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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
OceanTech Acquisitions I Corp. |
(Exact name of registrant as specified in its charter) |
Delaware |
|
001-40450 |
|
85-2122558 |
(State or other jurisdiction
of
incorporation or organization)
|
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
515 Madison Avenue, 8th Floor
– Suite 8133
New York, New York
|
|
10022 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (929) 412-1272 |
Not Applicable |
(Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant
to Section 12(b) of the Act:
|
|
|
|
|
Title of Each Class: |
|
Trading Symbol: |
|
Name of Each Exchange on Which
Registered: |
Units, each consisting of one share of Class A common stock and one redeemable warrant |
|
OTECU |
|
The Nasdaq Stock
Market LLC |
Class A common stock, par value $0.0001 per share |
|
OTEC |
|
The Nasdaq Stock
Market LLC |
Warrants, each warrant exercisable for one share of Class A common stock for $11.50 per share |
|
OTECW |
|
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 17, 2023, 3,497,475 shares Class A common stock, par value $0.0001 per share, and 0 shares of Class B common
stock, par value $0.0001 per share, were issued and outstanding, respectively.
OCEANTECH ACQUISITIONS I CORP.
Quarterly Report on Form 10-Q
TABLE OF CONTENTS
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
OCEANTECH ACQUISITIONS I CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
| |
| | |
| |
| |
September 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
| |
(Unaudited) | | |
(Audited) | |
ASSETS: | |
| | | |
| | |
Cash | |
$ | 74,916 | | |
$ | 35,806 | |
Prepaid expense | |
| 78,220 | | |
| 179 | |
Total current assets | |
| 153,136 | | |
| 35,985 | |
Investments held in Trust Account | |
| 9,167,017 | | |
| 19,429,439 | |
TOTAL ASSETS | |
$ | 9,320,153 | | |
$ | 19,465,424 | |
| |
| | | |
| | |
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT: | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 2,968,535 | | |
$ | 1,614,363 | |
Payable to Trust Account | |
| 90,298 | | |
| — | |
Income tax payable | |
| 81,823 | | |
| — | |
Excise tax payable | |
| 112,338 | | |
| — | |
Promissory notes | |
| 927,957 | | |
| — | |
Promissory notes – related party | |
| 448,039 | | |
| 323,039 | |
Due to related parties | |
| 397,667 | | |
| 307,667 | |
Total current liabilities | |
| 5,026,657 | | |
| 2,245,069 | |
Other long-term liabilities | |
| 2,000,000 | | |
| 2,000,000 | |
Deferred underwriting commissions | |
| 3,614,100 | | |
| 3,614,100 | |
Warrant liabilities | |
| 496,310 | | |
| 661,747 | |
Total Liabilities | |
| 11,137,067 | | |
| 8,520,916 | |
| |
| | | |
| | |
Commitments and Contingencies (see Note 8) | |
| | | |
| | |
| |
| | | |
| | |
Redeemable Common Stock | |
| | | |
| | |
Class A common stock subject to possible redemption, 812,715 and 1,848,503 shares (at redemption value) at September 30, 2023 and December 31, 2022, respectively | |
| 9,167,017 | | |
| 19,419,552 | |
Stockholders’ Deficit: | |
| | | |
| | |
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | |
| — | | |
| — | |
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 2,684,760 and 103,260 (excluding 812,715 and 1,848,503 shares subject to possible redemption) shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | |
| 269 | | |
| 10 | |
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; no shares and 2,581,500 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | |
| — | | |
| 259 | |
Additional paid-in capital | |
| 1,732,737 | | |
| 2,248,291 | |
Accumulated deficit | |
| (12,716,937 | ) | |
| (10,723,604 | ) |
Total Stockholders’ Deficit | |
| (10,983,931 | ) | |
| (8,475,044 | ) |
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT | |
$ | 9,320,153 | | |
$ | 19,465,424 | |
The accompanying notes are an integral
part of these unaudited condensed consolidated financial statements.
OCEANTECH ACQUISITIONS I CORP.
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
(UNAUDITED)
| |
| | |
| | |
| | |
| |
| |
For the Three Months Ended September 30, | | |
For the Nine Months Ended September 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
| | |
| | |
| | |
| |
Operating and formation costs | |
$ | 616,315 | | |
$ | 658,976 | | |
$ | 2,089,023 | | |
$ | 1,412,604 | |
Loss from operations | |
| (616,315 | ) | |
| (658,976 | ) | |
| (2,089,023 | ) | |
| (1,412,604 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other income: | |
| | | |
| | | |
| | | |
| | |
Interest earned on investments in trust | |
| 116,580 | | |
| 354,619 | | |
| 516,603 | | |
| 433,795 | |
Interest expense | |
| (26,253 | ) | |
| — | | |
| (39,857 | ) | |
| — | |
Finance transaction costs | |
| — | | |
| — | | |
| (464,670 | ) | |
| — | |
Offering costs allocated to warrants | |
| — | | |
| — | | |
| — | | |
| (3,600,000 | ) |
Change in fair value of warrants | |
| 165,437 | | |
| 308,445 | | |
| 165,437 | | |
| 5,798,246 | |
Total other income, net | |
| 255,764 | | |
| 663,064 | | |
| 177,513 | | |
| 2,632,041 | |
(Loss) Income before taxes | |
| (360,551 | ) | |
| 4,088 | | |
| (1,911,510 | ) | |
| 1,219,437 | |
Provision for income taxes | |
| (43,011 | ) | |
| — | | |
| (81,823 | ) | |
| — | |
Net (loss) income | |
$ | (403,562 | ) | |
$ | 4,088 | | |
$ | (1,993,333 | ) | |
$ | 1,219,437 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted | |
| 812,715 | | |
| 10,326,000 | | |
| 1,381,829 | | |
| 10,326,000 | |
Basic and diluted net (loss) income per common stock, Class A subject to possible redemption | |
$ | (0.12 | ) | |
$ | 0.00 | | |
$ | (0.49 | ) | |
$ | 0.09 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted average shares outstanding of non-redeemable common stock, basic and diluted | |
| 2,684,760 | | |
| 2,684,760 | | |
| 2,684,760 | | |
| 2,684,760 | |
Basic and diluted net (loss) income per non-redeemable common stock | |
$ | (0.12 | ) | |
$ | 0.00 | | |
$ | (0.49 | ) | |
$ | 0.09 | |
The accompanying notes are an integral part
of these unaudited condensed consolidated financial statements.
