March 7, 2023, which was the record date (the “Record Date”) for the Extraordinary General Meeting.
At the Extraordinary General Meeting, the Voting Shareholders approved, by special resolution, a proposal to amend and restate the Company’s amended and restated memorandum and articles of association to extend the date by which the Company must (1) consummate an initial Business Combination, (2) cease its operations except for the purpose of winding up if it fails to complete an initial Business Combination, and (3) redeem all of the Class A ordinary shares, included as part of the Units sold in the Public Offering from April 25, 2023 to April 25, 2024 or to October 25, 2024 at the election of the Company in two separate
three-month
extensions, in April 2024 and July 2024, subject to satisfaction of certain conditions, including the deposit by the Sponsor of $0.10 per Unit in each case (or up to approximately $209,000 after giving effect to the Company’s shareholders’ redemptions made in connection with the foregoing proposal) for each
three-month
extension, into the Trust Account (the “Extension” and such proposal, the “Extension Proposal”). On April 14, 2023, to effectuate the Extension, the Company filed with the Cayman Islands Registrar of Companies the Second Amended and Restated Memorandum and Articles of Association of the Company (the “Second Amended and Restated Memorandum and Articles of Association”).
 
7
In connection with the Extension, a total of 167 Class A ordinary share shareholders elected to redeem an aggregate of 17,910,004 Class A ordinary shares, representing approximately 89.55% of the Class A ordinary shares then issued and outstanding, for an aggregate of approximately $187,475,000 in cash, which was paid on or around April 21, 2023.
The Trust Account:
The funds in the Trust Account are invested only in cash or U.S. government treasury bills with a maturity of one hundred and
eighty-five
(185) days or less or in money market funds meeting certain conditions under
Rule 2a-7 under
the Investment Company Act of 1940 which invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of its initial Business Combination or (ii) the distribution of the Trust Account as described below. The remaining funds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisition targets and continuing general and administrative expenses.
As discussed further in Note 1—Description of Organization, Business Operations and Liquidity—Extension of Time to Complete Business Combination, Related Redemptions of Class A Ordinary Shares and Related Matters, on April 14, 2023, the Company’s shareholders approved the Second Amended and Restated Memorandum and Articles of Association (as defined below) which provides that, other than the withdrawal of interest to pay tax obligations, if any, less up to $100,000 interest to pay dissolution expenses, none of the funds held in trust will be released until the earliest of: (a) the completion of the initial Business Combination, (b) the redemption of any Class A ordinary shares included in the Units (as defined below) sold in the Public Offering (the “Public Shares”) properly submitted in connection with a shareholder vote to amend the Company’s Second Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination prior to April 25, 2024 (or up to October 25, 2024 in two separate
three-month
extensions subject to satisfaction of certain conditions, including the deposit of $0.10 per Unit in each case (or up to approximately $209,000 after giving effect to the Company’s shareholders’ redemptions made in connection with the Extension Proposal) for each
three-month
extension, into the Trust Account, or as extended by the Company’s shareholders in accordance with the Company’s Second Amended and Restated Memorandum and Articles of Association (the “Completion Window”)) or (ii) with respect to any other provision relating to shareholders’ rights or
pre-Business
Combination activity, and (c) the redemption of the Public Shares if the Company is unable to complete the initial Business Combination within the Completion Window. The proceeds deposited in the Trust Account could become subject to the claims of creditors, if any, which could have priority over the claims of the Company’s Class A ordinary share shareholders.
Business Combination:
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” is one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any taxes payable on interest earned) at the time of signing a definitive agreement in connection with the Company’s initial Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination.
The Company, after signing a definitive agreement for a Business Combination, will either (i) seek shareholder approval of the Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable and amounts released for taxes, or (ii) provide shareholders with the opportunity to have their shares redeemed by the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two
 
8
business days prior to commencement of the tender offer, including interest but less taxes payable and amounts released to the Company for working capital. The decision as to whether the Company will seek shareholder approval of the Business Combination or will allow shareholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval unless a vote is required by the rules of the NASDAQ Global Market. If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the outstanding Class A ordinary shares and Class B ordinary shares voted are voted in favor of the Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets (total assets less intangible assets and liabilities) to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination.
If the Company holds a shareholder vote or there is a tender offer for shares in connection with a Business Combination, a holder of Public Shares will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable and amounts released to the Company for working capital. As a result, such Class A ordinary shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards Accounting Standards Board Codification (“FASB ASC 480”), “Distinguishing Liabilities from Equity.” The amount in the Trust Account, upon closing of the Public Offering on October 25, 2021, was initially $10.20 per Public Share ($204,000,000 held in the Trust Account divided by 20,000,000 Class A ordinary shares).
On April 14, 2023, in connection with the amendment of the Company’s amended and restated memorandum and articles of association, the Company directed the Trust Account trustee to deliver approximately $187,475,000 to the shareholders that requested redemption as discussed further in Note 1—Description of Organization, Business Operations and Liquidity—Extension of Time to Complete Business Combination, Related Redemptions of Class A Ordinary Shares and Related Matters.
As amended, the Company will have until April 25, 2024, (or until October 25, 2024, as described above) to complete its initial Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares for a per share pro rata portion of the Trust Account, including interest, but less taxes payable and amounts released to the Company for working capital (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining shareholders, as part of its plan of dissolution and liquidation. The initial shareholders have entered into letter agreements with us, pursuant to which they have waived their rights to participate in any redemption with respect to their initial shares; however, if the initial shareholders or any of the Company’s officers, directors or affiliates acquire Class A ordinary shares in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the Completion Window.
In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the price per Unit in the Public Offering.
Risks and Uncertainties:
COVID-19
— 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 an effect on the Company’s financial position, results of its operations and/or search for a target company and/or a target company’s financial position and results of its operations, the specific impact is not readily determinable as of the date of these condensed financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Ongoing Conflicts — The impact of ongoing and evolving military conflicts, including for example between Russia and Ukraine and Israel and Gaza, including sanctions and countermeasures, on domestic and global economic and geopolitical conditions in general is not determinable as of the date of these condensed financial statements.
 
9
Nasdaq Listing:
On June 28, 2023, the Company received a written notice (the “First Notice”) from the Listing Qualifications Department (the “Nasdaq Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for 30 consecutive business days, the Company’s Market Value of Listed Securities (“MVLS”) was below the minimum of $50 million required for continued listing on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A) (the “Market Value Standard”). The Nasdaq Staff also noted that the Company does not meet the requirements under Nasdaq Listing Rules 5450(b)(1)(A) (Equity Standard) and 5450(b)(3)(A) (Total Assets/Total Revenue Standard). An indicator is displayed with quotation information related to the Company’s securities on NASDAQ.com and NSDAQTrader.com and may be displayed by other third party providers of market data information, however the First Notice does not impact the listing of the Company’s securities on the Nasdaq Global Market at this time.
The First Notice provided that, in accordance with Nasdaq Listing Rule 5810(c)(3)(C) (the “Compliance Period Rule”), the Company has a period of 180 calendar days from the date of the First Notice, or until December 26, 2023 (the “Compliance Date”), to regain compliance with the Market Value Standard. During this period, the Company’s securities will continue to trade on the Nasdaq Global Market. If at any time before the Compliance Date the Company’s MVLS closes at or above $50 million for a minimum of 10 consecutive business days as required under the Compliance Period Rule, the Nasdaq Staff will provide written notification to the Company that it has regained compliance with the Market Value Standard and will close the matter (unless the Nasdaq Staff exercises its discretion to extend this 10
business-day-period
pursuant to Nasdaq Listing Rule 5810(c)(3)(H)).
The Company intends to monitor its MVLS between now and the Compliance Date, and may, if appropriate, evaluate available options to resolve the deficiency under the Market Value Standard and regain compliance with the Market Value Standard. Additionally, the Company may consider applying to transfer the listing of its securities to the Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that market). However, there can be no assurance that the company will be able to regain or maintain compliance with the Market Value Standard.
If the Company does not regain compliance with the Market Value Standard by the Compliance Date, the Nasdaq Staff will provide a written notification to the Company that its securities are subject to delisting. At that time, the Company may appeal the Nasdaq Staff’s delisting determination to a Hearings Panel (the “Panel”). However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination by the Nasdaq Staff to the Panel, such appeal would be successful.
Subsequent to September 30, 2023, on October 9, 2023, the Company received a written notice (the “Second Notice”) from the Nasdaq staff notifying the Company that the Company was not in compliance with Listing Rule 5450(a)(2) (the “Minimum Public Holders Rule”), which requires the Company to maintain a minimum of 400 public holders for continued listing on the Nasdaq Global Market. The Notice is only a notification of deficiency, not of imminent delisting, and has no immediate effect on the listing or trading of the Company’s securities on the Nasdaq Global Market.
The Second Notice states that the Company has 45 calendar days to submit a plan to regain compliance with the Minimum Public Holders Rule. The Company intends to submit a plan to regain compliance with the Minimum Public Holders Rule within the required timeframe (the “Plan”). Additionally, the Company may consider applying to transfer the listing of its securities to the Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that market). If Nasdaq accepts the Plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Second Notice to evidence compliance with the Minimum Public Holders Rule. If Nasdaq does not accept the Plan, the Company will have the opportunity to appeal the decision to the Panel.
There can be no assurance that Nasdaq will accept the Plan, that any appeal to the Panel would be successful if Nasdaq does not accept the Plan, or that the Company will be able to regain or maintain compliance with the Minimum Public Holders Rule.
 
10
Liquidity and Going Concern:
In connection with the assessment of going concern considerations in accordance with the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic
205-40,
“Presentation of Financial
Statements-Going
Concern,” the Company has until April 25, 2024 (or until October 25, 2024, as described above) to consummate an initial Business Combination. It is uncertain that the Company will be able to consummate an initial Business Combination by this time. If an initial Business Combination cannot be completed prior to April 25, 2024, there will be a mandatory liquidation and subsequent dissolution of the Company unless, prior to such date, the Company receives an extension approval from its shareholders or elects to extend the date on which an initial Business Combination must be consummated (the Company may extend the date on which an initial Business Combination must be consummated to October 25, 2024 in two separate
three-month
extensions subject to satisfaction of certain conditions, including the deposit of $0.10 per Unit in each case (or up to approximately $209,000 after giving effect to the Company’s shareholders’ redemptions made in connection with the Extension Proposal) for each
three-month
extension).
Further, as shown in the accompanying condensed financial statements, the Company had approximately $147,000 in cash and cash equivalents at September 30, 2023 and negative cash flows from operations of approximately $597,000 for the nine months ended September 30, 2023. The Company also has credit available from its Sponsor of up to $1,500,000 in working capital loans as described in Note 5. If the Company were to extend the April 25, 2024 date to October 25, 2024, the Company would have to make extension payments aggregating approximately $418,000 for two three-month extensions. The Company may not have sufficient funds, or funds available, at September 30, 2023 to enable it to sustain operations for a period of at least one year after the issuance date of these condensed financial statements.
Management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date these condensed financial statements are released. The Company intends to address this by completing a Business Combination within the proscribed timeframe, however there is no assurance that this can be done. The condensed interim 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 interim financial statements of the Company are presented in U.S. dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission ( the “SEC”), specifically Article 8.03 of regulation
S-X,
and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2023, and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year.
The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form
10-K
filed on March 31, 2023.
All dollar amounts are rounded to the nearest thousand dollars.
Emerging Growth Company:
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by 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 auditor 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.
 
11
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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for
pu
blic 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.
Net Income (Loss) per Ordinary Share:
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income or loss per ordinary share is computed by dividing net income or loss applicable to the Class A ordinary share and the Class B ordinary share (collectively, the “Ordinary Shares”) shareholders by the weighted average number of ordinary shares outstanding during the period plus, to the extent dilutive, the incremental number of ordinary shares to settle warrants, as calculated using the treasury stock method.
The Company has not considered the effect of the warrants sold in the Public Offering (the “Public Warrants”) and Private Placement to purchase an aggregate of 20,500,000 Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be
anti-dilutive
under the treasury stock method. As a result, diluted income (loss) per ordinary share is the same as basic income (loss) per ordinary share for the periods presented.
At September 30, 2023 and 2022, the Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata among the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding during the respective period.
The following table reflects the net income per share after allocating income between the shares based on outstanding shares.
 
    
For the three months ended
September 30, 2023
     
For the three months ended
September 30, 2022
  
    
Class A
     
Class B
     
Class A
     
Class B
  
Numerator:
            
Allocation of income – basic and diluted
    $ 200,000      $ 477,000      $ 440,000      $ 110,000  
Denominator:
            
Basic and diluted weighted average ordinary shares outstanding
      2,090,000        5,000,000        20,000,000        5,000,000  
Basic and diluted net income per ordinary share
    $ 0.10      $ 0.10      $ 0.02      $ 0.02  
  
 
 
     
 
 
     
 
 
     
 
 
  
 
    
For the nine months ended
September 30, 2023
     
For the nine months ended
September 30, 2022
  
    
Class A
     
Class B
     
Class A
     
Class B
  
Numerator:
            
Allocation of income – basic and diluted
    $ 1,397,000      $ 783,000      $ 6,798,000      $ 1,699,000  
Denominator:
            
Basic and diluted weighted average ordinary shares outstanding
      8,913,000        5,000,000        20,000,000        5,000,000  
Basic and diluted net income per ordinary share
    $ 0.16      $ 0.16      $ 0.34      $ 0.34  
  
 
 
     
 
 
     
 
 
     
 
 
  
 
12
Investments held in Trust Account:
The Company complies with FASB ASC 820, “Fair Value Measurements,” for its financial assets and liabilities that are
re-measured
and reported at fair value at each reporting period, and
non-financial
assets and liabilities that are
re-measured
and reported at fair value at least annually.
Upon the closing of the Public Offering and the Private Placement, a total of $204,000,000 was deposited into the Trust Account and, on April 14, 2023, a total of 167 Class A ordinary share shareholders elected to redeem an aggregate of 17,910,004 Class A ordinary shares, representing approximately 89.55% of the Class A ordinary shares then issued and outstanding, for an aggregate of approximately $187,475,000 in cash, which was paid on or around April 21, 2023. Accordingly, approximately $22,628,000 remained in the Trust Account as of September 30, 2023. The proceeds in the Trust Account may be invested in either cash, U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule
2a-7
under the Investment Company Act of 1940, as amended, and that invest solely in U.S. government treasury obligations. At September 30, 2023 the Trust Account is in cash and at December 31, 2023 the Trust account is invested in money market funds.
The Company classifies its U.S. government treasury bills and equivalent securities as
held-to-maturity
in accordance with FASB ASC 320, “Investments
-
Debt and Equity Securities.”
Held-to-maturity
securities are those securities which the Company has the ability and intent to hold until maturity.
Held-to-maturity
U.S. government
treasury
bills are recorded at amortized cost on the balance sheets and adjusted for the amortization of discounts.
Cash and cash equivalents:
The Company considers all highly liquid instruments with maturities of one year or less when acquired to be cash equivalents. At September 30, 2023, cash and cash equivalents totaled approximately $147,000 consisting of approximately $15,000 in cash and approximately $131,000 in a bank sponsored, overnight repurchase agreement that matured on October 2, 2023 with interest. At December 31, 2022, the $744,000 in cash and cash equivalents consisted entirely of cash deposits.    
Concentration of Credit Risk:
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. Any loss incurred or lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows.
Financial Instruments:
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their
short-term
nature.
Fair Value Measurements:
The Company complies with FASB ASC 820, “Fair Value Measurements and Disclosures,” for its financial assets and liabilities that are
re-measured
and reported at fair value at each reporting period, and
non-financial
assets and liabilities that are
re-measured
and reported at fair value at least annually.
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a
three-tier
fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
 
13
  •  
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
 
  •  
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
 
  •  
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Use of Estimates:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 as of September 30, 2023, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the Public Warrant and the Private Placement Warrant (as defined below) liabilities.
Offering Costs:
The Company complies with the requirements of the FASB ASC
340-10-S99-1
and SEC Staff Accounting Bulletin (SAB) Topic 5A— “Expenses of Offering.” Costs incurred in connection with preparation for the Public Offering were approximately $11,725,000 including approximately $725,000 of Company costs together with $11,000,000 of underwriters’ discount. Such costs have been allocated to equity instruments ($11,234,000) and warrant liability ($491,000), based on their relative values, and charged to equity or expense (in the case of the portion allocated to warrant liability) upon completion of the Public Offering. The Company retained an independent financial advisor in connection with the Public Offering and paid an agreed amount of $175,000 that was included in offering costs, net of full reimbursement by the underwriters.
Class A Ordinary Shares Subject to Possible Redemption:
All of the 20,000,000 Class A ordinary shares sold on October 25, 2021 as part of a Unit in the Public Offering discussed in Note 3 contain a redemption feature which allows for the redemption of ordinary shares under the Company’s liquidation or tender offer/shareholder approval provisions. In connection with the Extension, a total of 167 Class A ordinary share shareholders elected to redeem an aggregate of 17,910,004 Class A ordinary shares, representing approximately 89.55% of the Class A ordinary shares then issued and outstanding, for an aggregate of approximately $187,475,000 in cash, which was paid on or around April 21, 2023. As such, there remain 2,089,996 Class A ordinary shares outstanding as of September 30, 2023, all of which are subject to redemption.
In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its Second Amended and Restated Memorandum and Articles of Association provide that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (tangible assets less intangible assets and liabilities) to be less than $5,000,001. However, because all of the Class A ordinary shares are redeemable, all of the shares are recorded as Class A ordinary shares subject to redemption on the Company’s condensed balance sheets.
 