OCEANTECH ACQUISITIONS I CORP.
CONDENSED CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ DEFICIT
(UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER
30, 2023
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| |
Class A | | |
Class B | | |
Additional | | |
| | |
Total | |
| |
Common Stock | | |
Common Stock | | |
Paid-in | | |
Accumulated | | |
Stockholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance as of December 31, 2022 | |
| 103,260 | | |
$ | 10 | | |
| 2,581,500 | | |
$ | 259 | | |
$ | 2,248,291 | | |
| (10,723,604 | ) | |
$ | (8,475,044 | ) |
Contribution related to financing costs attributed to Aspire Securities Purchase Agreement | |
| — | | |
| — | | |
| — | | |
| — | | |
| 464,670 | | |
| — | | |
| 464,670 | |
Remeasurement of Class A common stock to redemption value | |
| — | | |
| — | | |
| — | | |
| — | | |
| (532,405 | ) | |
| — | | |
| (532,405 | ) |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (1,052,192 | ) | |
| (1,052,192 | ) |
Balance as of March 31, 2023 | |
| 103,260 | | |
| 10 | | |
| 2,581,500 | | |
| 259 | | |
| 2,180,556 | | |
| (11,775,796 | ) | |
| (9,594,971 | ) |
Fair Value of Class A Common Shares to be transferred under Promissory Notes (Note 6) | |
| — | | |
| — | | |
| — | | |
| — | | |
| 107,100 | | |
| — | | |
| 107,100 | |
Recognition of excise liability on trust redemptions | |
| — | | |
| — | | |
| — | | |
| — | | |
| (112,338 | ) | |
| — | | |
| (112,338 | ) |
Remeasurement of Class A common stock to redemption value | |
| — | | |
| — | | |
| — | | |
| — | | |
| (316,912 | ) | |
| — | | |
| (316,912 | ) |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (537,579 | ) | |
| (537,579 | ) |
Balance as of June 30, 2023 | |
| 103,260 | | |
$ | 10 | | |
| 2,581,500 | | |
$ | 259 | | |
$ | 1,858,406 | | |
$ | (12,313,375 | ) | |
$ | (10,454,700 | ) |
Fair Value of Class A Common Shares to be transferred under Promissory Notes (Note 6) | |
| — | | |
| — | | |
| — | | |
| — | | |
| 6,300 | | |
| — | | |
| 6,300 | |
Conversion of Class B common stock in Class A common stock | |
| 2,581,500 | | |
| 259 | | |
| (2,581,500 | ) | |
| (259 | ) | |
| — | | |
| — | | |
| — | |
Remeasurement of Class A common stock to redemption value | |
| — | | |
| — | | |
| — | | |
| — | | |
| (131,969 | ) | |
| — | | |
| (131,969 | ) |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (403,562 | ) | |
| (403,562 | ) |
Balance as of September 30, 2023 | |
| 2,684,760 | | |
$ | 269 | | |
| — | | |
$ | — | | |
$ | 1,732,737 | | |
$ | (12,716,937 | ) | |
$ | (10,983,931 | ) |
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER
30, 2022
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| |
Class A | | |
Class B | | |
Additional | | |
| | |
Total | |
| |
Common Stock | | |
Common Stock | | |
Paid-in | | |
Accumulated | | |
Stockholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance as of December 31, 2021 | |
| 103,260 | | |
$ | 10 | | |
| 2,581,500 | | |
$ | 259 | | |
$ | — | | |
$ | (12,688,552 | ) | |
$ | (12,688,283 | ) |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 4,449,036 | | |
| 4,449,036 | |
Balance as of March 31, 2022 | |
| 103,260 | | |
$ | 10 | | |
| 2,581,500 | | |
$ | 259 | | |
$ | — | | |
$ | (8,239,516 | ) | |
$ | (8,239,247 | ) |
Proceeds in excess of fair value of private placements warrants | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,316,565 | | |
| — | | |
| 1,316,565 | |
Accretion of Class A common stock subject to possible redemption | |
| — | | |
| — | | |
| — | | |
| — | | |
| (1,548,900 | ) | |
| — | | |
| (1,548,900 | ) |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (3,233,687 | ) | |
| (3,233,687 | ) |
Balance as of June 30, 2022 | |
| 103,260 | | |
$ | 10 | | |
| 2,581,500 | | |
$ | 259 | | |
$ | 3,367,665 | | |
$ | (11,473,203 | ) | |
$ | (8,105,269 | ) |
Accretion of Class A common stock subject to possible redemption | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (105,225 | ) | |
| (105,225 | ) |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 4,088 | | |
| 4,088 | |
Balance as of September 30, 2022 | |
| 103,260 | | |
$ | 10 | | |
| 2,581,500 | | |
$ | 259 | | |
$ | 3,367,665 | | |
$ | (11,574,340 | ) | |
$ | (8,206,406 | ) |
The accompanying notes are an integral part
of these unaudited condensed consolidated financial statements.
OCEANTECH ACQUISITIONS I CORP.
CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
(UNAUDITED)
| |
| | |
| |
| |
For the Nine Months Ended September 30, | |
| |
2023 | | |
2022 | |
Cash Flows from Operating Activities: | |
| | | |
| | |
Net (loss) income | |
$ | (1,993,333 | ) | |
$ | 1,219,437 | |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |
| | | |
| | |
Interest earned on investments in trust | |
| (516,603 | ) | |
| (433,795 | ) |
Non-cash interest expense | |
| 39,857 | | |
| — | |
Change in fair value of warrants | |
| (165,437 | ) | |
| (5,798,246 | ) |
Finance transaction cost | |
| 464,670 | | |
| 3,600,000 | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Prepaid assets | |
| (78,041 | ) | |
| 230,869 | |
Accounts payable and accrued expenses | |
| 1,354,172 | | |
| 489,447 | |
Income tax payable | |
| 81,823 | | |
| — | |
Due to related party | |
| 90,000 | | |
| 90,000 | |
Net cash used in operating activities | |
| (722,892 | ) | |
| (602,288 | ) |
| |
| | | |
| | |
Cash Flows from Investing Activities: | |
| | | |
| | |
Investment of cash in trust account for extensions | |
| (650,000 | ) | |
| (1,548,900 | ) |
Cash withdrawn from Trust Account for taxes and redemptions | |
| 11,519,323 | | |
| 149,000 | |
Net cash provided by (used in) investing activities | |
| 10,869,323 | | |
| (1,399,900 | ) |
| |
| | | |
| | |
Cash Flows from Financing Activities: | |
| | | |
| | |
Proceeds from issuance of promissory notes | |
| 1,001,500 | | |
| — | |
Proceeds from issuance of promissory note to related party | |
| 125,000 | | |
| 160,000 | |
Proceeds from private placement | |
| — | | |
| 1,548,900 | |
Redemptions of Class A common stock | |
| (11,233,821 | ) | |
| — | |
Net cash (used in) provided by financing activities | |
| (10,107,321 | ) | |
| 1,708,900 | |
| |
| | | |
| | |
Net Change in Cash | |
| 39,110 | | |
| (293,288 | ) |
Cash - Beginning | |
| 35,806 | | |
| 322,128 | |
Cash - Ending | |
$ | 74,916 | | |
$ | 28,840 | |
| |
| | | |
| | |
Supplemental Disclosure of Non-cash Financing Activities: | |
| | | |
| | |
Remeasurement of Class A common stock to redemption value | |
$ | 981,286 | | |
$ | 1,548,900 | |
Recognition of excise tax on share redemptions | |
$ | 112,338 | | |
$ | — | |
Debt discount recognized from fair value of Class A common stock to be transferred under Promissory Notes (Note 6) | |
$ | 113,400 | | |
$ | — | |
The accompanying notes are an integral part
of these unaudited condensed consolidated financial statements.
OCEANTECH ACQUISITIONS I CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
September 30, 2023
(UNAUDITED)
Note 1—Description of Organization and Business Operations
OceanTech Acquisitions I Corp. (the “Company”)
is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses.
As of September 30, 2023, the Company had
not commenced any operations. All activity for the period from February 3, 2021 (inception) through September 30, 2023, relates
to the Company’s formation and the public offering consummated on June 2, 2021 (the “Initial Public Offering”),
and, since the closing of the Initial Public Offering, a search for a business combination candidate. The Company will not generate
any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate
non-operating income in the form of interest income on both cash from the proceeds derived from the Initial Public Offering and
investments held in trust.
The Company’s original sponsor was
OceanTech Acquisitions I Sponsors, LLC (the “Original Sponsor”). On March 13, 2023, the Company’s sponsor changed
to Aspire Acquisition LLC, a Delaware limited liability company (“Aspire” or the “Sponsor”) when Aspire
acquired all of the Class B common stock and Private Placement Warrants from the Original Sponsor. As part of this transaction,
Aspire assumed ownership of all agreements and obligations of the Original Sponsor, agreed to reimburse the original chief executive
officer $, and has agreed to pay the original chief financial officer $ per month during the transition period.
On September 5, 2023, as further described
below, all of Sponsor’s Class B common stock was converted to Class A common stock.
Financing
The registration statement for the Company’s
Initial Public Offering was declared effective on May 27, 2021 (the “Effective Date”). On June 2, 2021, the Company
consummated its Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the Class A common stock
included in the Units, the “Common Stock”) at a price of $10.00 per Unit, generating gross proceeds to the Company
of $100,000,000, which is discussed in Note 3.
Simultaneously with the consummation of
the Initial Public Offering and the sale of the Units, the Company consummated the private placement sale (“Private Placement”)
of an aggregate 4,571,000 warrants (“Private Placement Warrants”), of which Private Placement Warrants were
purchased by the Original Sponsor and 700,000 Private Placement Warrants were purchased by Maxim Group LLC and/or its designees
(“Maxim”), at a price of $1.00 per Private Placement Warrant, generating total proceeds of $4,571,000.
Transaction costs of the Initial Public
Offering amounted to $7,482,451 consisting of $2,065,200 of underwriting discount, $3,614,100 of deferred underwriting discount,
$1,033,633 in fair value of representative shares issued and $769,518 of other offering costs. Of the transaction costs, $690,542
were charged to operations for the portion related to warrants and $6,791,909 were included as offering costs and charged against
equity.
The Company granted the underwriter in
the Initial Public Offering a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments, if any. On June
17, 2021, the underwriter partially exercised the over-allotment option to purchase 326,000 additional Units (the “Over-Allotment
Units”), generating an aggregate of gross proceeds of $3,260,000, and incurred $65,200 in cash underwriting fees.