14
The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by adjustments to additional
paid-in
capital. Accordingly, at September 30, 2023 and December 31, 2022, 2,089,996 of the 2,089,996 Class A ordinary shares and 20,000,000 of the 20,000,000 Class A ordinary shares were classified outside of permanent equity, respectively. Class A ordinary shares subject to redemption consist of:
 
     Dollars      Shares  
Gross proceeds of Public Offering
    $ 200,000,000        20,000,000  
Less: Proceeds allocated to Public Warrants
      (7,900,000 )       —    
Offering costs
      (11,234,000 )       —    
Plus: Remeasurement of carrying value to redemption value at Public Offering date
      23,134,000        —    
  
 
 
     
 
 
  
Subtotal at the date of the Public Offering and at December 31, 2021
      204,000,000        20,000,000  
Plus: Remeasurement of carrying value to redemption value at December 31, 2022
      2,946,000        —    
  
 
 
     
 
 
  
Subtotal at December 31, 2022
      206,946,000        20,000,000  
Less: Payments to shareholders who elected to redeem 17,910,004 Class A ordinary shares in connection with the Extension (as defined below) on or around April 21, 2023
      (187,475,000 )       (17,910,004 ) 
  
 
 
     
 
 
  
Plus: Remeasurement of carrying value to redemption value at September 30, 2023
      3,157,000        —    
  
 
 
     
 
 
  
Class A ordinary shares subject to redemption at September 30, 2023
    $ 22,628,000        2,089,996  
  
 
 
     
 
 
  
Income Taxes:
FASB ASC 740 “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be
more-likely-than-not
to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2023 and December 31, 2022. The Company recognizes interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. 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. As such, the Company’s tax provision was zero for the periods presented.
The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
Derivative Financial Instruments:
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance, and the liability is then
re-valued
at each reporting date, as determined by the Company based upon a valuation report obtained from its independent
third-party
valuation firm, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or
non-current
based on whether or not
net-cash
settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company’s warrant liability is a derivative financial instrument – see Note 5.
 
15
Recent Accounting Pronouncements:
In August 2020, the FASB issued ASU
2020-06,
Debt — Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic
815-40)
(“ASU
2020-06”)
to simplify accounting for certain financial instruments. ASU
2020-06
eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU
2020-06
amends the diluted earnings per share guidance, including the requirement to use the
if-converted
method for all convertible instruments. ASU
2020-06
is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently evaluating the impact that the pronouncement will have on the financial statements.
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
Subsequent Events:
The Company evaluated subsequent events and transactions that occurred after the date of the balance sheet through the date that the financial statements were issued. All such events that would require adjustment or disclosure have been so disclosed in the condensed financial statements – See Note 1 regarding the Second Notice received from the Nasdaq Staff on October 9, 2023 notifying the Company that the Company was not in compliance with the Minimum Public Holders Role..
Note 3—Public Offering
On October 25, 2021, the Company closed on the Public Offering and sale, including the underwriters’ partial exercise of their
over-allotment
option, of 20,000,000 units at a price of $10.00 per unit (the “Units”). Each Unit consists of one of the Company’s Class A ordinary shares and
one-half
of one Public Warrant. Each whole Public Warrant offered in the Public Offering is exercisable to purchase one share of the Company’s Class A ordinary shares. See Note 6.
The Company granted the underwriters a
45-day
option to purchase up to 2,625,000 additional Units to cover any
over-allotments,
at the Public Offering price less the underwriting discounts and commissions. At the closing of the Public Offering on October 25, 2021, the underwriters’ exercised 2,500,000 Units of such
over-allotment
option. The warrants that were issued in connection with 2,500,000
over-allotment
units exercised are identical to the Public Warrants and have no net cash settlement provisions. As discussed further in Note 5, after the closing of the Public Offering on October 25, 2021, 31,250 of the outstanding Class B ordinary shares remained forfeitable and in December 2021 those 31,250 shares were surrendered and retired.
The Company paid an underwriting discount of 2.0% of the per Unit price, $4,000,000, to the underwriters at the closing of the Public Offering and was obligated to pay a deferred underwriting fee of 3.5% of the per Unit price, $7,000,000, upon the completion of the Company’s initial Business Combination.
On October 3, 2022, one of the underwriters in the Company’s October 25, 2021 Public Offering agreed to forfeit their 47.5% interest in the deferred underwriting compensation of $7,000,000. As such, in October 2022, $3,325,000 was reduced from the deferred underwriting compensation liability and from accumulated deficit. At September 30, 2023 and December 31, 2022, the amount outstanding in the Trust Account was approximately, $22,628,000 and $206,946,000, respectively.
Note 4—Trust Account and Fair Value Measurement
In March 2023, the Trust Account’s investment in money market funds was transferred to cash and as such, at September 30, 2023 the proceeds of the Trust Account were invested in cash. At December 31, 2022, the proceeds of the Trust Account were invested primarily in money market funds meeting certain conditions described in Note 1—Description of Organization, Business Operations and Liquidity—The Trust Account above.
 
16
On April 14, 2023, in connection with the amendment of the Company’s amended and restated memorandum and articles of association, the Company directed the Trust Account trustee to deliver approximately $187,475,000 to shareholders that requested redemption as discussed further in Note 1—Description of Organization, Business Operations and Liquidity—Extension of Time to Complete Business Combination, Related Redemptions of Class A Ordinary Shares and Related Matters.
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments at December 31, 2022 consisted of money market funds that invest only in U.S. government treasury bills, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows:
 
Description
   
Quoted Prices in
Active Markets
December 31, 2022
(Level 1)
  
Assets:
   
Money market funds
    $ 206,946,000  
  
 
 
  
Note 5—Related party transactions
Founder Shares:
On February 10, 2021, the Sponsor purchased 6,468,750 Class B ordinary shares (the “Founder Shares”) for $25,000 or approximately $0.004 per share (up to 843,750 of which were subject to forfeiture to the extent the underwriters’
over-allotment
option was not exercised in full). The Founder Shares are substantially identical to the Class A ordinary shares included in the Units sold in the Public Offering except that the Founder Shares automatically convert into Class A ordinary shares at the time of the initial Business Combination, or at any time prior thereto at the option of the holder, and are subject to certain transfer restrictions, as described in more detail below. On September 30, 2021, the Sponsor surrendered 2,156,250 Class B ordinary shares for no consideration, resulting in 4,312,500 shares outstanding of which 562,500 were subject to forfeiture in the event the underwriters’
over-allotment
option was not exercised. On October 21, 2021, the Company executed a share capitalization that increased the number of Class B ordinary shares outstanding to 5,031,250, 656,250 of which were subject to forfeiture to the extent the underwriters’
over-allotment
option was not exercised in full. After the closing of the Public Offering on October 25, 2021, 31,250 of such shares remained forfeitable and were forfeited in December 2021.
The Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or (B), subsequent to the Company’s initial Business Combination, if (x) the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property.
Private Placement Warrants:
In connection with the closing of the Public Offering on October 25, 2021 (Note 3), the Sponsor purchased from the Company an aggregate of 10,500,000 warrants at a price of $1.00 per warrant (a purchase price of $10,500,000), in the Private Placement which occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share. The purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering, net of expenses of the offering and working capital to be available to the Company, to be held in the Trust Account pending completion of the Company’s initial Business Combination. The Private
 
17
Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be
non-redeemable
so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its 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. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants and have no net cash settlement provisions.
If the Company does not complete a Business Combination, then the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution to the holders of Public Shares and the Private Placement Warrants issued to the Sponsor will expire worthless.
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 the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of 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 Company’s initial shareholders or their affiliates, without taking into account any Founder Shares or warrants held by the Company’s initial stockholders or such affiliates as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Registration Rights:
The Company’s initial shareholders and the holders of the Private Placement Warrants are entitled to registration rights pursuant to a registration and shareholder rights agreement executed in connection with the closing of the Public Offering on October 25, 2021. These holders are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have
“piggy-back”
registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the registration and shareholder rights agreement.
Related Party Loans:
In February 2021, the Sponsor agreed to loan the Company an aggregate of $300,000 by drawdowns of not less than $10,000 each against the issuance of an unsecured promissory note (the “Initial Note”) to cover expenses related to the Public Offering. The Initial Note was
non-interest
bearing and payable on the earlier of December 31, 2021 or the completion of the Public Offering. The Company borrowed a total of $240,000 under the Initial Note prior to October 25, 2021. Upon the closing of the Public Offering on October 25, 2021, the Initial Note was repaid in full and there was no amount outstanding at September 30, 2023 or December 31, 2022.
Working Capital Loans:
If the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors make any working capital loans, up to $1,500,000 of such loans may be converted into warrants, at the price of $1.00 per warrant, at the option of the lender. Such warrants would be identical to the Private Placement Warrants.
 
18
On June 29, 2023, the Company entered into an unsecured promissory note (the “Note”) with the Sponsor, providing for an aggregate amount of loans up to $1,500,000 to fund the Company’s operating expenses. At September 30, 2023, no amounts have been borrowed under the Note.
The Note bears no interest. All unpaid principal under the Note will be payable on the earliest to occur of (i) the date on which the Company consummates an initial Business Combination or (ii) the date of the liquidation of the Company (such date, the “Maturity Date”). In the event the Company consummates its initial Business Combination, the Sponsor has the option on the Maturity Date to convert up to an aggregate of $1,500,000 of the principal outstanding under the Note into that number of warrants (“Working Capital Warrants”) equal to the portion of the principal amount of the Note being converted divided by $1.00. The terms of the Working Capital Warrants, if any, would be identical to the terms of the Private Placement Warrants. The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note, and all other sums payable with regard to the Note becoming immediately due and payable.
Administrative Services Agreement:
The Company has agreed to pay $10,000 a month to the Sponsor under an Administrative Services Agreement for the services to be provided by one or more investment professionals, creation and maintenance of the Company’s website, and miscellaneous additional services. Services commenced on October 21, 2021, the date the Company’s securities were first listed on the NASDAQ Global Market and will terminate upon the earlier of the consummation by the Company of an initial Business Combination or the liquidation of the Company. The Company charged $30,000 and $90,000, respectively, to operations in each of the three and nine months ended September 30, 2023 and 2022, under this agreement. There were approximately $30,000 and $0, respectively, included in accrued liabilities at September 30, 2023 and December 31, 2022.
Note 6—Warrant liabilities
At September 30, 2023 and December 31, 2022, the Company had a total of 20,500,000 warrants outstanding, including 10,000,000 Public Warrants and 10,500,000 Private Placement Warrants.
The Company accounts for its warrants outstanding consistent with the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” (the “Staff Statement”) issued on April 12, 2021 by the staff (the “Staff”) of the Division of Corporation Finance of the SEC. The Company’s management has evaluated its warrants under ASC Subtopic
815-40,
Contracts in Entity’s Own Equity including the assistance of accounting and valuation consultants and concluded that the Company’s warrants are not indexed to the Company’s shares in the manner contemplated by ASC
Section 815-40-15
because the holder of the instrument is not an input into the pricing of a
fixed-for-fixed
option on equity shares. Therefore, the Company accounts for its warrants as warrant liabilities.
The following table presents information about the Company’s warrant liabilities that are measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.
 
Description
   
September 30,
2023
     
Quoted Prices
in Active
Markets
(Level 1)
     
Significant
Other
Observable
Inputs
(Level 2)
     
Significant
Other
Unobservable
Inputs
(Level 3)
  
Warrant Liabilities:
            
Public Warrants
    $ 400,000      $ —        $ 400,000      $ —    
Private Placement Warrants
    $ 420,000      $ —        $ 420,000      $ —    
  
 
 
     
 
 
     
 
 
     
 
 
  
Warrant liabilities at September 30, 2023
    $ 820,000      $ —        $ 820,000      $ —    
  
 
 
     
 
 
     
 
 
     
 
 
  
 
19
Description
   
December 31,
2022
     
Quoted Prices
in Active
Markets
(Level 1)
     
Significant
Other
Observable
Inputs
(Level 2)
     
Significant
Other
Unobservable
Inputs
(Level 3)
  
Warrant Liabilities:
            
Public Warrants
    $ 300,000      $ 300,000      $ —        $ —    
Private Placement Warrants
    $ 315,000      $ —        $ 315,000      $ —    
  
 
 
     
 
 
     
 
 
     
 
 
  
Warrant liabilities at December 31, 2022
    $ 615,000      $ 300,000      $ 315,000      $ —    
  
 
 
     
 
 
     
 
 
     
 
 
  
At December 31, 2022, the Company valued its Public Warrants based on publicly observable inputs (Level 1 inputs) from the trading in the Public Warrants in an active market ($0.03 per warrant on December 31, 2022). During the three months ended June 30, 2023, the trading in the Company’s warrants became less active. So at June 30, 2023, the Company transferred the Public Warrants from Level 1 to Level 2 (significant other observable inputs) using the public trading price ($0.03 per warrant at September 30, 2023) as a guide. During the three months ended September 30, 2023, the trading in the Company’s warrants remained less active. Since the Private Placement Warrants are substantially similar to the Public Warrants but do not trade, the Company valued them based on the value of the Public Warrants (significant other observable inputs – Level 2). The Company is required to record the warrants at fair value at each reporting period, with changes in fair value recognized in the statements of operations. Transfers between Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.
At inception of the warrants on October 25, 2021, which became separable from the Units on December 13, 2022, the Company utilized an independent valuation consultant that used a binomial lattice model incorporating the
Cox-Ross-Rubenstein
methodology to value the warrants. The estimated fair value of the warrant liability at October 25, 2021 was determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected
share-price
volatility, expected life,
risk-free
interest rate and dividend yield. The Company estimated the volatility of its shares based on historical volatility that matches the expected remaining life of the warrants. The
risk-free
interest rate is based on the U.S. Treasury
zero-coupon
yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants was assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.
The warrant liabilities are not subject to qualified hedge accounting.
Note 7—Shareholders’ Deficit
Ordinary Shares:
The authorized ordinary shares of the Company include 200,000,000 Class A ordinary shares, par value, $0.0001, and 20,000,000 Class B ordinary shares, par value, $0.0001, or 220,000,000 ordinary shares in total. Upon completion of the Public Offering, the Company may (depending on the terms of the Business Combination) be required to increase the authorized number of shares at the same time as its shareholders vote on the Business Combination to the extent the Company seeks shareholder approval in connection with its Business Combination. Holders of the Class A and Class B ordinary shares vote together as a single class and are entitled to one vote for each share of Class A and Class B ordinary shares.
In connection with the Extension, a total of 167 Class A ordinary share shareholders elected to redeem an aggregate of 17,910,004 Class A ordinary shares, representing approximately 89.55% of the Class A ordinary shares then issued and outstanding, for an aggregate of approximately $187,475,000 in cash, which was paid on or around April 21, 2023.
At September 30, 2023 and December 31, 2022 there were 5,000,000 Class B ordinary shares issued and outstanding and no Class A ordinary shares issued or outstanding (excluding 2,089,996 and 20,000,000 shares, respectively, subject to possible redemption) as of September 30, 2023 and December 31, 2022.
 
20
Preferred Shares:
The Company is authorized to issue 1,000,000 preferred shares, par value $0.0001, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2023 and December 31, 2022, there were no preferred shares issued or outstanding.
Note 8—Commitments and Contingencies
Registration Rights:
The Company’s initial shareholders are, and the holders of the Private Placement Warrants will be, entitled to registration rights, as described in Note 4, pursuant to a registration and shareholder rights agreement signed in connection with the Public Offering.
 
21

Table of Contents

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

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

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended 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 on Form 10-Q 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 “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar 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 described in Part I, Item 1A “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 16, 2023, Item 1A, Part II “Risk Factors” of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 filed with the SEC on August 11, 2023, as well as Item 1A, Part II of this Quarterly Report. 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 9, 2021 as a Cayman Islands exempted company for the purpose of effecting a Business Combination that we have not yet identified. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies. We intend to effectuate our initial Business Combination using cash from the proceeds of the Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, equity and debt.

The issuance of additional shares in a Business Combination:

 

  •  

may significantly dilute the equity interest of investors in the Public Offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

 

  •  

may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;

 

  •  

could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

 

  •  

may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and

 

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  •  

may adversely affect prevailing market prices for our Units, Class A ordinary shares and/or warrants; and may not result in adjustment to the exercise price of our warrants.

Similarly, if we issue debt or otherwise incur significant debt, it could result in:

 

  •  

default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;

 

  •  

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

 

  •  

our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

 

  •  

our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

 

  •  

our inability to pay dividends on our Class A ordinary shares;

 

  •  

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

 

  •  

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

 

  •  

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

 

  •  

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

As indicated in the accompanying unaudited condensed financial statements, as of September 30, 2023 we had approximately $147,000 of cash and cash equivalents and approximately $47,000 of working capital. Further, we expect to incur significant costs in the pursuit of our initial Business Combination. We cannot assure you that our plans to complete our initial Business Combination will be successful.

Recent Developments

Extension of Time to Complete Business Combination, Related Redemptions of Class A Ordinary Shares and Related Matters:

The Company’s amended and restated memorandum and articles of association previously provided that the Company had until April 25, 2023 to complete a Business Combination (or until October 25, 2023 in two separate three-month extensions subject to satisfaction of certain conditions, including the deposit of up to $0.10 per Unit in each case (or up to approximately $209,000 after giving effect to the Company’s shareholders’ redemptions made in connection with the Extension Proposal) for each three-month extension, into the Trust Account, or as extended by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association). On April 14, 2023, at the Extraordinary General Meeting, the Voting Shareholders approved an amendment and restatement of the amended and restated memorandum and articles of association to extend the date by which the Company must complete a business combination from April 25, 2023, to April 25, 2024 (or until October 25, 2024 in two separate three-month extensions subject to satisfaction of certain conditions, including the deposit of $0.10 per Unit in each case (or up to approximately $209,000 after giving effect to the Company’s shareholders’ redemptions made in connection with the Extension Proposal) for each three-month extension, into the Trust Account, or as extended by the Company’s shareholders in accordance with the Company’s Second Amended and Restated Memorandum and Articles of Association).

 

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In connection with the Extension, a total of 167 Class A ordinary share shareholders elected to redeem an aggregate of 17,910,004 Class A ordinary shares, representing approximately 89.55% of the Class A ordinary shares then issued and outstanding, for an aggregate of approximately $187,475,000 in cash, which was paid on or around April 21, 2023.

Working Capital Loan:

On June 29, 2023, the Company, entered into the Note with the Sponsor, providing for an aggregate amount of loans up to $1,500,000 to fund the Company’s operating expenses. At September 30, 2023, no amounts have been borrowed under the Note.

The Note bears no interest. All unpaid principal under the Note will be payable on the Maturity Date). In the event the Company consummates its initial Business Combination, the Sponsor has the option on the Maturity Date to convert up to an aggregate of $1,500,000 of the principal outstanding under the Note into Working Capital Warrants equal to the portion of the principal amount of the Note being converted divided by $1.00. The terms of the Working Capital Warrants, if any, would be identical to the Private Placement Warrants. The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note, and all other sums payable with regard to the Note becoming immediately due and payable.

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard:

On June 28, 2023, the Company received the First Notice from the Nasdaq Staff of Nasdaq notifying the Company that, for 30 consecutive business days, the Company’s MVLS was below the minimum of $50 million required for continued listing on the Nasdaq Global Market pursuant to the Market Value Standard. The Nasdaq Staff also noted that the Company does not meet the requirements under Nasdaq Listing Rules 5450(b)(1)(A) (Equity Standard) and 5450(b)(3)(A) (Total Assets/Total Revenue Standard). An indicator is displayed with quotation information related to the Company’s securities on NASDAQ.com and NSDAQTrader.com and may be displayed by other third party providers of market data information, however the Notice does not impact the listing of the Company’s securities on the Nasdaq Global Market at this time.

The First Notice provided that, in accordance with the Compliance Period Rule, the Company has a period of 180 calendar days from the date of the First Notice, or until the Compliance Date, to regain compliance with the Market Value Standard. During this period, the Company’s securities will continue to trade on the Nasdaq Global Market. If at any time before the Compliance Date the Company’s MVLS closes at or above $50 million for a minimum of 10 consecutive business days as required under the Compliance Period Rule, the Nasdaq Staff will provide written notification to the Company that it has regained compliance with the Market Value Standard and will close the matter (unless the Nasdaq Staff exercises its discretion to extend this 10 business-day-period pursuant to Nasdaq Listing Rule 5810(c)(3)(H)).

The Company intends to monitor its MVLS between now and the Compliance Date, and may, if appropriate, evaluate available options to resolve the deficiency under the Market Value Standard and regain compliance with the Market Value Standard. Additionally, the Company may consider applying to transfer the listing of its securities to the Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that market). However, there can be no assurance that the company will be able to regain or maintain compliance with the Market Value Standard.

If the Company does not regain compliance with the Market Value Standard by the Compliance Date, the Nasdaq Staff will provide a written notification to the Company that its securities are subject to delisting. At that time, the Company may appeal the Nasdaq Staff’s delisting determination to the Panel. However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination by the Nasdaq Staff to the Panel, such appeal would be successful.

 

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Subsequent to September 30, 2023, on October 9, 2023, the Company received the “Second Notice from the Nasdaq Staff notifying the Company that the Company was not in compliance with the Minimum Public Holders Rule, which requires the Company to maintain a minimum of 400 public holders for continued listing on the Nasdaq Global Market. The Second Notice is only a notification of deficiency, not of imminent delisting, and has no immediate effect on the listing or trading of the Company’s securities on the Nasdaq Global Market.

The Second Notice states that the Company has 45 calendar days to submit a plan to regain compliance with the Minimum Public Holders Rule. The Company intends to submit a plan to regain compliance with the Minimum Public Holders Rule within the required timeframe. Additionally, the Company may consider applying to transfer the listing of its securities to the Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that market). If Nasdaq accepts the Plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Second Notice to evidence compliance with the Minimum Public Holders Rule. If Nasdaq does not accept the Plan, the Company will have the opportunity to appeal the decision to thePanel.

There can be no assurance that Nasdaq will accept the Plan, that any appeal to the Panel would be successful if Nasdaq does not accept the Plan, or that the Company will be able to regain or maintain compliance with the Minimum Public Holders Rule.

Results of Operations and Known Trends or Future Events

Our entire activity from February 9, 2021 (inception) through October 25, 2021, was in preparation for a Public Offering, and since our Public Offering through September 30, 2023, our activity has been limited to identifying and completing a suitable initial Business Combination. We will not generate any operating revenues until the closing and completion of our initial Business Combination.

For the three and nine months ended September 30, 2023, we had net income of approximately $677,000 and $2,180,000, respectively, which consisted of an approximately $615,000 and ($205,000), respectively, in change in fair value of derivative warrant liabilities, and approximately $258,000 and $3,157,000, respectively, of interest income on cash and investments held in Trust Account, partly offset by approximately $196,000 and $772,000, respectively, of loss from operations. The loss from operations consists primarily of our costs of operating as a public company, as well as costs of searching for a Business Combination.

For the three and nine months ended September 30, 2022, we had net income of approximately $550,000 and $8,497,000, respectively, which consisted of an approximately ($205,000) and $7,790,000, respectively, in change in fair value of derivative warrant liabilities, and approximately $921,000 and 1,216,000, respectively, of interest income on investments held in Trust Account, partly offset by approximately $166,000 and $509,000, respectively, of loss from operations. The loss from operations consists primarily of our costs of operating as a public company, as well as costs of searching for a Business Combination.

As discussed further in Note 5 to our condensed financial statements included in Part I, Item 1 of this Quarterly Report (and below), the Company accounts for its outstanding Public Warrants and Private Placement Warrants as derivative liabilities in the accompanying unaudited condensed financial statements. As a result, the Company is required to measure the fair value of the Public Warrants and Private Placement Warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for each current period.

In addition, since we are organized as an exempt company in the Cayman Islands we are not subject to income tax in either the Cayman Islands or the United States.

We have entered into an administrative services agreement pursuant to which we pay our Sponsor or an affiliate thereof $10,000 per month (which is a portion of the amounts of operating costs referenced above) for office space, utilities, secretarial and administrative services provided to members of our management team, as well as the services provided by one or more investment professionals, creation and maintenance of our website, and miscellaneous additional services and other expenses and obligations of our Sponsor. Furthermore, we may enter into consulting arrangements directly or indirectly with individuals (who will not be our executive officers) to provide similar services.

 

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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 an effect on the Company’s financial position, results of its operations and/or search for a target company and/or a target company’s financial position and results of its operations, the specific impact is not readily determinable as of the date of these condensed financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Liquidity and Capital Resources

Our liquidity needs were satisfied prior to the completion of the Public Offering through (i) $25,000 paid by our Sponsor to cover certain of our offering and formation costs in exchange for the issuance of the Founder Shares to our Sponsor and (ii) the receipt of loans to us of up to $240,000 by our Sponsor under an unsecured promissory note through closing of the Public Offering on October 25, 2021 and upon closing of the Public Offering, the entire balance of $240,000 was repaid.

The net proceeds from (i) the sale of the Units in the Public Offering, after deducting offering expenses of approximately $725,000, underwriting commissions of $4,000,000 including the commission on the underwriters’ over-allotment option exercise (excluding deferred underwriting commissions of $7,000,000, including the deferred commission on the underwriters’ over-allotment option, 47.5% of which has been forfeited on October 3, 2022 by one of the underwriters in the Company’s October 25, 2021 Public Offering, and including the deferred commission on the underwriters’ over-allotment option), and (ii) the sale of the Private Placement Warrants for a purchase price of $10,500,000 including the amount paid in connection with the underwriters’ over-allotment option exercise were approximately $205,775,000. Of this amount, $204,000,000 was deposited in the Trust Account, which includes the deferred underwriting commissions described above. The proceeds held in the Trust Account is required to be, and is invested only in cash or U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The remaining $1,775,000 has not been held in the Trust Account.

On April 14, 2023, in connection with the amendment of the Company’s amended and restated memorandum and articles of association, the Company directed the Trust Account trustee to deliver approximately $187,475,000 to the shareholders that requested redemption. Accordingly, approximately $22,628,000 remained in the Trust Account as of September 30, 2023.

We intend to use substantially all of the 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. Since we are an exempt Cayman Islands company, we do not expect to pay income taxes in the Cayman Islands or in the United States. 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 target business or businesses, make other acquisitions and pursue our growth strategies. Prior to the completion of our initial Business Combination, we had available to us the initial $1,775,000 of proceeds held outside the Trust Account, as well as certain funds from loans from our Sponsor, its affiliates or members of our management team. We are using these funds to primarily identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

We do not believe we will need to raise additional funds following the Public Offering in order to meet the expenditures required for operating our business prior to our initial Business Combination, other than funds available from loans from our Sponsor, its affiliates or members of our management team. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. 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. See Recent Developments—Working Capital Loan.

 

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If we complete our initial Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. 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 warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. 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, its affiliates or our management team 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.

In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed Business Combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific Business Combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.

Moreover, we may need to obtain additional financing to complete our initial Business Combination, either because the transaction requires more cash than is available from the proceeds held in our Trust Account, or because we become obligated to redeem a significant number of our Class A ordinary shares upon completion of the Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. If we have not consummated our initial Business Combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account.

Going Concern Consideration:

In connection with the assessment of going concern considerations in accordance with the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, “Presentation of Financial Statements-Going Concern,” the Company has until April 25, 2024 (or until October 25, 2024, as described above) to consummate an initial Business Combination. It is uncertain that the Company will be able to consummate an initial Business Combination by this time. If an initial Business Combination cannot be completed prior to April 25, 2024, there will be a mandatory liquidation and subsequent dissolution of the Company unless, prior to such date, the Company receives an extension approval from its shareholders or elects to extend the date on which an initial Business Combination must be consummated (the Company may extend the date on which an initial Business Combination must be consummated to October 25, 2024 in two separate three-month extensions subject to satisfaction of certain conditions, including the deposit of $0.10 per Unit in each case (or up to approximately $209,000 after giving effect to the Company’s shareholders’ redemptions made in connection with the Extension Proposal) for each three-month extension).

Further, as shown in the accompanying condensed financial statements, the Company had $147,000 in cash and cash equivalents at September 30, 2023 and negative cash flows from operations of approximately $597,000 for the nine months ended September 30, 2023. The Company also has credit available from its Sponsor of up to $1,500,000 in working capital loans as described in Note 5. If the Company were to extend the April 25, 2024 date to October 25, 2024, the Company would have to make extension payments aggregating approximately $418,000 for two three-month extensions. The Company may not have sufficient funds, or funds available, at September 30, 2023 to enable it to sustain operations for a period of at least one year after the issuance date of these condensed financial statements. Further, the Company may not have sufficient funds to extend the date on which an initial Business Combination must be consummated beyond April 24, 2024 as required by the Company’s Second Amended and Restated Memorandum and Articles of Association at the time it may intend to elect so extend.

 

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Given a Company-elected extension may require up to a $209,000 deposit commencing in April 2024 per three-month extension, should it elect to so extend, the Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

Management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date these condensed financial statements are released. The Company intends to address this by completing a Business Combination within the proscribed timeframe, however there is no assurance that this can be done. The condensed interim financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Critical Accounting Policies:

The preparation of financial statements and related disclosures in conformity with GAAP 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 financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. The Company has identified the following as its critical accounting policies:

Net Income (Loss) per Ordinary Share:

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income or loss per ordinary share is computed by dividing net income or loss applicable to the Ordinary Shares shareholders by the weighted average number of ordinary shares outstanding during the period plus, to the extent dilutive, the incremental number of ordinary shares to settle warrants, as calculated using the treasury stock method.

The Company has not considered the effect of the Public Warrants and Private Placement to purchase an aggregate of 20,500,000 Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted income (loss) per ordinary share is the same as basic income (loss) per ordinary share for the periods presented.

At September 30, 2023 and 2022, the Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata among the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding during the respective period.

The following table reflects the net income per share after allocating income between the shares based on outstanding shares.

 

     For the three months ended
September 30, 2023		      For the three months ended
September 30, 2022		  
     Class A      Class B      Class A      Class B  

Numerator:

            

Allocation of income – basic and diluted

    $ 200,000      $ 477,000      $ 440,000      $ 110,000  

Denominator:

            

Basic and diluted weighted average ordinary shares outstanding

      2,090,000        5,000,000        20,000,000        5,000,000  

Basic and diluted net income per ordinary share

    $ 0.10      $ 0.10      $ 0.02      $ 0.02  
  

 

 

     

 

 

     

 

 

     

 

 

  

 

     For the nine months ended
September 30, 2023		      For the nine months ended
September 30, 2022		  
     Class A      Class B      Class A      Class B  
Numerator:            

Allocation of income – basic and diluted

    $ 1,397,000      $ 783,000      $ 6,798,000      $ 1,699,000  

Denominator:

            

Basic and diluted weighted average ordinary shares outstanding

      8,913,000        5,000,000        20,000,000        5,000,000  

Basic and diluted net income per ordinary share

    $ 0.16      $ 0.16      $ 0.34      $ 0.34  
  

 

 

     

 

 

     

 

 

     

 

 

  

 

 

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Class A Ordinary Shares Subject to Possible Redemption:

All of the 20,000,000 Class A ordinary shares sold on October 25, 2021 as part of a Unit in the Public Offering discussed in Note 3 to our condensed financial statements included in Part I, Item 1 of this Quarterly Report. contain a redemption feature which allows for the redemption of the Ordinary Shares under the Company’s liquidation or tender offer/shareholder approval provisions. In connection with the Extension, a total of 167 Class A ordinary share shareholders elected to redeem an aggregate of 17,910,004 Class A ordinary shares, representing approximately 89.55% of the Class A ordinary shares then issued and outstanding, for an aggregate of approximately $187,475,000 in cash, which was paid on or around April 21, 2023. As such, there remain 2,089,996 Class A ordinary shares outstanding as of September 30, 2023, all of which are subject to redemption.

In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, the Company’s Second Amended and Restated Memorandum and Articles of Association provide that in no event will it redeem its Class A ordinary shares in an amount that would cause its net tangible assets (tangible assets less intangible assets and liabilities) to be less than $5,000,001. However, because all of the Class A ordinary shares are redeemable, all of the shares are recorded as Class A ordinary shares subject to redemption on the Company’s condensed balance sheets.

The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by adjustments to additional paid-in capital. Accordingly, at September 30, 2023 and December 31, 2022, 2,089,996 of the 2,089,996 Class A ordinary shares and 20,000,000 of the 20,000,000 Class A ordinary shares were classified outside of permanent equity, respectively. Class A ordinary shares subject to redemption consist of:

 

     Dollars      Shares  

Gross proceeds of Public Offering

    $ 200,000,000        20,000,000  

Less: Proceeds allocated to Public Warrants

      (7,900,000 )       —    

Offering costs

      (11,234,000 )       —    

Plus: Remeasurement of carrying value to redemption value at Public Offering date

      23,134,000        —    
  

 

 

     

 

 

  

Subtotal at the date of the Public Offering and at December 31, 2021

      204,000,000        20,000,000  

Plus: Remeasurement of carrying value to redemption value at December 31, 2022

      2,946,000        —    
  

 

 

     

 

 

  

Subtotal at December 31, 2022

      206,946,000        20,000,000  

Less: Payments to shareholders who elected to redeem 17,910,004 Class A ordinary shares in connection with the Extension on or around April 21, 2023

      (187,475,000 )       (17,910,004 ) 
  

 

 

     

 

 

  

Plus: Remeasurement of carrying value to redemption value at September 30, 2023

      3,157,000        —    
  

 

 

     

 

 

  

Class A ordinary shares subject to redemption at September 30, 2023

    $ 22,628,000        2,089,996  
  

 

 

     

 

 

  

Derivative Financial Instruments:

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance, and the liability is then re-valued at each reporting date, as determined by the Company based upon a valuation report obtained from its independent third-party valuation firm, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

 

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The Company’s warrant liability is a derivative financial instrument. See Note 5 to our condensed financial statements included in Part 1 of this Quarterly Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item. As of September 30, 2023, we were not subject to any market or interest rate risk. The net proceeds of the Public Offering, including amounts in the Trust Account, will be invested in U.S. government securities with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk. The funds in the Trust Account will be maintained in cash in an interest-bearing demand deposit account at a bank until the earlier of our initial Business Combination and our liquidation. Interest on such deposit account is currently approximately 4.5% per annum, but such deposit account carries a variable rate, and we cannot assure you that such rate will not decrease or increase significantly.