On June 2, 2022, the Company closed an
offering to private investors which included issuance of 1,548,900 Private Warrants at a price of $1.00 per warrant and transfer
of 1,200,000 of Original Sponsor’s Class B common stock. Proceeds of the offering were deposited in the Company’s Trust
Account for its public stockholders, representing $0.15 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination (an “Extension”) by six months from June 2, 2022, to December 2,
2022. The Extension is permitted under the Company’s governing documents.
On August 10, 2022, the Company, OceanTech
Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub 1”), and the Original
Sponsor, entered into a definitive Agreement and Plan of Merger (the “Captura Merger Agreement”) with Captura Biopharma,
Inc., a Delaware corporation (“Captura”) and Michael Geranen, as seller representative (“Geranen”). Pursuant
to the Captura Merger Agreement, upon the closing of the business combination, the Company would effect the merger of Merger Sub
1 with and into Captura, with Captura continuing as the surviving entity, as a result of which all of the issued and outstanding
capital stock of Captura would be exchanged for shares of the Class A common stock of the Company upon the terms set forth as follows:
Captura’s shareholders collectively shall be entitled to receive from the Company, in the aggregate, a number of Company’s
securities with an aggregate value equal to (a) $200,000,000 minus (b) the amount, if any, by which the Captura’s net working
capital amount exceeds the net working capital amount (but not less than zero), minus (c) the amount of Closing Net Indebtedness
(as defined in the Captura Merger Agreement) minus (d) the amount of any transaction expenses, provided that the merger consideration
otherwise payable to the Captura’s shareholders is subject to adjustment after the Closing in accordance with the terms of
the Merger Agreement.
The obligations of the parties to consummate
such business combination was subject to the satisfaction or waiver of certain customary closing conditions of the respective parties,
including, without limitation: (a) the representations and warranties of the Company, Merger Sub 1 and Captura being true and correct
subject to the materiality standards contained in the Captura Merger Agreement; (b) material compliance by such parties of their
respective pre-closing covenants and agreements, subject to the standards contained in the Captura Merger Agreement; (c) the approval
by the Company’s stockholders of such business combination; (d) the approval by the Captura’s stockholders of such
business combination; I the absence of any Material Adverse Effect (as defined in the Captura Merger Agreement) with respect to
the Company or with respect to Captura since the effective date of the Captura Merger Agreement that is continuing and uncured;
(f) the election of the members of the post-closing board consistent with the provisions of the Captura Merger Agreement, a majority
of which are to be independent in accordance with the Nasdaq rules; (g) the Company having at least $5,000,001 in tangible net
assets upon the Closing; (h) the entry into certain ancillary agreements as of the Closing; (i) the lack of any notice or communication
from, or position of, the SEC requiring the Company to amend or supplement the prospectus and proxy statement; and (j) the receipt
of certain closing deliverables.
On October 13, 2022, parties to the Captura
Merger Agreement mutually terminated the Captura Merger Agreement pursuant to Section 8.1(a) of the Captura Merger Agreement, effective
immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate the
Captura Merger Agreement.
On November 15, 2022, the Company entered
into a definitive Agreement and Plan of Merger (the “Majic Merger Agreement”) with Merger Sub 1, OceanTech Merger Sub
2, LLC, a Wyoming limited liability company and wholly owned subsidiary of the Company (“Merger Sub 2”), the Original
Sponsor in the capacity as the representative for the stockholders of the Company (the “Company Representative”), Majic
Wheels Corp., a Wyoming corporation ( “Majic”), and Jeffrey H. Coats, an individual, in the capacity as the representative
for the Majic stockholders (the “Majic Representative”).
On November 29, 2022, the Company held
a special meeting of stockholders. At the meeting, the Company’s stockholders approved a charter amendment to extend the
date by which the Company must consummate its initial business combination from December 2, 2022 to June 2, 2023, subject to the
approval of the board of directors of the Company, provided the Original Sponsor or its designees deposit into the Trust Account
an amount equal to $0.067 per share for each public share or $125,000, prior to the commencement of each extension period. In connection
with the extension stockholders holding 8,477,497 shares of common stock exercised their right to redeem their shares for a pro
rata portion of the funds in the Trust Account. As a result, approximately $87,541,322 (approximately $10.32 per share) was removed
from the Trust Account to pay such holders.
On December 1, 2022, December 30, 2022
and February 2, 2023, the Company deposited $125,000 into its Trust Account for its public stockholders, representing $0.067 per
public share, allowing the Company to extend the period of time it has to consummate its initial business combination from December
2, 2022 to March 2, 2023.
On February 3, 2023, Majic, the Company,
Merger Sub 1 and Merger Sub 2 mutually terminated the Majic Merger Agreement pursuant to Section 8.1(a) of the Majic Merger Agreement,
effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate
the Majic Merger Agreement.
On March 2, 2023, the Company deposited
$125,000 into its Trust Account for its public stockholders, representing $0.067 per public share, allowing the Company to extend
the period of time it has to consummate its initial business combination by one month from March 2, 2023, to April 2, 2023.
On March 13, 2023, the Company’s
sponsor changed from Original Sponsor to Sponsor when Aspire agreed to acquire all of the 2,581,500 shares of Class B common stock
and 5,869,880 Private Placement Warrants from the Original Sponsor upon the closing of an initial business combination.
On March 31, 2023 and May 2, 2023, the
Company deposited $125,000 into its Trust Account for its public stockholders, representing $0.067 per public share, allowing the
Company to extend the period of time it has to consummate its initial business combination by one month from April 2, 2023, to
June 2, 2023.
On May 2, 2023, the Company, R.B. Merger
Sub Ltd., an Israeli company and a wholly owned subsidiary of the Company (“Merger Sub”), and Regentis Biomaterials
Ltd., an Israeli company (individually, “Regentis” and, together with the Company, Merger Sub, collectively, the “Parties”
and each referred to as a “Party”), entered into an Agreement and Plan of Merger (the “Merger Agreement”),
pursuant to which, among other things, Merger Sub will merge with and into Regentis (the “Merger” or “Business
Combination”), with Regentis continuing as the surviving entity after the Merger, as a result of which Regentis will become
a direct, wholly-owned subsidiary of the Company (the “Proposed Transaction”).
On May 18, 2023,
On May 30, 2023, the Company held a virtual
special meeting of its stockholders, pursuant to due notice in that certain Proxy Statement on Schedule 14(a) filed May 10, 2023
(as amended, the “Extension Proxy”). At such special meeting, the Company stockholders approved the proposal for the
Company to adopt and file with the Delaware Secretary of State of the State of Delaware an amended charter (the “Extension
Amendment Proposal”), which the Company promptly filed following the stockholders’ approval of the Extension Amendment
Proposal. Pursuant to the Company’s amended charter, the Company has the right to extend beyond June 2, 2023 (the “Original
Termination Date”) by up to 12, 1-month extensions through June 2, 2024 (the “Outside Date”; each of the 12,
1-month extensions, an “Extension”, and each such extension date a “Deadline Date”, and the latest of such
Deadline Dates, the “Extended Deadline”) the date by which the Company must (i) consummate a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more
businesses, (ii) cease its operations if it fails to complete a business combination, and (iii) unless the closing of the Company’s
initial business combination shall have occurred, redeem or repurchase 100% of the Company’s Class A common stock included
as part of the units sold in the Initial Public Offering. In connection with each Extension, the Company or Sponsor (or its affiliates
or permitted designees) is required to deposit into the Trust Account $30,000 (collectively, the “Extension Payments”),
and the Sponsor made a non-interest bearing, unsecured loan to the Company in the aggregate of $360,000 for payment of the Extension
Payments.
Additionally, at such special meeting,
the stockholders of the Company approved the proposal to amend the trust agreement of the Trust Account to extend the termination
date for an additional twelve months, until June 2, 2024 (the “Trust Amendment Proposal). Upon approval of the Extension
Amendment Proposal and the Trust Amendment Proposal by the Company’s stockholders, the Company and the Trustee of the Trust
Account promptly entered into an amendment to the trust agreement to extend the termination date for an additional twelve months,
until June 2, 2024.
In connection with the voting on the Extension
Amendment Proposal and the Trust Amendment Proposal at this special meeting, holders of 1,035,788 shares of Class A common stock
(the “Redeeming Stockholder”) exercised the right to redeem such shares. On June 2, 2023, the Company made cash payments
to the Redeeming Stockholders totaling $11,233,821, representing approximately $10.84 per share. Following such payments to the
Redeeming Stockholders, the Trust Account had a balance of approximately $8,814,443. The Company’s remaining shares of Class
A common stock outstanding were 812,715.
On June 1, 2023 and June 27, 2023, the
Company deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the
Company to extend the period of time it has to consummate its initial business combination by one month each from June 2, 2023
to August 2, 2023, as the first and second of twelve 1-month extensions permitted under the Company’s governing documents.
On July 7, 2023, the Company and Regentis
executed Amendment No. 1 to the Merger Agreement to increase the merger consideration to $96 million from $95 million to account,
in part, for the issuance of Regentis ordinary shares to Maxim pre-closing for the fee to which it would be entitled upon consummation
of the business combination.
On July 10, 2023, the Company filed the
initial Form S-4 with the SEC.
On July 25, 2023, the Company received
written notice (the “Delisting Letter”) from the Nasdaq Capital Market (“Nasdaq”) that the Company had
not regained compliance within 180 calendar days (or until July 24, 2023) in accordance with Nasdaq Listing Rule 5810(c)(3)(C)
for compliance with Nasdaq Listing Rule 5550(b)(2) as the Company’s market value of listed securities for the thirty (30)
consecutive business days, was below the required minimum of $35 million for continued listing on Nasdaq (the “MVLS Requirement”).
On July 27, 2023, the Company filed a Current
Report on Form 8-K stating that the Company fully intends to appeal such determination by requesting a hearing to the Hearings
Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series to stay the suspension
of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision, and on such date the Company
requested the hearing, and wired the $20,000 fee to Nasdaq for the hearing, prior to 4:00 p.m. Eastern Time on August 1, 2023,
as required in the Delisting Letter. The hearing with the Panel was then scheduled for September 21, 2023 (the “Hearing”).
On July 28, 2023, the Company deposited
$30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the Company to extend
the period of time it has to consummate its initial business combination by one month from August 2, 2023 to September 2, 2023,
as the third of twelve, 1-month extension permitted under the Company’s governing documents. On July 31, 2023, the Company
filed the Current Report on Form 8-K disclosing the same.
On August 8, 2023, the Company filed a
Preliminary Proxy Statement on Schedule 14(a) with the Securities and Exchange Commission (“SEC”) for stockholders
to approve the founder share amendment proposal to amend the Company’s existing certificate of incorporation dated as of
May 27, 2021, as amended on December 1, 2022 by that certain First Amendment to the Amended and Restated Certificate of Incorporation
and as further amended on May 30, 2023 by that certain Second Amendment to the Amended and Restated Certificate of Incorporation,
as may be further amended (collectively, the “Existing OTEC Charter”), to provide for the right of the holders of Class
B common stock, par value $0.0001 per share, to convert such shares of Class B common stock into shares of Class A common stock,
par value $0.0001 per share, on a one-to-one basis at the election of such holders (the “Founder Share Amendment Proposal”),
rather than upon the closing of an initial business combination. The Company then filed a Definitive Proxy Statement on Schedule
14A on August 23, 2023 (the “Proxy Statement”) with the SEC, providing notice of a special meeting of stockholders
to be held on September 5, 2023 to propose to amend the Existing OTEC Charter in accordance with the Founder Share Amendment
Proposal, in order to authorize the Company to regain compliance with the MVLS Requirement.
On August 31, 2023, the Company deposited
$30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the Company to extend
the period of time it has to consummate its initial business combination by one month from September 2, 2023 to October 2, 2023,
as the fourth of twelve 1-month extensions permitted under the Company’s governing documents.