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures:

Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management evaluated, with the participation of our current executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of September 30, 2023, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that our disclosure controls and procedures were effective at September 30, 2023.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting:

There were no changes in our internal control over financial reporting that occurred during the three months ended September 30, 2023, covered by this Quarterly Report 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.

 

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Item 1A. Risk Factors

Certain factors may have a material adverse effect on our business, financial condition and results of operation. An investment in our securities involves a high degree of risk. You should consider carefully the risks and uncertainties described below, in addition to the other information contained herein and our other filings with the SEC, including our financial statements and related notes herein and our other filings with the SEC. In addition to the information set forth in this Quarterly Report, you should carefully consider the risk factors and other cautionary statements described under the heading “Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 31, 2023 (the “Form 10-K”) and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the SEC on May 15, 2023 (“Q1 10-Q”) which could materially affect our businesses, financial condition, or future results. As of the date of this Quarterly Report, there have been no material changes in our risk factors from those described in our Form 10-K and Q1 10-Q, except for the below risk factor. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We cannot assure that our securities will continue to be listed on Nasdaq in the future or prior to our initial Business Combination. In order to continue listing our securities on Nasdaq prior to our initial Business Combination, we must maintain certain financial, distribution and share price levels, such as a minimum market capitalization (generally $50,000,000) and a minimum number of holders of our securities (generally 300 public holders) Additionally, our Units will not be traded after completion of our initial Business Combination and, in connection with our initial Business Combination, we will be required to demonstrate compliance with Nasdaq initial listing requirements, which are more rigorous than Nasdaq continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our share price would generally be required to be at least $4.00 per share, our shareholders’ equity would generally be required to be at least $5 million and we would be required to have a minimum of 300 round lot holders of our unrestricted securities (with at least 50% of such round-lot holders holding unrestricted securities with a market value of at least $2,500). We may not be able to meet those listing requirements at that time, especially given the redemptions made in connection with the Extension and if there are a significant number of redemptions in connection with our initial Business Combination.

On June 28, 2023, we received the First Notice from the Nasdaq Staff of Nasdaq notifying us that, for 30 consecutive business days, our MVLS was below the minimum of $50,000,000 required for continued listing on the Nasdaq Global Market pursuant to the Market Value Standard. The Nasdaq Staff also noted that we do not meet the requirements under Nasdaq Listing Rules 5450(b)(1)(A) (Equity Standard) and 5450(b)(3)(A) (Total Assets/Total Revenue Standard). An indicator is displayed with quotation information related to our securities on NASDAQ.com and NSDAQTrader.com and may be displayed by other third party providers of market data information, however the Notice does not impact the listing of our securities on the Nasdaq Global Market at this time.

The First Notice provided that, in accordance with the Compliance Period Rule, we have a period of 180 calendar days from the date of the First Notice, or until the Compliance Date, to regain compliance with the Market Value Standard. During this period, our securities will continue to trade on the Nasdaq Global Market. If at any time before the Compliance Date the Company’s MVLS closes at or above $50,000,000 for a minimum of 10 consecutive business days as required under the Compliance Period Rule, the Nasdaq Staff will provide us with written notification that we have regained compliance with the Market Value Standard and will close the matter (unless the Nasdaq Staff exercises its discretion to extend this 10 business-day-period pursuant to Nasdaq Listing Rule 5810(c)(3)(H)).

The Company intends to monitor its MVLS between now and the Compliance Date, and may, if appropriate, evaluate available options to resolve the deficiency under the Market Value Standard and regain compliance with the Market Value Standard. Additionally, the Company may consider applying to transfer the listing of its securities to the Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that market). However, there can be no assurance that the company will be able to regain or maintain compliance with the Market Value Standard.

 

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If we do not regain compliance with the Market Value Standard by the Compliance Date, the Nasdaq Staff will provide us with a written notification that its securities are subject to delisting. At that time, we may appeal the Nasdaq Staff’s delisting determination to the Panel. However, there can be no assurance that, if we receive a delisting notice and appeal the delisting determination by the Nasdaq Staff to the Panel, such appeal would be successful.

Subsequent to September 30, 2023, on October 9, 2023, the Company received a written notice the Second NoticeNasdaq Staff notifying the Company that the Company was not in compliance with Listing Rule 5450(a)(2) (the “Minimum Public Holders Rule”), which requires the Company to maintain a minimum of 400 public holders for continued listing on the Nasdaq Global Market. The Second Notice is only a notification of deficiency, not of imminent delisting, and has no immediate effect on the listing or trading of the Company’s securities on the Nasdaq Global Market.

The Second Notice states that the Company has 45 calendar days to submit a plan to regain compliance with the Minimum Public Holders Rule. The Company intends to submit a plan to regain compliance with the Minimum Public Holders Rule within the required timeframe. Additionally, the Company may consider applying to transfer the listing of its securities to the Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that market). If Nasdaq accepts the Plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance with the Minimum Public Holders Rule. If Nasdaq does not accept the Plan, the Company will have the opportunity to appeal the decision to the the Panel.

There can be no assurance that Nasdaq will accept the Plan, that any appeal to the Panel would be successful if Nasdaq does not accept the Plan, or that the Company will be able to regain or maintain compliance with the Minimum Public Holders Rule.

If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to our, we could face significant material adverse consequences, including:

 

  •  

a limited availability of market quotations for our securities;

 

  •  

reduced liquidity for our securities;

 

  •  

a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

 

  •  

a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

 

  •  

a limited amount of news and analyst coverage; and

 

  •  

a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our Units, Class A ordinary shares and public warrants are listed on Nasdaq, our Units, Class A ordinary shares and public warrants qualify as covered securities under the statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.

 

32

Table of Contents

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.

 

Exhibit
Number		   

Description

31.1*    Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*    Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*    Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*    Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS    Inline XBRL Instance Document
101.SCH    Inline XBRL Taxonomy Extension Schema Document
101.CAL    Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF    Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB    Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE    Inline XBRL Taxonomy Extension Presentation Linkbase Document
104    Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

*

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

33

Table of Contents

SIGNATURE

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

 

Dated: November 13, 2023     GLOBAL TECHNOLOGY ACQUISITION CORP. I
    By:  

/s/ Arnau Porto Dolc

    Name:   Arnau Porto Dolc
    Title:   Chief Executive Officer
Dated: November 13, 2023     GLOBAL TECHNOLOGY ACQUISITION CORP. I
    By:  

/s/ Alexsander Baranski

    Name:   Aleksander Baranski
    Title:   Chief Financial Officer

 

 

34

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the

Securities Exchange Act of 1934

(Section 302 of the Sarbanes-Oxley Act of 2002)

I, Arnau Porto Dolc, certify that:

(1) I have reviewed this Quarterly Report on Form 10-Q of Global Technology Acquisition Corp. I;

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

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

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

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

(b) reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter 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 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.

 

Dated: November 13, 2023     By:  

/s/ Arnau Porto Dolc

    Name:   Arnau Porto Dolc
    Title:   Chief Executive Officer
    (Principal Executive Officer)

 

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Pursuant to Rule 13a-14(a) and Rule 15d-14(e) under the

Securities Exchange Act of 1934

(Section 302 of the Sarbanes-Oxley Act of 2002)

I, Aleksander Baranski, certify that:

(1) I have reviewed this Quarterly Report on Form 10-Q of Global Technology Acquisition Corp. I;

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

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

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

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

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

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

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter 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 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.

 

Dated: November 13, 2023     By:  

/s/ Alexsander Baranski

    Name:   Aleksander Baranski
    Title:   Chief Financial Officer
    (Principal Financial Officer)

 

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Pursuant to 18 U.S.C. 1350

(Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Quarterly Report on Form 10-Q of Global Technology Acquisition Corp. I (the “Company”) for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Arnau Porto Dolc, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: November 13, 2023     By:  

/s/ Arnau Porto Dolc

    Name:   Arnau Porto Dolc
    Title:   Chief Executive Officer
    (Principal Executive Officer)

 

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Pursuant to 18 U.S.C. 1350

(Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Quarterly Report on Form 10-Q of Global Technology Acquisition Corp. I (the “Company”) for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Aleksander Baranski, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: November 13, 2023     By:  

/s/ Aleksander Baranski

    Name:   Aleksander Baranski
    Title:   Chief Financial Officer and Secretary
    (Principal Financial Officer)
v3.23.3
Cover Page - shares
 9 Months Ended
Sep. 30, 2023
Nov. 13, 2023
Document Information [Line Items]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Sep. 30, 2023  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2023  
Document Quarterly Report true  
Document Transition Report false  
Current Fiscal Year End Date --12-31  
Entity Registrant Name GLOBAL TECHNOLOGY ACQUISITION CORP. I  
Entity Central Index Key 0001848821  
Entity File Number 001-40948  
Entity Incorporation, State or Country Code E9  
Entity Address, Country KY  
Entity Tax Identification Number 66-0969672  
Entity Address, Address Line One CO Services Cayman Limited P.O. Box 10008 Willow House  
Entity Address, Address Line Two Cricket Square  
Entity Address, City or Town Grand Cayman  
Entity Address, Postal Zip Code KY1-1001  
City Area Code 917  
Local Phone Number 338-7786  
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 Ex Transition Period false  
Entity Shell Company true  
Title of 12(b) Security Class A ordinary shares, par value $0.0001 per share  
Trading Symbol GTAC  
Security Exchange Name NASDAQ  
Capital Units [Member]    
Document Information [Line Items]    
Title of 12(b) Security Units, each consisting of one Class A ordinary share, $0.0001 par value per share and one-half of one redeemable warrant  
Trading Symbol GTACU  
Security Exchange Name NASDAQ  
Warrant [Member]    
Document Information [Line Items]    
Title of 12(b) Security Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share  
Trading Symbol GTACW  
Security Exchange Name NASDAQ  
Common Class A [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   2,089,996
Common Class B [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   5,000,000
Former Address [Member]    
Document Information [Line Items]    
Entity Address, Address Line One 19 W 24th St.  
Entity Address, Address Line Two 10th Floor  
Entity Address, City or Town New York  
Entity Address, State or Province NY  
v3.23.3
Condensed Balance Sheets - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 147,000 $ 744,000
Prepaid expenses 18,000 167,000
Total current assets 165,000 911,000
Non-current asset – Investments held in Trust Account 22,628,000 206,946,000
Total assets 22,793,000 207,857,000
Current liabilities:    
Accounts payable 55,000 73,000
Accrued liabilities 63,000 19,000
Total current liabilities 118,000 92,000
Other liabilities:    
Warrant liabilities 820,000 615,000
Deferred underwriting compensation 3,675,000 3,675,000
Total liabilities 4,613,000 4,382,000
Commitments and Contingencies (see Note 8)
SHAREHOLDERS' DEFICIT    
Preferred shares, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding 0 0
Additional paid-in-capital 0 0
Accumulated deficit (4,449,000) (3,472,000)
Total shareholders' deficit (4,448,000) (3,471,000)
Total liabilities and shareholders' deficit 22,793,000 207,857,000
Common Class A [Member]    
Other liabilities:    
Class A ordinary shares subject to possible redemption: 2,089,996 and 20,000,000 shares, respectively, at September 30, 2023 and December 31, 2022 (at $10.83 and $10.35 per share, respectively) 22,628,000 206,946,000
SHAREHOLDERS' DEFICIT    
Common Stock, Value 0 0
Common Class B [Member]    
SHAREHOLDERS' DEFICIT    
Common Stock, Value $ 1,000 $ 1,000
v3.23.3
Condensed Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2023
Dec. 31, 2022
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 1,000,000 1,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, shares authorized 220,000,000  
Common Class A [Member]    
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 200,000,000 200,000,000
Common stock, shares issued 0 0
Common stock, shares outstanding 0 0
Temporary Equity, Shares Outstanding 2,089,996 20,000,000
Temporary Equity, Redemption Price Per Share $ 10.83 $ 10.35
Common Class B [Member]    
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 20,000,000 20,000,000
Common stock, shares issued 5,000,000 5,000,000
Common stock, shares outstanding 5,000,000 5,000,000
v3.23.3
Condensed Statements of Operations - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
General and administrative expenses $ 196,000 $ 166,000 $ 772,000 $ 509,000
Loss from operations (196,000) (166,000) (772,000) (509,000)
Other income (expense):        
Interest income on Trust Account 258,000 921,000 3,157,000 1,216,000
Change in fair value of warrant liability 615,000 (205,000) (205,000) 7,790,000
Total other income 873,000 716,000 2,952,000 9,006,000
Net income (loss) $ 677,000 $ 550,000 $ 2,180,000 $ 8,497,000
Common Class A [Member]        
Weighted average ordinary shares outstanding        
Basic 2,090,000 20,000,000 8,913,000 20,000,000
Diluted 2,090,000 20,000,000 8,913,000 20,000,000
Net income per ordinary share:        
Basic $ 0.1 $ 0.02 $ 0.16 $ 0.34
Diluted $ 0.1 $ 0.02 $ 0.16 $ 0.34
Common Class B [Member]        
Weighted average ordinary shares outstanding        
Basic 5,000,000 5,000,000 5,000,000 5,000,000
Diluted 5,000,000 5,000,000 5,000,000 5,000,000
Net income per ordinary share:        
Basic $ 0.1 $ 0.02 $ 0.16 $ 0.34
Diluted $ 0.1 $ 0.02 $ 0.16 $ 0.34
v3.23.3
Condensed Statements of Changes in Shareholders' Deficit - USD ($)
Total
Common Stock [Member]
Common Class B [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Beginning balance at Dec. 31, 2021 $ (16,557,000) $ 1,000 $ 0 $ (16,558,000)
Beginning balance, Shares at Dec. 31, 2021   5,000,000    
Remeasurement of Class A ordinary shares subject to redemption (1,219,000)     (1,219,000)
Net income 8,497,000     8,497,000
Ending balance at Sep. 30, 2022 (9,279,000) $ 1,000 0 (9,280,000)
Ending balance, Shares at Sep. 30, 2022   5,000,000    
Beginning balance at Jun. 30, 2022 (8,909,000) $ 1,000 0 (8,910,000)
Beginning balance, Shares at Jun. 30, 2022   5,000,000    
Remeasurement of Class A ordinary shares subject to redemption (920,000)     (920,000)
Net income 550,000     550,000
Ending balance at Sep. 30, 2022 (9,279,000) $ 1,000 0 (9,280,000)
Ending balance, Shares at Sep. 30, 2022   5,000,000    
Beginning balance at Dec. 31, 2022 (3,471,000) $ 1,000 0 (3,472,000)
Beginning balance, Shares at Dec. 31, 2022   5,000,000    
Remeasurement of Class A ordinary shares subject to redemption (3,157,000)     (3,157,000)
Net income 2,180,000     2,180,000
Ending balance at Sep. 30, 2023 (4,448,000) $ 1,000 0 (4,449,000)
Ending balance, Shares at Sep. 30, 2023   5,000,000    
Beginning balance at Jun. 30, 2023 (4,867,000) $ 1,000 0 (4,868,000)
Beginning balance, Shares at Jun. 30, 2023   5,000,000    
Remeasurement of Class A ordinary shares subject to redemption (258,000)     (258,000)
Net income 677,000     677,000
Ending balance at Sep. 30, 2023 $ (4,448,000) $ 1,000 $ 0 $ (4,449,000)
Ending balance, Shares at Sep. 30, 2023   5,000,000    
v3.23.3
Condensed Statements of Cash Flows - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Cash flows from operating activities:          
Net income (loss) $ 677,000 $ 550,000 $ 2,180,000 $ 8,497,000  
Adjustments to reconcile net income (loss) to net cash used in operating activities:          
Income from cash and investments held in Trust Account     (3,157,000) (1,216,000)  
Change in fair value of warrant liability (615,000) 205,000 205,000 (7,790,000)  
Changes in operating assets and liabilities:          
Decrease in prepaid expenses     149,000 172,000  
(Decrease) increase in accounts payable     (18,000) (53,000)  
Increase (decrease) in accrued liabilities and other     44,000 (24,000)  
Net cash used in operating activities     (597,000) (414,000)  
Cash flows from investing activities:          
Cash withdrawn from Trust Account     187,475,000 0  
Net cash provided by investing activities     187,475,000 0  
Cash flows from financing activities:          
Redemption of 17,910,004 Class A ordinary shares     (187,475,000) 0  
Net cash used in financing activities     (187,475,000) 0  
Net change in cash     (597,000) (414,000)  
Cash and cash equivalents at beginning of period     744,000 1,326,000 $ 1,326,000
Cash and cash equivalents at end of period $ 147,000 $ 912,000 147,000 912,000 $ 744,000
Supplemental disclosure of non-cash financing activities:          
Remeasurement of carrying value to redemption value of Class A ordinary shares subject to redemption     $ 3,157,000 $ 1,220,000  
v3.23.3
Condensed Statements of Cash Flows (Parenthetical)
Apr. 14, 2023
shares
Common Class A [Member]  
Stock Redeemed or Called During Period, Shares 17,910,004
v3.23.3
Description of Organization, Business Operations and Liquidity Including Subsequent Event
 9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Organization, Business Operations and Liquidity Including Subsequent Event
Note 1—Description of Organization, Business Operations and Liquidity Including Subsequent Event
Organization and General:
Global Technology Acquisition Corp. I (the “Company”) was incorporated in the Cayman Islands as an exempted company on February 9, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).
At September 30, 2023, the Company had not commenced any operations. All activity for the period from February 9, 2021 (inception) to September 30, 2023 relates to the Company’s formation and the initial public offering (“Public Offering”) described below and, subsequent to the Public Offering, identifying and completing an initial Business Combination. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company generates
non-operating
income in the form of interest income on investments and cash and cash equivalents from the proceeds derived from the Public Offering.
Sponsor and Public Offering:
The Company’s sponsor is Global Technology Acquisition I Sponsor LP, an exempted limited liability partnership registered in the Cayman Islands (the “Sponsor”). The Company intends to finance a Business Combination with proceeds from the $200,000,000 Public Offering (Note 3) and a $10,500,000 private placement (the “Private Placement”) (Note 4), net of expenses of the offering and working capital to be available to the Company as well as subsequent redemptions of shares by shareholders (see below). Upon the closing of the Public Offering and the Private Placement on October 25, 2021, $204,000,000 was deposited in a trust account (the “Trust Account”) and as described further below, on April 14, 2023 a total of 167 Class A ordinary share shareholders elected to redeem an aggregate of 17,910,004 Class A ordinary shares, representing approximately 89.55% of the Class A ordinary shares then issued and outstanding, for an aggregate of approximately $187,475,000 in cash, which was paid on or around April 21, 2023. Accordingly, approximately $22,628,000 remained in the Trust Account as of September 30, 2023.
Extension of Time to Complete Business Combination, Related Redemptions of Class A Ordinary Shares and Related Matters:
On April 14, 2023, the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), at which holders of 21,033,957 Ordinary Shares were present in person or by proxy (the “Voting Shareholders”), representing approximately 84.14% of the voting power of the 25,000,000 issued and outstanding Ordinary Shares entitled to vote at the Extraordinary General Meeting at the close of business on March 7, 2023, which was the record date (the “Record Date”) for the Extraordinary General Meeting.
At the Extraordinary General Meeting, the Voting Shareholders approved, by special resolution, a proposal to amend and restate the Company’s amended and restated memorandum and articles of association to extend the date by which the Company must (1) consummate an initial Business Combination, (2) cease its operations except for the purpose of winding up if it fails to complete an initial Business Combination, and (3) redeem all of the Class A ordinary shares, included as part of the Units sold in the Public Offering from April 25, 2023 to April 25, 2024 or to October 25, 2024 at the election of the Company in two separate
three-month
extensions, in April 2024 and July 2024, subject to satisfaction of certain conditions, including the deposit by the Sponsor of $0.10 per Unit in each case (or up to approximately $209,000 after giving effect to the Company’s shareholders’ redemptions made in connection with the foregoing proposal) for each
three-month
extension, into the Trust Account (the “Extension” and such proposal, the “Extension Proposal”). On April 14, 2023, to effectuate the Extension, the Company filed with the Cayman Islands Registrar of Companies the Second Amended and Restated Memorandum and Articles of Association of the Company (the “Second Amended and Restated Memorandum and Articles of Association”).
 