On September 5, 2023, the Company held
a virtual special meeting of its stockholders following the notice provided by the Proxy Statement to amend the Existing OTEC Charter
for the Founder Share Amendment Proposal. Following approval of the Founder Share Amendment Proposal by the Company’s stockholders,
the Company promptly adopted and filed the related amendment to the Existing OTEC Charter with the Secretary of State of the State
of Delaware. Effective as of September 5, 2023, the conversion of the Class B common stock to Class A common stock, resulted in
the Company’s market value of securities increasing approximately $28,706,280 in addition to the Company’s then-current
market value of securities being approximately $10,185,642, based on calculations utilizing the Company’s common stock closing
price of $11.12 per share on August 28, 2023 to total approximately $38,891,922, above the required $35 million. The following
ten consecutive business days after September 5, 2023, ended ahead of the Hearing.
On September 12, 2023, the Company filed
Amendment No. 1 to the initial Form S-4 filed on July 10, 2023.
As previously disclosed in a Form 8-K filed
September 14, 2023, on September 13, 2023, the Company received written notice (the “Notification Letter”) from Nasdaq
stating that the Company currently does not meet the required minimum of 300 public holders for continued listing on Nasdaq under
Nasdaq Listing Rule 5550(a)(3) (the “Public Holder Requirement”), and further stated that Nasdaq’s Panel
would consider this matter in rendering a determination regarding the Company’s continued listing on Nasdaq at the Hearing
already scheduled.
On September 21, 2023, the Company attended
the Hearing to discuss the Delisting Letter and Notification Letter with the Panel. At the Hearing, the Company discussed its anticipated
compliance with the Public Holder Requirement upon the closing of the Business Combination pursuant to the Merger Agreement with
Regentis and the Merger Sub. The results of the Hearing are further discussed under Note 11 —Nasdaq Compliance.
On September 27, 2023, the Company deposited
$30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the Company to extend
the period of time it has to consummate its initial business combination by one month from October 2, 2023 to November 2, 2023,
as the fifth of twelve 1-month extensions permitted under the Company’s governing documents.
Liquidity and Going Concern
On September 30, 2023, the Company had
cash of $74,916 and a working capital deficit of $4,873,521.
The Company’s liquidity needs up
to September 30, 2023 were satisfied through the proceeds of $ from the sale of the Founder Shares (as defined in Note 5),
loans from related parties and outside investors totalling $1,375,996 and $323,039 as of September 30, 2023 and December 31, 2022,
respectively, and from the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside
of the Trust Account.
Until the consummation of a business combination,
the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates,
performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire,
and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through
loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s Sponsor,
officers and directors 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. If the Company is unable to raise additional capital, it may be required to take additional
measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit
of a potential transaction, and reducing overhead expenses.
In connection with the Company’s
assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”)
Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements—Going Concern, the
Company has until November 2, 2023, 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 is not consummated by this date,
there will be a mandatory liquidation and subsequent dissolution of the Company. Additionally, the Company may not have sufficient
liquidity to fund the working capital needs of the Company through one year from the issuance of these condensed consolidated financial
statements. Management has determined that the liquidity condition and mandatory liquidation, should an initial business combination
not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going
concern for the next twelve months from the issuance of these financial statements. No adjustments have been made to the carrying
amounts of assets or liabilities should the Company be required to liquidate after June 2, 2024. The Company’s Sponsor, officers
and directors 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.
Risks and Uncertainties
In February 2022, the Russian Federation
and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the
United States, have instituted economic sanctions against the Russian Federation and Belarus.
The escalation in October 2023 of the conflict
between Israel and Hamas also could cause disruptions to global economic conditions and effect the stability of the Middle
East region. It is unknown how long any of these disruptions will continue and whether such disruptions will become more severe.
The impact of these conflicts on the world
economy is not determinable as of the date of these financial statements and the specific impact on the Company’s financial
condition, results of operations, and cash flows is also not determinable as of the date of these condensed financial statements.
Inflation Reduction Act of 2022
On August 16, 2022, the Inflation Reduction
Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal
1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries
of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation
itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market
value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing
corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases
during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the
“Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or
avoidance of the excise tax.
Any redemption or other repurchase that
occurs after December 31, 2022, in connection with a business combination, extension vote or otherwise, may be subject to the excise
tax. Whether and to what extent the Company would be subject to the excise tax in connection with a business combination, extension
vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in
connection with the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature
and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not
in connection with a business combination but issued within the same taxable year of a business combination) and (iv) the content
of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not
by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could
cause a reduction in the cash available on hand to complete the Business Combination and in the Company’s ability to complete
the Business Combination.
As discussed above, on May 30, 2023, holders
of 1,035,788 shares of Common Stock elected to redeem their shares in connection with the Extension. As a result, $11,233,821
was removed from the Company’s Trust Account to pay such holders. Management has evaluated the requirements of the IR Act
and the Company’s operations and has determined that a liability of $112,338 should be recorded for the excise tax in
connection with the above mentioned redemptions. This liability will be reviewed and remeasured at each subsequent reporting period.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited financial statements
have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities
and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements
prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial
reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial
position, results of operations, or cash flows.
In the opinion of the Company’s management,
the unaudited financial statements as of September 30, 2023, and for the three and six months ended September 30, 2023 include
all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the
Company as of September 30, 2023, and its results of operations and cash flows for the three and nine months ended September 30,
2023. The results of operations for the three and nine months ended September 30, 2023, are not necessarily indicative of the results
to be expected for the full fiscal year ending December 31, 2023 or any future interim period.