In connection with the Extension, a total of 167 Class A ordinary share shareholders elected to redeem an aggregate of 17,910,004 Class A ordinary shares, representing approximately 89.55% of the Class A ordinary shares then issued and outstanding, for an aggregate of approximately $187,475,000 in cash, which was paid on or around April 21, 2023.
The Trust Account:
The funds in the Trust Account are invested only in cash or U.S. government treasury bills with a maturity of one hundred and
eighty-five
(185) days or less or in money market funds meeting certain conditions under
Rule 2a-7 under
the Investment Company Act of 1940 which invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of its initial Business Combination or (ii) the distribution of the Trust Account as described below. The remaining funds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisition targets and continuing general and administrative expenses.
As discussed further in Note 1—Description of Organization, Business Operations and Liquidity—Extension of Time to Complete Business Combination, Related Redemptions of Class A Ordinary Shares and Related Matters, on April 14, 2023, the Company’s shareholders approved the Second Amended and Restated Memorandum and Articles of Association (as defined below) which provides that, other than the withdrawal of interest to pay tax obligations, if any, less up to $100,000 interest to pay dissolution expenses, none of the funds held in trust will be released until the earliest of: (a) the completion of the initial Business Combination, (b) the redemption of any Class A ordinary shares included in the Units (as defined below) sold in the Public Offering (the “Public Shares”) properly submitted in connection with a shareholder vote to amend the Company’s Second Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination prior to April 25, 2024 (or up to October 25, 2024 in two separate
three-month
extensions subject to satisfaction of certain conditions, including the deposit of $0.10 per Unit in each case (or up to approximately $209,000 after giving effect to the Company’s shareholders’ redemptions made in connection with the Extension Proposal) for each
three-month
extension, into the Trust Account, or as extended by the Company’s shareholders in accordance with the Company’s Second Amended and Restated Memorandum and Articles of Association (the “Completion Window”)) or (ii) with respect to any other provision relating to shareholders’ rights or
pre-Business
Combination activity, and (c) the redemption of the Public Shares if the Company is unable to complete the initial Business Combination within the Completion Window. The proceeds deposited in the Trust Account could become subject to the claims of creditors, if any, which could have priority over the claims of the Company’s Class A ordinary share shareholders.
Business Combination:
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” is one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any taxes payable on interest earned) at the time of signing a definitive agreement in connection with the Company’s initial Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination.
The Company, after signing a definitive agreement for a Business Combination, will either (i) seek shareholder approval of the Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable and amounts released for taxes, or (ii) provide shareholders with the opportunity to have their shares redeemed by the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two
 
business days prior to commencement of the tender offer, including interest but less taxes payable and amounts released to the Company for working capital. The decision as to whether the Company will seek shareholder approval of the Business Combination or will allow shareholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval unless a vote is required by the rules of the NASDAQ Global Market. If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the outstanding Class A ordinary shares and Class B ordinary shares voted are voted in favor of the Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets (total assets less intangible assets and liabilities) to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination.
If the Company holds a shareholder vote or there is a tender offer for shares in connection with a Business Combination, a holder of Public Shares will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable and amounts released to the Company for working capital. As a result, such Class A ordinary shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards Accounting Standards Board Codification (“FASB ASC 480”), “Distinguishing Liabilities from Equity.” The amount in the Trust Account, upon closing of the Public Offering on October 25, 2021, was initially $10.20 per Public Share ($204,000,000 held in the Trust Account divided by 20,000,000 Class A ordinary shares).
On April 14, 2023, in connection with the amendment of the Company’s amended and restated memorandum and articles of association, the Company directed the Trust Account trustee to deliver approximately $187,475,000 to the shareholders that requested redemption as discussed further in Note 1—Description of Organization, Business Operations and Liquidity—Extension of Time to Complete Business Combination, Related Redemptions of Class A Ordinary Shares and Related Matters.
As amended, the Company will have until April 25, 2024, (or until October 25, 2024, as described above) to complete its initial Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares for a per share pro rata portion of the Trust Account, including interest, but less taxes payable and amounts released to the Company for working capital (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining shareholders, as part of its plan of dissolution and liquidation. The initial shareholders have entered into letter agreements with us, pursuant to which they have waived their rights to participate in any redemption with respect to their initial shares; however, if the initial shareholders or any of the Company’s officers, directors or affiliates acquire Class A ordinary shares in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the Completion Window.
In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the price per Unit in the Public Offering.
Risks and Uncertainties:
COVID-19
— 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 an effect on the Company’s financial position, results of its operations and/or search for a target company and/or a target company’s financial position and results of its operations, the specific impact is not readily determinable as of the date of these condensed financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Ongoing Conflicts — The impact of ongoing and evolving military conflicts, including for example between Russia and Ukraine and Israel and Gaza, including sanctions and countermeasures, on domestic and global economic and geopolitical conditions in general is not determinable as of the date of these condensed financial statements.
 
Nasdaq Listing:
On June 28, 2023, the Company received a written notice (the “First Notice”) from the Listing Qualifications Department (the “Nasdaq Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for 30 consecutive business days, the Company’s Market Value of Listed Securities (“MVLS”) was below the minimum of $50 million required for continued listing on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A) (the “Market Value Standard”). The Nasdaq Staff also noted that the Company does not meet the requirements under Nasdaq Listing Rules 5450(b)(1)(A) (Equity Standard) and 5450(b)(3)(A) (Total Assets/Total Revenue Standard). An indicator is displayed with quotation information related to the Company’s securities on NASDAQ.com and NSDAQTrader.com and may be displayed by other third party providers of market data information, however the First Notice does not impact the listing of the Company’s securities on the Nasdaq Global Market at this time.
The First Notice provided that, in accordance with Nasdaq Listing Rule 5810(c)(3)(C) (the “Compliance Period Rule”), the Company has a period of 180 calendar days from the date of the First Notice, or until December 26, 2023 (the “Compliance Date”), to regain compliance with the Market Value Standard. During this period, the Company’s securities will continue to trade on the Nasdaq Global Market. If at any time before the Compliance Date the Company’s MVLS closes at or above $50 million for a minimum of 10 consecutive business days as required under the Compliance Period Rule, the Nasdaq Staff will provide written notification to the Company that it has regained compliance with the Market Value Standard and will close the matter (unless the Nasdaq Staff exercises its discretion to extend this 10
business-day-period
pursuant to Nasdaq Listing Rule 5810(c)(3)(H)).
The Company intends to monitor its MVLS between now and the Compliance Date, and may, if appropriate, evaluate available options to resolve the deficiency under the Market Value Standard and regain compliance with the Market Value Standard. Additionally, the Company may consider applying to transfer the listing of its securities to the Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that market). However, there can be no assurance that the company will be able to regain or maintain compliance with the Market Value Standard.
If the Company does not regain compliance with the Market Value Standard by the Compliance Date, the Nasdaq Staff will provide a written notification to the Company that its securities are subject to delisting. At that time, the Company may appeal the Nasdaq Staff’s delisting determination to a Hearings Panel (the “Panel”). However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination by the Nasdaq Staff to the Panel, such appeal would be successful.
Subsequent to September 30, 2023, on October 9, 2023, the Company received a written notice (the “Second Notice”) from the Nasdaq staff notifying the Company that the Company was not in compliance with Listing Rule 5450(a)(2) (the “Minimum Public Holders Rule”), which requires the Company to maintain a minimum of 400 public holders for continued listing on the Nasdaq Global Market. The Notice is only a notification of deficiency, not of imminent delisting, and has no immediate effect on the listing or trading of the Company’s securities on the Nasdaq Global Market.
The Second Notice states that the Company has 45 calendar days to submit a plan to regain compliance with the Minimum Public Holders Rule. The Company intends to submit a plan to regain compliance with the Minimum Public Holders Rule within the required timeframe (the “Plan”). Additionally, the Company may consider applying to transfer the listing of its securities to the Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that market). If Nasdaq accepts the Plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Second Notice to evidence compliance with the Minimum Public Holders Rule. If Nasdaq does not accept the Plan, the Company will have the opportunity to appeal the decision to the Panel.
There can be no assurance that Nasdaq will accept the Plan, that any appeal to the Panel would be successful if Nasdaq does not accept the Plan, or that the Company will be able to regain or maintain compliance with the Minimum Public Holders Rule.
 
Liquidity and Going Concern:
In connection with the assessment of going concern considerations in accordance with the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic
205-40,
“Presentation of Financial
Statements-Going
Concern,” the Company has until April 25, 2024 (or until October 25, 2024, as described above) to consummate an initial Business Combination. It is uncertain that the Company will be able to consummate an initial Business Combination by this time. If an initial Business Combination cannot be completed prior to April 25, 2024, there will be a mandatory liquidation and subsequent dissolution of the Company unless, prior to such date, the Company receives an extension approval from its shareholders or elects to extend the date on which an initial Business Combination must be consummated (the Company may extend the date on which an initial Business Combination must be consummated to October 25, 2024 in two separate
three-month
extensions subject to satisfaction of certain conditions, including the deposit of $0.10 per Unit in each case (or up to approximately $209,000 after giving effect to the Company’s shareholders’ redemptions made in connection with the Extension Proposal) for each
three-month
extension).
Further, as shown in the accompanying condensed financial statements, the Company had approximately $147,000 in cash and cash equivalents at September 30, 2023 and negative cash flows from operations of approximately $597,000 for the nine months ended September 30, 2023. The Company also has credit available from its Sponsor of up to $1,500,000 in working capital loans as described in Note 5. If the Company were to extend the April 25, 2024 date to October 25, 2024, the Company would have to make extension payments aggregating approximately $418,000 for two three-month extensions. The Company may not have sufficient funds, or funds available, at September 30, 2023 to enable it to sustain operations for a period of at least one year after the issuance date of these condensed financial statements.
Management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date these condensed financial statements are released. The Company intends to address this by completing a Business Combination within the proscribed timeframe, however there is no assurance that this can be done. The condensed interim financial statements do not include any adjustments that might result from the outcome of this uncertainty.
v3.23.3
Summary of Significant Accounting Policies
 9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies
Note 2—Summary of Significant Accounting Policies
Basis of Presentation:
The accompanying unaudited condensed interim financial statements of the Company are presented in U.S. dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission ( the “SEC”), specifically Article 8.03 of regulation
S-X,
and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2023, and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year.
The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form
10-K
filed on March 31, 2023.
All dollar amounts are rounded to the nearest thousand dollars.
Emerging Growth Company:
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by 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 auditor 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.
 
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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for
pu
blic 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.
Net Income (Loss) per Ordinary Share:
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income or loss per ordinary share is computed by dividing net income or loss applicable to the Class A ordinary share and the Class B ordinary share (collectively, the “Ordinary Shares”) shareholders by the weighted average number of ordinary shares outstanding during the period plus, to the extent dilutive, the incremental number of ordinary shares to settle warrants, as calculated using the treasury stock method.
The Company has not considered the effect of the warrants sold in the Public Offering (the “Public Warrants”) and Private Placement to purchase an aggregate of 20,500,000 Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be
anti-dilutive
under the treasury stock method. As a result, diluted income (loss) per ordinary share is the same as basic income (loss) per ordinary share for the periods presented.
At September 30, 2023 and 2022, the Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata among the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding during the respective period.
The following table reflects the net income per share after allocating income between the shares based on outstanding shares.
 
    
For the three months ended
September 30, 2023
     
For the three months ended
September 30, 2022
  
    
Class A
     
Class B
     
Class A
     
Class B
  
Numerator:
            
Allocation of income – basic and diluted
    $ 200,000      $ 477,000      $ 440,000      $ 110,000  
Denominator:
            
Basic and diluted weighted average ordinary shares outstanding
      2,090,000        5,000,000        20,000,000        5,000,000  
Basic and diluted net income per ordinary share
    $ 0.10      $ 0.10      $ 0.02      $ 0.02  
  
 
 
     
 
 
     
 
 
     
 
 
  
 
    
For the nine months ended
September 30, 2023
     
For the nine months ended
September 30, 2022
  
    
Class A
     
Class B
     
Class A
     
Class B
  
Numerator:
            
Allocation of income – basic and diluted
    $ 1,397,000      $ 783,000      $ 6,798,000      $ 1,699,000  
Denominator:
            
Basic and diluted weighted average ordinary shares outstanding
      8,913,000        5,000,000        20,000,000        5,000,000  
Basic and diluted net income per ordinary share
    $ 0.16      $ 0.16      $ 0.34      $ 0.34  
  
 
 
     
 
 
     
 
 
     
 
 
  
 
Investments held in Trust Account:
The Company complies with FASB ASC 820, “Fair Value Measurements,” for its financial assets and liabilities that are
re-measured
and reported at fair value at each reporting period, and
non-financial
assets and liabilities that are
re-measured
and reported at fair value at least annually.
Upon the closing of the Public Offering and the Private Placement, a total of $204,000,000 was deposited into the Trust Account and, on April 14, 2023, a total of 167 Class A ordinary share shareholders elected to redeem an aggregate of 17,910,004 Class A ordinary shares, representing approximately 89.55% of the Class A ordinary shares then issued and outstanding, for an aggregate of approximately $187,475,000 in cash, which was paid on or around April 21, 2023. Accordingly, approximately $22,628,000 remained in the Trust Account as of September 30, 2023. The proceeds in the Trust Account may be invested in either cash, U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule
2a-7
under the Investment Company Act of 1940, as amended, and that invest solely in U.S. government treasury obligations. At September 30, 2023 the Trust Account is in cash and at December 31, 2023 the Trust account is invested in money market funds.
The Company classifies its U.S. government treasury bills and equivalent securities as
held-to-maturity
in accordance with FASB ASC 320, “Investments
-
Debt and Equity Securities.”
Held-to-maturity
securities are those securities which the Company has the ability and intent to hold until maturity.
Held-to-maturity
U.S. government
treasury
bills are recorded at amortized cost on the balance sheets and adjusted for the amortization of discounts.
Cash and cash equivalents:
The Company considers all highly liquid instruments with maturities of one year or less when acquired to be cash equivalents. At September 30, 2023, cash and cash equivalents totaled approximately $147,000 consisting of approximately $15,000 in cash and approximately $131,000 in a bank sponsored, overnight repurchase agreement that matured on October 2, 2023 with interest. At December 31, 2022, the $744,000 in cash and cash equivalents consisted entirely of cash deposits.    
Concentration of Credit Risk:
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. Any loss incurred or lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows.
Financial Instruments:
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their
short-term
nature.
Fair Value Measurements:
The Company complies with FASB ASC 820, “Fair Value Measurements and Disclosures,” for its financial assets and liabilities that are
re-measured
and reported at fair value at each reporting period, and
non-financial
assets and liabilities that are
re-measured
and reported at fair value at least annually.
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a
three-tier
fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
 
  •  
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
 
  •  
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
 
  •  
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Use of Estimates:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 as of September 30, 2023, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the Public Warrant and the Private Placement Warrant (as defined below) liabilities.
Offering Costs:
The Company complies with the requirements of the FASB ASC
340-10-S99-1
and SEC Staff Accounting Bulletin (SAB) Topic 5A— “Expenses of Offering.” Costs incurred in connection with preparation for the Public Offering were approximately $11,725,000 including approximately $725,000 of Company costs together with $11,000,000 of underwriters’ discount. Such costs have been allocated to equity instruments ($11,234,000) and warrant liability ($491,000), based on their relative values, and charged to equity or expense (in the case of the portion allocated to warrant liability) upon completion of the Public Offering. The Company retained an independent financial advisor in connection with the Public Offering and paid an agreed amount of $175,000 that was included in offering costs, net of full reimbursement by the underwriters.
Class A Ordinary Shares Subject to Possible Redemption:
All of the 20,000,000 Class A ordinary shares sold on October 25, 2021 as part of a Unit in the Public Offering discussed in Note 3 contain a redemption feature which allows for the redemption of ordinary shares under the Company’s liquidation or tender offer/shareholder approval provisions. In connection with the Extension, a total of 167 Class A ordinary share shareholders elected to redeem an aggregate of 17,910,004 Class A ordinary shares, representing approximately 89.55% of the Class A ordinary shares then issued and outstanding, for an aggregate of approximately $187,475,000 in cash, which was paid on or around April 21, 2023. As such, there remain 2,089,996 Class A ordinary shares outstanding as of September 30, 2023, all of which are subject to redemption.
In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its Second Amended and Restated Memorandum and Articles of Association provide that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (tangible assets less intangible assets and liabilities) to be less than $5,000,001. However, because all of the Class A ordinary shares are redeemable, all of the shares are recorded as Class A ordinary shares subject to redemption on the Company’s condensed balance sheets.
 
The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by adjustments to additional
paid-in
capital. Accordingly, at September 30, 2023 and December 31, 2022, 2,089,996 of the 2,089,996 Class A ordinary shares and 20,000,000 of the 20,000,000 Class A ordinary shares were classified outside of permanent equity, respectively. Class A ordinary shares subject to redemption consist of:
 
     Dollars      Shares  
Gross proceeds of Public Offering
    $ 200,000,000        20,000,000  
Less: Proceeds allocated to Public Warrants
      (7,900,000 )       —    
Offering costs
      (11,234,000 )       —    
Plus: Remeasurement of carrying value to redemption value at Public Offering date
      23,134,000        —    
  
 
 
     
 
 
  
Subtotal at the date of the Public Offering and at December 31, 2021
      204,000,000        20,000,000  
Plus: Remeasurement of carrying value to redemption value at December 31, 2022
      2,946,000        —    
  
 
 
     
 
 
  
Subtotal at December 31, 2022
      206,946,000        20,000,000  
Less: Payments to shareholders who elected to redeem 17,910,004 Class A ordinary shares in connection with the Extension (as defined below) on or around April 21, 2023
      (187,475,000 )       (17,910,004 ) 
  
 
 
     
 
 
  
Plus: Remeasurement of carrying value to redemption value at September 30, 2023
      3,157,000        —    
  
 
 
     
 
 
  
Class A ordinary shares subject to redemption at September 30, 2023
    $ 22,628,000        2,089,996  
  
 
 
     
 
 
  
Income Taxes:
FASB ASC 740 “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be
more-likely-than-not
to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2023 and December 31, 2022. The Company recognizes interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. 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. As such, the Company’s tax provision was zero for the periods presented.
The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
Derivative Financial Instruments:
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance, and the liability is then
re-valued
at each reporting date, as determined by the Company based upon a valuation report obtained from its independent
third-party
valuation firm, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or
non-current
based on whether or not
net-cash
settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company’s warrant liability is a derivative financial instrument – see Note 5.
 
Recent Accounting Pronouncements:
In August 2020, the FASB issued ASU
2020-06,
Debt — Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic
815-40)
(“ASU
2020-06”)
to simplify accounting for certain financial instruments. ASU
2020-06
eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU
2020-06
amends the diluted earnings per share guidance, including the requirement to use the
if-converted
method for all convertible instruments. ASU
2020-06
is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently evaluating the impact that the pronouncement will have on the financial statements.
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
Subsequent Events:
The Company evaluated subsequent events and transactions that occurred after the date of the balance sheet through the date that the financial statements were issued. All such events that would require adjustment or disclosure have been so disclosed in the condensed financial statements – See Note 1 regarding the Second Notice received from the Nasdaq Staff on October 9, 2023 notifying the Company that the Company was not in compliance with the Minimum Public Holders Role..
v3.23.3
Public Offering
 9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
Public Offering
Note 3—Public Offering
On October 25, 2021, the Company closed on the Public Offering and sale, including the underwriters’ partial exercise of their
over-allotment
option, of 20,000,000 units at a price of $10.00 per unit (the “Units”). Each Unit consists of one of the Company’s Class A ordinary shares and
one-half
of one Public Warrant. Each whole Public Warrant offered in the Public Offering is exercisable to purchase one share of the Company’s Class A ordinary shares. See Note 6.
The Company granted the underwriters a
45-day
option to purchase up to 2,625,000 additional Units to cover any
over-allotments,
at the Public Offering price less the underwriting discounts and commissions. At the closing of the Public Offering on October 25, 2021, the underwriters’ exercised 2,500,000 Units of such
over-allotment
option. The warrants that were issued in connection with 2,500,000
over-allotment
units exercised are identical to the Public Warrants and have no net cash settlement provisions. As discussed further in Note 5, after the closing of the Public Offering on October 25, 2021, 31,250 of the outstanding Class B ordinary shares remained forfeitable and in December 2021 those 31,250 shares were surrendered and retired.
The Company paid an underwriting discount of 2.0% of the per Unit price, $4,000,000, to the underwriters at the closing of the Public Offering and was obligated to pay a deferred underwriting fee of 3.5% of the per Unit price, $7,000,000, upon the completion of the Company’s initial Business Combination.
On October 3, 2022, one of the underwriters in the Company’s October 25, 2021 Public Offering agreed to forfeit their 47.5% interest in the deferred underwriting compensation of $7,000,000. As such, in October 2022, $3,325,000 was reduced from the deferred underwriting compensation liability and from accumulated deficit. At September 30, 2023 and December 31, 2022, the amount outstanding in the Trust Account was approximately, $22,628,000 and $206,946,000, respectively.
v3.23.3
Trust Account and Fair Value Measurement
 9 Months Ended
Sep. 30, 2023
Trust Account And Fair Value Measurement [Abstract]  
Trust Account And Fair Value Measurement
Note 4—Trust Account and Fair Value Measurement
In March 2023, the Trust Account’s investment in money market funds was transferred to cash and as such, at September 30, 2023 the proceeds of the Trust Account were invested in cash. At December 31, 2022, the proceeds of the Trust Account were invested primarily in money market funds meeting certain conditions described in Note 1—Description of Organization, Business Operations and Liquidity—The Trust Account above.
 
On April 14, 2023, in connection with the amendment of the Company’s amended and restated memorandum and articles of association, the Company directed the Trust Account trustee to deliver approximately $187,475,000 to shareholders that requested redemption as discussed further in Note 1—Description of Organization, Business Operations and Liquidity—Extension of Time to Complete Business Combination, Related Redemptions of Class A Ordinary Shares and Related Matters.
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments at December 31, 2022 consisted of money market funds that invest only in U.S. government treasury bills, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows:
 
Description
   
Quoted Prices in
Active Markets
December 31, 2022
(Level 1)
  
Assets:
   
Money market funds
    $ 206,946,000  
  
 
 
  
v3.23.3
Related party transactions
 9 Months Ended
Sep. 30, 2023
Related Party Transactions [Abstract]  
Related party transactions
Note 5—Related party transactions
Founder Shares:
On February 10, 2021, the Sponsor purchased 6,468,750 Class B ordinary shares (the “Founder Shares”) for $25,000 or approximately $0.004 per share (up to 843,750 of which were subject to forfeiture to the extent the underwriters’
over-allotment
option was not exercised in full). The Founder Shares are substantially identical to the Class A ordinary shares included in the Units sold in the Public Offering except that the Founder Shares automatically convert into Class A ordinary shares at the time of the initial Business Combination, or at any time prior thereto at the option of the holder, and are subject to certain transfer restrictions, as described in more detail below. On September 30, 2021, the Sponsor surrendered 2,156,250 Class B ordinary shares for no consideration, resulting in 4,312,500 shares outstanding of which 562,500 were subject to forfeiture in the event the underwriters’
over-allotment
option was not exercised. On October 21, 2021, the Company executed a share capitalization that increased the number of Class B ordinary shares outstanding to 5,031,250, 656,250 of which were subject to forfeiture to the extent the underwriters’
over-allotment
option was not exercised in full. After the closing of the Public Offering on October 25, 2021, 31,250 of such shares remained forfeitable and were forfeited in December 2021.
The Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or (B), subsequent to the Company’s initial Business Combination, if (x) the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property.
Private Placement Warrants:
In connection with the closing of the Public Offering on October 25, 2021 (Note 3), the Sponsor purchased from the Company an aggregate of 10,500,000 warrants at a price of $1.00 per warrant (a purchase price of $10,500,000), in the Private Placement which occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share. The purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering, net of expenses of the offering and working capital to be available to the Company, to be held in the Trust Account pending completion of the Company’s initial Business Combination. The Private
Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be
non-redeemable
so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its 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. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants and have no net cash settlement provisions.
If the Company does not complete a Business Combination, then the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution to the holders of Public Shares and the Private Placement Warrants issued to the Sponsor will expire worthless.
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 the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of 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 Company’s initial shareholders or their affiliates, without taking into account any Founder Shares or warrants held by the Company’s initial stockholders or such affiliates as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Registration Rights:
The Company’s initial shareholders and the holders of the Private Placement Warrants are entitled to registration rights pursuant to a registration and shareholder rights agreement executed in connection with the closing of the Public Offering on October 25, 2021. These holders are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have
“piggy-back”
registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the registration and shareholder rights agreement.
Related Party Loans:
In February 2021, the Sponsor agreed to loan the Company an aggregate of $300,000 by drawdowns of not less than $10,000 each against the issuance of an unsecured promissory note (the “Initial Note”) to cover expenses related to the Public Offering. The Initial Note was
non-interest
bearing and payable on the earlier of December 31, 2021 or the completion of the Public Offering. The Company borrowed a total of $240,000 under the Initial Note prior to October 25, 2021. Upon the closing of the Public Offering on October 25, 2021, the Initial Note was repaid in full and there was no amount outstanding at September 30, 2023 or December 31, 2022.
Working Capital Loans:
If the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors make any working capital loans, up to $1,500,000 of such loans may be converted into warrants, at the price of $1.00 per warrant, at the option of the lender. Such warrants would be identical to the Private Placement Warrants.
On June 29, 2023, the Company entered into an unsecured promissory note (the “Note”) with the Sponsor, providing for an aggregate amount of loans up to $1,500,000 to fund the Company’s operating expenses. At September 30, 2023, no amounts have been borrowed under the Note.
The Note bears no interest. All unpaid principal under the Note will be payable on the earliest to occur of (i) the date on which the Company consummates an initial Business Combination or (ii) the date of the liquidation of the Company (such date, the “Maturity Date”). In the event the Company consummates its initial Business Combination, the Sponsor has the option on the Maturity Date to convert up to an aggregate of $1,500,000 of the principal outstanding under the Note into that number of warrants (“Working Capital Warrants”) equal to the portion of the principal amount of the Note being converted divided by $1.00. The terms of the Working Capital Warrants, if any, would be identical to the terms of the Private Placement Warrants. The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note, and all other sums payable with regard to the Note becoming immediately due and payable.
Administrative Services Agreement:
The Company has agreed to pay $10,000 a month to the Sponsor under an Administrative Services Agreement for the services to be provided by one or more investment professionals, creation and maintenance of the Company’s website, and miscellaneous additional services. Services commenced on October 21, 2021, the date the Company’s securities were first listed on the NASDAQ Global Market and will terminate upon the earlier of the consummation by the Company of an initial Business Combination or the liquidation of the Company. The Company charged $30,000 and $90,000, respectively, to operations in each of the three and nine months ended September 30, 2023 and 2022, under this agreement. There were approximately $30,000 and $0, respectively, included in accrued liabilities at September 30, 2023 and December 31, 2022.
v3.23.3
Warrant liabilities
 9 Months Ended
Sep. 30, 2023
Warrants and Rights Note Disclosure [Abstract]  
Warrant liabilities
Note 6—Warrant liabilities
At September 30, 2023 and December 31, 2022, the Company had a total of 20,500,000 warrants outstanding, including 10,000,000 Public Warrants and 10,500,000 Private Placement Warrants.
The Company accounts for its warrants outstanding consistent with the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” (the “Staff Statement”) issued on April 12, 2021 by the staff (the “Staff”) of the Division of Corporation Finance of the SEC. The Company’s management has evaluated its warrants under ASC Subtopic
815-40,
Contracts in Entity’s Own Equity including the assistance of accounting and valuation consultants and concluded that the Company’s warrants are not indexed to the Company’s shares in the manner contemplated by ASC
Section 815-40-15
because the holder of the instrument is not an input into the pricing of a
fixed-for-fixed
option on equity shares. Therefore, the Company accounts for its warrants as warrant liabilities.
The following table presents information about the Company’s warrant liabilities that are measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.
 
Description
   
September 30,
2023
     
Quoted Prices
in Active
Markets
(Level 1)
     
Significant
Other
Observable
Inputs
(Level 2)
     
Significant
Other
Unobservable
Inputs
(Level 3)
  
Warrant Liabilities:
            
Public Warrants
    $ 400,000      $ —        $ 400,000      $ —    
Private Placement Warrants
    $ 420,000      $ —        $ 420,000      $ —    
  
 
 
     
 
 
     
 
 
     
 
 
  
Warrant liabilities at September 30, 2023
    $ 820,000      $ —        $ 820,000      $ —    
  
 
 
     
 
 
     
 
 
     
 
 
  
Description
   
December 31,
2022
     
Quoted Prices
in Active
Markets
(Level 1)
     
Significant
Other
Observable
Inputs
(Level 2)
     
Significant
Other
Unobservable
Inputs
(Level 3)
  
Warrant Liabilities:
            
Public Warrants
    $ 300,000      $ 300,000      $ —        $ —    
Private Placement Warrants
    $ 315,000      $ —        $ 315,000      $ —    
  
 
 
     
 
 
     
 
 
     
 
 
  
Warrant liabilities at December 31, 2022
    $ 615,000      $ 300,000      $ 315,000      $ —    
  
 
 
     
 
 
     
 
 
     
 
 
  
At December 31, 2022, the Company valued its Public Warrants based on publicly observable inputs (Level 1 inputs) from the trading in the Public Warrants in an active market ($0.03 per warrant on December 31, 2022). During the three months ended June 30, 2023, the trading in the Company’s warrants became less active. So at June 30, 2023, the Company transferred the Public Warrants from Level 1 to Level 2 (significant other observable inputs) using the public trading price ($0.03 per warrant at September 30, 2023) as a guide. During the three months ended September 30, 2023, the trading in the Company’s warrants remained less active. Since the Private Placement Warrants are substantially similar to the Public Warrants but do not trade, the Company valued them based on the value of the Public Warrants (significant other observable inputs – Level 2). The Company is required to record the warrants at fair value at each reporting period, with changes in fair value recognized in the statements of operations. Transfers between Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.
At inception of the warrants on October 25, 2021, which became separable from the Units on December 13, 2022, the Company utilized an independent valuation consultant that used a binomial lattice model incorporating the
Cox-Ross-Rubenstein
methodology to value the warrants. The estimated fair value of the warrant liability at October 25, 2021 was determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected
share-price
volatility, expected life,
risk-free
interest rate and dividend yield. The Company estimated the volatility of its shares based on historical volatility that matches the expected remaining life of the warrants. The
risk-free
interest rate is based on the U.S. Treasury
zero-coupon
yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants was assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.
The warrant liabilities are not subject to qualified hedge accounting.
v3.23.3
Shareholders' Deficit
 9 Months Ended
Sep. 30, 2023
Stockholders' Equity Note [Abstract]  
Shareholders' Deficit
Note 7—Shareholders’ Deficit
Ordinary Shares:
The authorized ordinary shares of the Company include 200,000,000 Class A ordinary shares, par value, $0.0001, and 20,000,000 Class B ordinary shares, par value, $0.0001, or 220,000,000 ordinary shares in total. Upon completion of the Public Offering, the Company may (depending on the terms of the Business Combination) be required to increase the authorized number of shares at the same time as its shareholders vote on the Business Combination to the extent the Company seeks shareholder approval in connection with its Business Combination. Holders of the Class A and Class B ordinary shares vote together as a single class and are entitled to one vote for each share of Class A and Class B ordinary shares.
In connection with the Extension, a total of 167 Class A ordinary share shareholders elected to redeem an aggregate of 17,910,004 Class A ordinary shares, representing approximately 89.55% of the Class A ordinary shares then issued and outstanding, for an aggregate of approximately $187,475,000 in cash, which was paid on or around April 21, 2023.
At September 30, 2023 and December 31, 2022 there were 5,000,000 Class B ordinary shares issued and outstanding and no Class A ordinary shares issued or outstanding (excluding 2,089,996 and 20,000,000 shares, respectively, subject to possible redemption) as of September 30, 2023 and December 31, 2022.
Preferred Shares:
The Company is authorized to issue 1,000,000 preferred shares, par value $0.0001, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2023 and December 31, 2022, there were no preferred shares issued or outstanding.
v3.23.3
Commitments and Contingencies
 9 Months Ended
Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
Note 8—Commitments and Contingencies
Registration Rights:
The Company’s initial shareholders are, and the holders of the Private Placement Warrants will be, entitled to registration rights, as described in Note 4, pursuant to a registration and shareholder rights agreement signed in connection with the Public Offering.
v3.23.3
Summary of Significant Accounting Policies (Policies)
 9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation:
The accompanying unaudited condensed interim financial statements of the Company are presented in U.S. dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission ( the “SEC”), specifically Article 8.03 of regulation
S-X,
and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2023, and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year.
The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form
10-K
filed on March 31, 2023.
All dollar amounts are rounded to the nearest thousand dollars.
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 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 auditor 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.
 