Principles of Consolidation
The accompanying condensed consolidated
financial statements include the accounts of the Company and its wholly-owned subsidiaries, Merger Sub 1 and Merger Sub 2. All
significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company
The Company is an “emerging growth
company,” as defined in Section2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012
(the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable
to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with
the 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 stockholder approval of any golden parachute payments not previously approved.
Further, Section102(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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt
out of such extended transition period which means that when a standard is issued or revised and it has different application dates
for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time
private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated
financial statements with another public company which is neither an emerging growth company nor an emerging growth company which
has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.
Use of Estimates
The preparation of these unaudited condensed
consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to
exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or
set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate,
could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included
in these consolidated financial statements is the determination of fair value of the warrant liabilities. Such estimates may be
subject to change as more current information becomes available and accordingly, the actual results could differ significantly
from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have cash equivalents
as of September 30, 2023 and December 31, 2022.
Trust Account
Upon the closing of the Initial Public
Offering and the Private Placement, $104.3 million ($10.10 per Unit) of the net proceeds of the Initial Public Offering and certain
of the proceeds of the Private Placement were held in the Trust Account located in the United States with Continental Stock Transfer
& Trust Company acting as trustee, and invested only in U.S. government treasury obligations with a maturity of 185 days or
less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act 1940, as amended (the
“Investment Company Act”), which will be invested only in direct U.S. government treasury obligations, as determined
by the Company, until the earlier of: (i) the completion of the Business Combination and (ii) the distribution of the Trust Account
as described below.
Upon closing of the offering of the Private
Warrants on June 2, 2022 (as described above) an additional $1.5 million (or $0.15 per Class A share subject to redemption) was
placed in the Trust Account to provide for the Extension as described above.
In connection with the extension vote at
the special meeting of stockholders of the Company on November 29, 2022, stockholders holding 8,477,497 shares of common stock
exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, $87,541,321
(approximately $10.32 per share) was removed from the Trust Account to pay such holders.
On December 1, 2022, the Company caused
to be deposited $125,000 into its Trust Account for its public stockholders, representing $0.067 per public share, allowing the
Company to extend the period of time it has to consummate its initial business combination by one month from December 2, 2022 to
January 2, 2023.
On December 30, 2022, The Company caused
to be deposited $125,000 into its Trust Account for its public stockholders, representing $0.067 per public share, allowing the
Company to extend the period of time it has to consummate its initial business combination by one month from January 2, 2023, to
February 2, 2023.
On February 2, 2023, the Company caused
to be deposited $125,000 into the Company’s Trust Account for its public stockholders, representing $0.067 per public share,
allowing the Company to extend the period of time it has to consummate its initial business combination by one month from February
2, 2023 to March 2, 2023.
On March 2, 2023, the Company caused to
be deposited $125,000 into the Company’s Trust Account for its public stockholders, representing $0.067 per public share,
allowing the Company to extend the period of time it has to consummate its initial business combination by one month from March
2, 2023 to April 2, 2023.
On March 31, 2023, the Company caused to
be deposited $125,000 into the Company’s Trust Account for its public stockholders, representing $0.067 per public share,
allowing the Company to extend the period of time it has to consummate its initial business combination by one month from April
2, 2023 to May 2, 2023.
On May 2, 2023, the Company caused to be
deposited $125,000 into its Trust Account for its public stockholders, representing $0.067 per public share, allowing the Company
to extend the period of time it has to consummate its initial business combination by one month from May 2, 2023, to June 2, 2023.
On June 1, 2023, the Company caused to
be deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the Company
to extend the period of time it has to consummate its initial business combination by one month from June 2, 2023 to July 2, 2023,
as the first of twelve one-month extensions permitted under the Company’s governing documents.
On June 27, 2023, the Company caused to
be deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the Company
to extend the period of time it has to consummate its initial business combination by one month from July 2, 2023 to August 2,
2023, as the second of twelve, 1-month extensions permitted under the Company’s governing documents.
On July 28, 2023, the Company caused to
be deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the Company
to extend the period of time it has to consummate its initial business combination by one month from August 2, 2023 to September
2, 2023, as the third of twelve, 1-month extension permitted under the Company’s governing documents.
On August 30, 2023, the Company caused
to be deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the
Company to extend the period of time it has to consummate its initial business combination by one month from September 2, 2023
to October 2, 2023, as the fourth of twelve, 1-month extension permitted under the Company’s governing documents.
On September 27, 2023, the Company caused
to be deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the
Company to extend the period of time it has to consummate its initial business combination by one month from October 2, 2023 to
November 2, 2023, as the fifth of twelve, 1-month extension permitted under the Company’s governing documents.
Offering Costs
Offering costs consisted of legal, accounting,
underwriting and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to
the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total
proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses
in the unaudited condensed consolidated statements of operations. Offering costs associated with the issuance of Class A common
stock subject to possible redemption were charged to temporary equity upon the completion of the Initial Public Offering. The Company
classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require
the use of current assets or require the creation of current liabilities.
In connection with the Extension payment
on June 2, 2022, the Original Sponsor transferred 1,200,000 of previously issued common stock (as defined in Note 9) from the Founder
Shares (as defined in Note 5) to the investors who participated in the Initial Public Offering. The fair value of the Founder Shares
(as defined in Note 5) was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and 5T. Accordingly,
the offering cost was be allocated to the only financial instruments issued, which were private placement warrants. Offering costs
allocated to derivative warrant liabilities are expensed as incurred in the statement of operations.
Fair Value of Financial Instruments
The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,”
approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature.
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 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 on the grant date and is then re-valued at each reporting date, with
changes in the fair value reported in the unaudited condensed consolidated 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.
Fair Value Measurements
Fair value is defined as the price that
would be received for sale of an asset or paid to 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. |
Net (Loss) Income Per Common Stock
The Company complies with accounting and
disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are
referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of
shares. Net (loss) income per common stock is calculated by dividing the net (loss) income by the weighted average shares of common
stock outstanding for the respective period.