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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for
pu
blic 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.
Net Income per Ordinary Share:
Net Income (Loss) per Ordinary Share:
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income or loss per ordinary share is computed by dividing net income or loss applicable to the Class A ordinary share and the Class B ordinary share (collectively, the “Ordinary Shares”) shareholders by the weighted average number of ordinary shares outstanding during the period plus, to the extent dilutive, the incremental number of ordinary shares to settle warrants, as calculated using the treasury stock method.
The Company has not considered the effect of the warrants sold in the Public Offering (the “Public Warrants”) and Private Placement to purchase an aggregate of 20,500,000 Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be
anti-dilutive
under the treasury stock method. As a result, diluted income (loss) per ordinary share is the same as basic income (loss) per ordinary share for the periods presented.
At September 30, 2023 and 2022, the Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata among the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding during the respective period.
The following table reflects the net income per share after allocating income between the shares based on outstanding shares.
 
    
For the three months ended
September 30, 2023
     
For the three months ended
September 30, 2022
  
    
Class A
     
Class B
     
Class A
     
Class B
  
Numerator:
            
Allocation of income – basic and diluted
    $ 200,000      $ 477,000      $ 440,000      $ 110,000  
Denominator:
            
Basic and diluted weighted average ordinary shares outstanding
      2,090,000        5,000,000        20,000,000        5,000,000  
Basic and diluted net income per ordinary share
    $ 0.10      $ 0.10      $ 0.02      $ 0.02  
  
 
 
     
 
 
     
 
 
     
 
 
  
 
    
For the nine months ended
September 30, 2023
     
For the nine months ended
September 30, 2022
  
    
Class A
     
Class B
     
Class A
     
Class B
  
Numerator:
            
Allocation of income – basic and diluted
    $ 1,397,000      $ 783,000      $ 6,798,000      $ 1,699,000  
Denominator:
            
Basic and diluted weighted average ordinary shares outstanding
      8,913,000        5,000,000        20,000,000        5,000,000  
Basic and diluted net income per ordinary share
    $ 0.16      $ 0.16      $ 0.34      $ 0.34  
  
 
 
     
 
 
     
 
 
     
 
 
  
Investments held in Trust Account
Investments held in Trust Account:
The Company complies with FASB ASC 820, “Fair Value Measurements,” for its financial assets and liabilities that are
re-measured
and reported at fair value at each reporting period, and
non-financial
assets and liabilities that are
re-measured
and reported at fair value at least annually.
Upon the closing of the Public Offering and the Private Placement, a total of $204,000,000 was deposited into the Trust Account and, on April 14, 2023, a total of 167 Class A ordinary share shareholders elected to redeem an aggregate of 17,910,004 Class A ordinary shares, representing approximately 89.55% of the Class A ordinary shares then issued and outstanding, for an aggregate of approximately $187,475,000 in cash, which was paid on or around April 21, 2023. Accordingly, approximately $22,628,000 remained in the Trust Account as of September 30, 2023. The proceeds in the Trust Account may be invested in either cash, U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule
2a-7
under the Investment Company Act of 1940, as amended, and that invest solely in U.S. government treasury obligations. At September 30, 2023 the Trust Account is in cash and at December 31, 2023 the Trust account is invested in money market funds.
The Company classifies its U.S. government treasury bills and equivalent securities as
held-to-maturity
in accordance with FASB ASC 320, “Investments
-
Debt and Equity Securities.”
Held-to-maturity
securities are those securities which the Company has the ability and intent to hold until maturity.
Held-to-maturity
U.S. government
treasury
bills are recorded at amortized cost on the balance sheets and adjusted for the amortization of discounts.
Cash and cash equivalents
Cash and cash equivalents:
The Company considers all highly liquid instruments with maturities of one year or less when acquired to be cash equivalents. At September 30, 2023, cash and cash equivalents totaled approximately $147,000 consisting of approximately $15,000 in cash and approximately $131,000 in a bank sponsored, overnight repurchase agreement that matured on October 2, 2023 with interest. At December 31, 2022, the $744,000 in cash and cash equivalents consisted entirely of cash deposits.    
Concentration of Credit Risk
Concentration of Credit Risk:
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. Any loss incurred or lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows.
Financial Instruments
Financial Instruments:
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their
short-term
nature.
Fair Value Measurements
Fair Value Measurements:
The Company complies with FASB ASC 820, “Fair Value Measurements and Disclosures,” for its financial assets and liabilities that are
re-measured
and reported at fair value at each reporting period, and
non-financial
assets and liabilities that are
re-measured
and reported at fair value at least annually.
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a
three-tier
fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
 
  •  
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
 
  •  
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
 
  •  
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Use of Estimates
Use of Estimates:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 as of September 30, 2023, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the Public Warrant and the Private Placement Warrant (as defined below) liabilities.
Offering Costs
Offering Costs:
The Company complies with the requirements of the FASB ASC
340-10-S99-1
and SEC Staff Accounting Bulletin (SAB) Topic 5A— “Expenses of Offering.” Costs incurred in connection with preparation for the Public Offering were approximately $11,725,000 including approximately $725,000 of Company costs together with $11,000,000 of underwriters’ discount. Such costs have been allocated to equity instruments ($11,234,000) and warrant liability ($491,000), based on their relative values, and charged to equity or expense (in the case of the portion allocated to warrant liability) upon completion of the Public Offering. The Company retained an independent financial advisor in connection with the Public Offering and paid an agreed amount of $175,000 that was included in offering costs, net of full reimbursement by the underwriters.
Class A Ordinary Shares Subject to Possible Redemption
Class A Ordinary Shares Subject to Possible Redemption:
All of the 20,000,000 Class A ordinary shares sold on October 25, 2021 as part of a Unit in the Public Offering discussed in Note 3 contain a redemption feature which allows for the redemption of ordinary shares under the Company’s liquidation or tender offer/shareholder approval provisions. In connection with the Extension, a total of 167 Class A ordinary share shareholders elected to redeem an aggregate of 17,910,004 Class A ordinary shares, representing approximately 89.55% of the Class A ordinary shares then issued and outstanding, for an aggregate of approximately $187,475,000 in cash, which was paid on or around April 21, 2023. As such, there remain 2,089,996 Class A ordinary shares outstanding as of September 30, 2023, all of which are subject to redemption.
In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its Second Amended and Restated Memorandum and Articles of Association provide that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (tangible assets less intangible assets and liabilities) to be less than $5,000,001. However, because all of the Class A ordinary shares are redeemable, all of the shares are recorded as Class A ordinary shares subject to redemption on the Company’s condensed balance sheets.
 
The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by adjustments to additional
paid-in
capital. Accordingly, at September 30, 2023 and December 31, 2022, 2,089,996 of the 2,089,996 Class A ordinary shares and 20,000,000 of the 20,000,000 Class A ordinary shares were classified outside of permanent equity, respectively. Class A ordinary shares subject to redemption consist of:
 
     Dollars      Shares  
Gross proceeds of Public Offering
    $ 200,000,000        20,000,000  
Less: Proceeds allocated to Public Warrants
      (7,900,000 )       —    
Offering costs
      (11,234,000 )       —    
Plus: Remeasurement of carrying value to redemption value at Public Offering date
      23,134,000        —    
  
 
 
     
 
 
  
Subtotal at the date of the Public Offering and at December 31, 2021
      204,000,000        20,000,000  
Plus: Remeasurement of carrying value to redemption value at December 31, 2022
      2,946,000        —    
  
 
 
     
 
 
  
Subtotal at December 31, 2022
      206,946,000        20,000,000  
Less: Payments to shareholders who elected to redeem 17,910,004 Class A ordinary shares in connection with the Extension (as defined below) on or around April 21, 2023
      (187,475,000 )       (17,910,004 ) 
  
 
 
     
 
 
  
Plus: Remeasurement of carrying value to redemption value at September 30, 2023
      3,157,000        —    
  
 
 
     
 
 
  
Class A ordinary shares subject to redemption at September 30, 2023
    $ 22,628,000        2,089,996  
  
 
 
     
 
 
  
Income Taxes
Income Taxes:
FASB ASC 740 “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be
more-likely-than-not
to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2023 and December 31, 2022. The Company recognizes interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. 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. As such, the Company’s tax provision was zero for the periods presented.
The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
Derivative Financial Instruments
Derivative Financial Instruments:
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance, and the liability is then
re-valued
at each reporting date, as determined by the Company based upon a valuation report obtained from its independent
third-party
valuation firm, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or
non-current
based on whether or not
net-cash
settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company’s warrant liability is a derivative financial instrument – see Note 5.
Recent Accounting Pronouncements
Recent Accounting Pronouncements:
In August 2020, the FASB issued ASU
2020-06,
Debt — Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic
815-40)
(“ASU
2020-06”)
to simplify accounting for certain financial instruments. ASU
2020-06
eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU
2020-06
amends the diluted earnings per share guidance, including the requirement to use the
if-converted
method for all convertible instruments. ASU
2020-06
is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently evaluating the impact that the pronouncement will have on the financial statements.
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
Subsequent Events
Subsequent Events:
The Company evaluated subsequent events and transactions that occurred after the date of the balance sheet through the date that the financial statements were issued. All such events that would require adjustment or disclosure have been so disclosed in the condensed financial statements – See Note 1 regarding the Second Notice received from the Nasdaq Staff on October 9, 2023 notifying the Company that the Company was not in compliance with the Minimum Public Holders Role..
v3.23.3
Summary of Significant Accounting Policies (Tables)
 9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Schedule Of Net Income Per Share after Allocating income Between the shares based on outstanding shares
The following table reflects the net income per share after allocating income between the shares based on outstanding shares.
 
    
For the three months ended
September 30, 2023
     
For the three months ended
September 30, 2022
  
    
Class A
     
Class B
     
Class A
     
Class B
  
Numerator:
            
Allocation of income – basic and diluted
    $ 200,000      $ 477,000      $ 440,000      $ 110,000  
Denominator:
            
Basic and diluted weighted average ordinary shares outstanding
      2,090,000        5,000,000        20,000,000        5,000,000  
Basic and diluted net income per ordinary share
    $ 0.10      $ 0.10      $ 0.02      $ 0.02  
  
 
 
     
 
 
     
 
 
     
 
 
  
 
    
For the nine months ended
September 30, 2023
     
For the nine months ended
September 30, 2022
  
    
Class A
     
Class B
     
Class A
     
Class B
  
Numerator:
            
Allocation of income – basic and diluted
    $ 1,397,000      $ 783,000      $ 6,798,000      $ 1,699,000  
Denominator:
            
Basic and diluted weighted average ordinary shares outstanding
      8,913,000        5,000,000        20,000,000        5,000,000  
Basic and diluted net income per ordinary share
    $ 0.16      $ 0.16      $ 0.34      $ 0.34  
  
 
 
     
 
 
     
 
 
     
 
 
  
Schedule Of Class A Ordinary Shares Subject To Redemption Class A ordinary shares subject to redemption consist of:
 
     Dollars      Shares  
Gross proceeds of Public Offering
    $ 200,000,000        20,000,000  
Less: Proceeds allocated to Public Warrants
      (7,900,000 )       —    
Offering costs
      (11,234,000 )       —    
Plus: Remeasurement of carrying value to redemption value at Public Offering date
      23,134,000        —    
  
 
 
     
 
 
  
Subtotal at the date of the Public Offering and at December 31, 2021
      204,000,000        20,000,000  
Plus: Remeasurement of carrying value to redemption value at December 31, 2022
      2,946,000        —    
  
 
 
     
 
 
  
Subtotal at December 31, 2022
      206,946,000        20,000,000  
Less: Payments to shareholders who elected to redeem 17,910,004 Class A ordinary shares in connection with the Extension (as defined below) on or around April 21, 2023
      (187,475,000 )       (17,910,004 ) 
  
 
 
     
 
 
  
Plus: Remeasurement of carrying value to redemption value at September 30, 2023
      3,157,000        —    
  
 
 
     
 
 
  
Class A ordinary shares subject to redemption at September 30, 2023
    $ 22,628,000        2,089,996  
  
 
 
     
 
 
  
v3.23.3
Trust Account and Fair Value Measurement (Tables)
 9 Months Ended
Sep. 30, 2023
Trust Account And Fair Value Measurement [Abstract]  
Schedule Of Information About Assets That Are Measured At Fair Value On A Recurring Basis
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments at December 31, 2022 consisted of money market funds that invest only in U.S. government treasury bills, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows:
 
Description
   
Quoted Prices in
Active Markets
December 31, 2022
(Level 1)
  
Assets:
   
Money market funds
    $ 206,946,000  
  
 
 
  
v3.23.3
Warrant liabilities (Tables)
 9 Months Ended
Sep. 30, 2023
Warrants and Rights Note Disclosure [Abstract]  
Schedule Of Information About The Warrant Liabilities That are Measured At Fair Value on a Recurring Basis
The following table presents information about the Company’s warrant liabilities that are measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.
 
Description
   
September 30,
2023
     
Quoted Prices
in Active
Markets
(Level 1)
     
Significant
Other
Observable
Inputs
(Level 2)
     
Significant
Other
Unobservable
Inputs
(Level 3)
  
Warrant Liabilities:
            
Public Warrants
    $ 400,000      $ —        $ 400,000      $ —    
Private Placement Warrants
    $ 420,000      $ —        $ 420,000      $ —    
  
 
 
     
 
 
     
 
 
     
 
 
  
Warrant liabilities at September 30, 2023
    $ 820,000      $ —        $ 820,000      $ —    
  
 
 
     
 
 
     
 
 
     
 
 
  
Description
   
December 31,
2022
     
Quoted Prices
in Active
Markets
(Level 1)
     
Significant
Other
Observable
Inputs
(Level 2)
     
Significant
Other
Unobservable
Inputs
(Level 3)
  
Warrant Liabilities:
            
Public Warrants
    $ 300,000      $ 300,000      $ —        $ —    
Private Placement Warrants
    $ 315,000      $ —        $ 315,000      $ —    
  
 
 
     
 
 
     
 
 
     
 
 
  
Warrant liabilities at December 31, 2022
    $ 615,000      $ 300,000      $ 315,000      $ —    
  
 
 
     
 
 
     
 
 
     
 
 
  
v3.23.3
Description of Organization, Business Operations and Liquidity Including Subsequent Event - Additional Information (Details)
 6 Months Ended 9 Months Ended 12 Months Ended
Jun. 28, 2023
USD ($)
Apr. 14, 2023
USD ($)
shares
Oct. 25, 2021
USD ($)
$ / shares
shares
Oct. 25, 2024
USD ($)
Sep. 30, 2023
USD ($)
$ / shares
shares
Sep. 30, 2022
USD ($)
Dec. 31, 2021
USD ($)
Apr. 21, 2023
USD ($)
Dec. 31, 2022
USD ($)
shares
Oct. 21, 2021
shares
Entity incorporation, Date of incorporation         Feb. 09, 2021          
Payments to acquire restricted investments     $ 204,000,000   $ 204,000,000          
Term of restricted investments     185 days   185 days          
Liquidation basis of accounting, Accrued costs to dispose of assets and liabilities         $ 100,000          
Percentage of public shares to be redeemed in case business combination is not consummated         100.00%          
Terms of extended period within which business combination shall be consummated from the closing of initial public offering         two separate          
Prospective assets of acquiree as a percentage of fair value of assets in the trust account         80.00%          
Per Share Value Of Restricted Assets | $ / shares     $ 10.2              
Number of days prior to consummation of business combination of amount then on deposit in the trust account determining shares redemption         2 days          
Number of days prior to commencement of tender offer of amount then on deposit in the trust account determining shares redemption         2 days          
Minimum net worth required for compliance         $ 5,000,001          
Number of days within which the public shares shall be redeemed         10 days          
Received from trust account   $ 187,475,000                
Cash   $ 187,475,000           $ 187,475,000    
Cash flows from operations         $ 597,000 $ 414,000        
Remaining Amount Held In Trust Account         $ 22,628,000       $ 206,946,000  
Number of shares held by common shareholders | shares   21,033,957                
Percentage Of Common Stock Voting Rights         84.14%          
Common stock, shares outstanding | shares   25,000,000                
Common stock, shares issued | shares   25,000,000                
Number of consecutive days below the market value of listed securities threshold limit 30 days                  
Market value of listed securities threshold limit $ 50,000,000                  
Number of minimum consecutive days of at or above market value of listed securities threshold limit 10 days                  
Cash And Cash Equivalents At Carrying Value         $ 147,000       $ 744,000  
Minimum [Member]                    
Business combination, Completion period, End date         Apr. 25, 2024          
Maximum [Member]                    
Business combination, Completion period, End date         Oct. 25, 2024          
Payment Made For Each Three Month Extension [Member]                    
Share price | $ / shares         $ 0.1          
Reduction of restricted investments         $ 209,000          
Three Month Extension [Member]                    
Payments to acquire restricted investments         $ 209,000          
Share price | $ / shares         $ 0.1          
Reduction of restricted investments         $ 209,000          
Sponsor [Member]                    
Common stock, shares outstanding | shares                   656,250
Sponsor [Member] | Working Capital Loans [Member]                    
Debt instrument, face amount         $ 1,500,000          
Private Placement Warrants [Member] | Sponsor [Member]                    
Proceeds from issuances of warrants     $ 10,500,000              
Private Placement Warrants [Member] | Private Placement [Member] | Sponsor [Member]                    
Proceeds from issuances of warrants     10,500,000              
Subsequent Event [Member] | Payment Made For Each Three Month Extension [Member]                    
Payments to acquire restricted investments       $ 418,000            
Common Class A [Member]                    
Proceeds from issuance initial public offering     $ 200,000,000       $ 200,000,000      
Number of shareholders elected to redeem | shares   167                
Stock redeemed or called during period | shares   17,910,004                
Percentage of common stock   89.55%                
Percentage Of Common Stock Voting Rights   89.55%                
Common stock, shares outstanding | shares         0       0  
Common stock, shares issued | shares         0       0  
Common Class A [Member] | Sponsor [Member]                    
Share price | $ / shares         $ 12          
Common Class A [Member] | IPO [Member]                    
Stock issued during period, Shares | shares     20,000,000              
Common Class A [Member] | Private Placement Warrants [Member]                    
Share price | $ / shares         $ 9.2          
v3.23.3
Summary of Significant Accounting Policies - Schedule Of Net Income Per Share after Allocating income Between the shares based on outstanding shares (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Common Class A [Member]        
Basic and diluted net income per ordinary share        
Allocation of income – basic and diluted $ 200,000 $ 440,000 $ 1,397,000 $ 6,798,000
Basic weighted average ordinary shares outstanding 2,090,000 20,000,000 8,913,000 20,000,000
Diluted weighted average ordinary shares outstanding 2,090,000 20,000,000 8,913,000 20,000,000
Basic net income per ordinary share $ 0.1 $ 0.02 $ 0.16 $ 0.34
Diluted net income per ordinary share $ 0.1 $ 0.02 $ 0.16 $ 0.34
Common Class B [Member]        
Basic and diluted net income per ordinary share        
Allocation of income – basic and diluted $ 477,000 $ 110,000 $ 783,000 $ 1,699,000
Basic weighted average ordinary shares outstanding 5,000,000 5,000,000 5,000,000 5,000,000
Diluted weighted average ordinary shares outstanding 5,000,000 5,000,000 5,000,000 5,000,000
Basic net income per ordinary share $ 0.1 $ 0.02 $ 0.16 $ 0.34
Diluted net income per ordinary share $ 0.1 $ 0.02 $ 0.16 $ 0.34
v3.23.3
Summary of Significant Accounting Policies - Schedule Of Class A Ordinary Shares Subject To Redemption (Details) - USD ($)
 9 Months Ended 12 Months Ended
Oct. 25, 2021
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Dec. 31, 2021
Temporary Equity [Line Items]          
Remeasurement of carrying value to redemption value   $ 3,157,000 $ 1,220,000    
Payments to shareholders who elected to redeem 17,910,004 Class A ordinary shares in connection with the Extension   $ (187,475,000) $ 0    
Common Class A [Member]          
Temporary Equity [Line Items]          
Gross proceeds of Public Offering $ 200,000,000       $ 200,000,000
Public Offering (in shares)   2,089,996   20,000,000 20,000,000
Proceeds allocated to Public Warrants         $ (7,900,000)
Offering costs         (11,234,000)
Remeasurement of carrying value to redemption value at Public Offering date         23,134,000
Subtotal at the date of the Public Offering       $ 206,946,000 $ 204,000,000
Remeasurement of carrying value to redemption value   $ 3,157,000   2,946,000  
Payments to shareholders who elected to redeem 17,910,004 Class A ordinary shares in connection with the Extension   $ (187,475,000)      
Payments to shareholders who elected to redeem 17,910,004 Class A ordinary shares in connection with the Extension (in shares)   (17,910,004)      
Class A ordinary shares subject to redemption at September 31, 2023   $ 22,628,000   $ 206,946,000  
v3.23.3
Summary of Significant Accounting Policies - Schedule Of Class A Ordinary Shares Subject To Redemption (Details) (Parentheticals)
Apr. 14, 2023
shares
Common Class A [Member]  
Temporary Equity [Line Items]  
Stock redeemed or called during period 17,910,004
v3.23.3
Summary of Significant Accounting Policies - Additional Information (Details)
 9 Months Ended
Apr. 14, 2023
USD ($)
shares
Oct. 25, 2021
USD ($)
shares
Sep. 30, 2023
USD ($)
shares
Apr. 21, 2023
USD ($)
Dec. 31, 2022
USD ($)
shares
Dec. 31, 2021
shares
Cash, FDIC insured amount     $ 250,000      
Minimum net worth required for compliance     5,000,001      
Unrecognized tax benefits     0   $ 0  
Unrecognized tax benefits, Income tax penalties and interest accrued     0   0  
Income tax expense benefit     0      
Costs allocated to equity instruments   $ 11,234,000        
Warrant liability issuance costs   491,000        
Payment of Fess To Financial advisor   175,000        
Payments to acquire restricted investments   $ 204,000,000 $ 204,000,000      
Term of restricted investments   185 days 185 days      
Cash $ 187,475,000     $ 187,475,000    
Assets held-in-trust, noncurrent     $ 22,628,000   206,946,000  
Cash and cash equivalents     147,000   744,000  
Cash [Member]            
Cash and cash equivalents     15,000   $ 744,000  
Interest-Bearing Deposits [Member]            
Cash and cash equivalents     $ 131,000      
Common Class A [Member]            
Temporary Equity, Shares Outstanding | shares     2,089,996   20,000,000 20,000,000
Number of shareholders elected to redeem | shares 167          
Stock redeemed or called during period | shares 17,910,004          
Percentage of common stock 89.55%          
Common Class A [Member] | Warrant [Member]            
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares     20,500,000      
IPO [Member]            
Total Costs Incurred In Connection With Preparation For The Initial Public Offering   $ 11,725,000        
Offering Costs   725,000        
Underwriters Discount   $ 11,000,000        
IPO [Member] | Common Class A [Member]            
Stock issued during period, Shares | shares   20,000,000        
v3.23.3
Public Offering - Additional Information (Details) - USD ($)
 9 Months Ended
Jul. 31, 2023
Oct. 23, 2022
Oct. 25, 2021
Sep. 30, 2023
Dec. 31, 2022
Oct. 03, 2022
Jun. 30, 2021
Deferred underwriting compensation           $ 7,000,000  
Percentage of deferred underwriting compensation forfeited           47.50%  
Reduction in deferred underwriters' compensation from accumulated deficit   $ 3,325,000          
Assets held-in-trust, noncurrent       $ 22,628,000 $ 206,946,000    
IPO [Member]              
Percentage of the per unit price paid as underwriting discount     2.00%        
Payment for underwriting expense     $ 4,000,000        
Percentage of the per unit price payable as deferred compensation liability     3.50%        
Deferred compensation liability, Noncurrent     $ 7,000,000        
Common Class A [Member] | IPO [Member]              
Stock issued during period, Shares     20,000,000        
Common stock, Conversion basis       Each Unit consists of one of the Company’s Class A ordinary shares and one-half of one Public Warrant.      
Common Class A [Member] | IPO [Member] | Public Warrants [Member]              
Class of warrant or right, Number of securities called by each warrant or right     1        
Class of warrant or right, Exercise price of warrants or rights     $ 10        
Common Class A [Member] | Over-Allotment Option [Member]              
Stock issued during period, Shares     2,500,000        
Option vesting period 45 days            
Common stock, Shares subscribed but unissued       2,625,000      
Common Class A [Member] | Over-Allotment Option [Member] | Public Warrants [Member]              
Stock issued during period, Shares     2,500,000        
Common Class B [Member]              
Common stock, shares, subject to forfeiture     31,250       562,500
Number of shares surrendered and retired 31,250            
v3.23.3
Trust Account and Fair Value Measurement - Schedule Of Information About Assets That Are Measured At Fair Value On A Recurring Basis (Details)
Dec. 31, 2022
USD ($)
Money Market Funds [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]  
Assets:  
Investments, Fair Value Disclosure $ 206,946,000
v3.23.3
Trust Account and Fair Value Measurement - Additional Information (Details)
Apr. 14, 2023
USD ($)
Trust Account And Fair Value Measurement [Line Items]  
Received from trust account $ 187,475,000
v3.23.3
Related party transactions - Additional Information (Details) - USD ($)
 3 Months Ended 9 Months Ended
Jul. 31, 2023
Jun. 30, 2023
Oct. 25, 2021
Jun. 30, 2021
Feb. 10, 2021
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Jun. 29, 2023
Apr. 14, 2023
Dec. 31, 2022
Oct. 24, 2021
Oct. 21, 2021
Related Party Transaction [Line Items]                            
Common stock, shares outstanding                     25,000,000      
Due to Related Parties           $ 30,000   $ 30,000       $ 0    
Sponsor [Member]                            
Related Party Transaction [Line Items]                            
Common stock, shares outstanding                           656,250
Blackout trading period after completion of business combination     30 days                      
Sponsor [Member] | Unsecured Promissory Note [Member]                            
Related Party Transaction [Line Items]                            
Debt instrument maximum draw down amount         $ 300,000                  
Debt Iistrument Minimum draw down amount         $ 10,000                  
Debt Instrument, Maturity Date         Dec. 31, 2021                  
Debt instrument, face amount           $ 0   $ 0            
Debt instrument conversion price per share           $ 1   $ 1            
Long-term debt, gross           $ 1,500,000   $ 1,500,000   $ 1,500,000        
Debt instrument, interest rate, effective percentage           0.00%   0.00%            
Debt instrument, maturity date, description               (i) the date on which the Company consummates an initial Business Combination or (ii) the date of the liquidation of the Company (such date, the “Maturity Date”).            
Sponsor [Member] | Working Capital Loans [Member]                            
Related Party Transaction [Line Items]                            
Debt instrument, face amount           $ 1,500,000   $ 1,500,000            
Sponsor [Member] | Administrative Services Agreement [Member]                            
Related Party Transaction [Line Items]                            
Issuance of ordinary shares to Sponsor (in shares) 1                          
Related party transaction fees payable per month $ 10,000         30,000 $ 90,000 30,000 $ 90,000          
Sponsor [Member] | Private Placement Warrants [Member]                            
Related Party Transaction [Line Items]                            
Class of warrants or rights warrants issued during the period     10,500,000                      
Class of warrants or rights warrants issued issue price per warrant     $ 1                      
Proceeds from issuances of warrants     $ 10,500,000                      
Related Party [Member] | Unsecured Promissory Note [Member]                            
Related Party Transaction [Line Items]                            
Notes Payable, Related Parties, Current           $ 0   $ 0       $ 0 $ 240,000  
Common Class A [Member]                            
Related Party Transaction [Line Items]                            
Common stock, shares outstanding           0   0       0    
Common Class A [Member] | Private Placement Warrants [Member]                            
Related Party Transaction [Line Items]                            
Share price           $ 9.2   $ 9.2            
Exercise price of warrant      $ 11.5                      
Percentage of equity proceeds from issuance           60.00%   60.00%            
Price threshold of newly issued stock to cause adjustment of exercise warrant price            $ 9.2   $ 9.2            
Percentage of warrant exercise price adjusted to price received in new issuance           115.00%   115.00%            
Common Class A [Member] | Private Placement Warrants [Member] | Class A Common Stock Equals Or Exceeds Threshold One [Member]                            
Related Party Transaction [Line Items]                            
Target share price of warrants or rights for redemption           $ 18   $ 18            
Common Class A [Member] | Private Placement Warrants [Member] | Class A Common Stock Equals Or Exceeds Threshold Two [Member]                            
Related Party Transaction [Line Items]                            
Target share price of warrants or rights for redemption                     $ 10      
Common Class A [Member] | Sponsor [Member]                            
Related Party Transaction [Line Items]                            
Share price           $ 12   $ 12            
Threshold trading days   20 days                        
Threshold consecutive trading days   30 days                        
Period after initial business combination for determining share price   150 days                        
Common Class B [Member]                            
Related Party Transaction [Line Items]                            
Common stock, shares, subject to forfeiture     31,250 562,500                    
Common stock, shares outstanding           5,000,000   5,000,000       5,000,000   5,031,250
Common Class B [Member] | Sponsor [Member]                            
Related Party Transaction [Line Items]                            
Issuance of ordinary shares to Sponsor (in shares)         6,468,750                  
Proceeds from issuance of common stock          $ 25,000                  
Sale of stock price per share         $ 0.004                  
Common stock, shares, subject to forfeiture         843,750                  
Stock surrendered during period shares       2,156,250                    
Common stock, shares outstanding       4,312,500                    
Minimum holding period for transfer, assignment or sale of Founder Shares               1 year            
v3.23.3
Warrant liabilities - Schedule Of Information About The Warrant Liabilities That are Measured At Fair Value on a Recurring Basis (Details) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Warrant Liabilities:    
Derivative Liability, Statement of Financial Position [Extensible Enumeration] Derivative Liability, Noncurrent Derivative Liability, Noncurrent
Fair Value, Recurring [Member]    
Warrant Liabilities:    
Derivative liability $ 820,000 $ 615,000
Fair Value, Recurring [Member] | Public Warrants [Member]    
Warrant Liabilities:    
Derivative liability 400,000 300,000
Fair Value, Recurring [Member] | Private Placement Warrants [Member]    
Warrant Liabilities:    
Derivative liability 420,000 315,000
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member]    
Warrant Liabilities:    
Derivative liability 0 300,000
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member]    
Warrant Liabilities:    
Derivative liability 0 300,000
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member]    
Warrant Liabilities:    
Derivative liability 0 0
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member]    
Warrant Liabilities:    
Derivative liability 820,000 315,000
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member]    
Warrant Liabilities:    
Derivative liability 400,000 0
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member]    
Warrant Liabilities:    
Derivative liability 420,000 315,000
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member]    
Warrant Liabilities:    
Derivative liability 0 0
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member]    
Warrant Liabilities:    
Derivative liability 0 0
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member]    
Warrant Liabilities:    
Derivative liability $ 0 $ 0
v3.23.3
Warrant liabilities - Additional Information (Details) - $ / shares
Sep. 30, 2023
Dec. 31, 2022
Class of Warrant or Right [Line Items]    
Class of warrant or right outstanding 20,500,000 20,500,000
Public Warrants [Member]    
Class of Warrant or Right [Line Items]    
Class of warrant or right outstanding 10,000,000 10,000,000
Estimated Fair Value Of Warrants Determined Based On Publicy Observable Units From Trading In An Active Market Price Per Warrant $ 0.03 $ 0.03
Private Placement Warrants [Member]    
Class of Warrant or Right [Line Items]    
Class of warrant or right outstanding 10,500,000 10,500,000
v3.23.3
Shareholders' Deficit - Additional Information (Details)
 9 Months Ended
Apr. 14, 2023
USD ($)
shares
Sep. 30, 2023
Vote
$ / shares
shares
Apr. 21, 2023
USD ($)
Dec. 31, 2022
$ / shares
shares
Dec. 31, 2021
shares
Oct. 21, 2021
shares
Class of Stock [Line Items]            
Common stock, shares authorized   220,000,000        
Common stock, shares issued 25,000,000          
Common stock, shares outstanding 25,000,000          
Preferred stock, par value | $ / shares | $ / shares   $ 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    
Cash | $ $ 187,475,000   $ 187,475,000      
Common Class A [Member]            
Class of Stock [Line Items]            
Common stock, shares authorized   200,000,000   200,000,000    
Common stock, par value | $ / shares   $ 0.0001   $ 0.0001    
Number of votes per share | Vote   1        
Common stock, shares issued   0   0    
Common stock, shares outstanding   0   0    
Temporary Equity, Shares Outstanding   2,089,996   20,000,000 20,000,000  
Number of shareholders elected to redeem 167          
Stock redeemed or called during period 17,910,004          
Percentage of common stock 89.55%          
Common Class B [Member]            
Class of Stock [Line Items]            
Common stock, shares authorized   20,000,000   20,000,000    
Common stock, par value | $ / shares   $ 0.0001   $ 0.0001    
Number of votes per share | Vote   1        
Common stock, shares issued   5,000,000   5,000,000    
Common stock, shares outstanding   5,000,000   5,000,000   5,031,250
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