The calculation of diluted net (loss) income
does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement
warrants to purchase an aggregate of 16,543,700 shares for the three and nine months ended September 30, 2023 and 2022 of Class
A common stock subject to possible redemption in the calculation of diluted (loss) income per share, because they are contingent
on future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net (loss) income
per share is the same as basic net (loss) income per share for the three and nine months ended September 30, 2023 and 2022. Remeasurement
associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair
value.
The basic and diluted (loss) income per
common stock is calculated as follows:
|
|
For the Three Months Ended |
|
|
|
September 30, |
|
|
|
2023 |
|
|
2022 |
|
Common stock subject to possible redemption |
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
Net (loss) income allocable to Class A common stock subject to possible redemption |
|
$ |
(93,776 |
) |
|
$ |
3,244 |
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted Average Redeemable Class A common stock, basic and diluted |
|
|
812,715 |
|
|
|
10,326,000 |
|
Basic and Diluted net (loss) income per share, redeemable Class A common stock |
|
$ |
(0.12 |
) |
|
$ |
0.00 |
|
|
|
|
|
|
|
|
|
|
Non-redeemable common stock |
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
Net (loss) income allocable to non-redeemable common stock |
|
$ |
(309,786 |
) |
|
$ |
844 |
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted Average non-redeemable common stock, basic and diluted |
|
|
2,684,760 |
|
|
|
2,684,760 |
|
Basic and diluted net (loss) income per share, common stock |
|
$ |
(0.12 |
) |
|
$ |
0.00 |
|
|
|
For the Nine Months Ended |
|
|
|
September 30, |
|
|
|
2023 |
|
|
2022 |
|
Common stock subject to possible redemption |
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
Net (loss) income allocable to Class A common stock subject to possible redemption |
|
$ |
(677,336 |
) |
|
$ |
967,807 |
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted Average Redeemable Class A common stock, basic and diluted |
|
|
1,381,829 |
|
|
|
10,326,000 |
|
Basic and Diluted net (loss) income per share, redeemable Class A common stock |
|
$ |
(0.49 |
) |
|
$ |
0.09 |
|
|
|
|
|
|
|
|
|
|
Non-redeemable common stock |
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
Net (loss) income allocable to non-redeemable common stock |
|
$ |
(1,315,997 |
) |
|
$ |
251,630 |
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted Average non-redeemable common stock, basic and diluted |
|
|
2,684,760 |
|
|
|
2,684,760 |
|
Basic and diluted net (loss) income per share, common stock |
|
$ |
(0.49 |
) |
|
$ |
0.09 |
|
Income Taxes
The Company accounts for income taxes under
ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for
both the expected impact of differences between the unaudited condensed consolidated financial statements and tax basis of assets
and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally
requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will
not be realized. As of September 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance
recorded against it. Our effective tax rate was (11.93%) and 0.00% for the three months ended September 30, 2023 and 2022, respectively.
Our effective tax rate was (4.28%) and 0.00% for the nine months ended September 30, 2023 and 2022, respectively. The effective
tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2023 and 2022, due to changes
in fair value in warrant liability, warrant issuance costs, and the valuation allowance on the deferred tax assets.
While ASC 740 identifies usage of an effective
annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if
they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential
impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year.
The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which
states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise
able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the
interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows
it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective
tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results
through September 30, 2023.
ASC 740 also clarifies the accounting for
uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and
measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax
return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing
authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period,
disclosure and transition.
The Company recognizes accrued interest
and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts
accrued for interest and penalties as of 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 has identified the United States
as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception.
These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions
and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized
tax benefits will materially change over the next twelve months.
Redeemable Share Classification
All of the 10,326,000 Class A common stock
sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public
shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the
Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation.
In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99,
redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified
outside of permanent equity. Given that the Class A common stock was issued with other freestanding instruments (i.e., public warrants),
the initial carrying value of Class A common stock classified as temporary equity is the allocated proceeds based on the guidance
in FASB ASC Topic 470-20, “Debt – Debt with Conversion and Other Options.”
Immediately upon the closing of the Initial
Public Offering, the Company recognized the accretion from initial book value to redemption amount, which approximates fair value.
The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional
paid-in capital (to the extent available) and accumulated deficit and Class A common stock.
As of September 30, 2023 and December 31,
2022, the Class A common stock reflected on the balance sheets are reconciled in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2023 |
|
|
December 31, 2022 |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
As of beginning of the period |
|
1,848,503 |
|
|
$ |
19,419,552 |
|
|
10,326,000 |
|
|
$ |
104,292,600 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Extension redemptions on May 27, 2023 and November 29, 2022, respectively |
|
(1,035,788 |
) |
|
|
(11,233,821 |
) |
|
(8,477,497 |
) |
|
|
(87,541,322 |
) |
Plus: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remeasurement of carrying value to redemption value attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accretion of carrying value to redemption value |
|
— |
|
|
|
981,286 |
|
|
— |
|
|
|
2,668,274 |
|
Contingently redeemable Class A common stock subject to possible redemption |
|
812,715 |
|
|
$ |
9,167,017 |
|
|
1,848,503 |
|
|
$ |
19,419,552 |
|
Receivable from Sponsor and Payable to Trust Account
During the nine months ended
September 30, 2023, the Company erroneously overdrew from the Trust Account amounts allocated for tax payments. Accordingly,
at September 30, 2023, the Company had an amount payable to the Trust Account in the amount of $90,298,
which is fully allocable to the contingently redeemable Class A common stock subject to possible redemption. The payable to
trust is to be funded by the Sponsor, and corresponding receivable from the Sponsor has been included within the Investments
held in Trust Account line on the accompanying condensed consolidated balance sheet at September 30, 2023. This amount will
be deposited during the following fiscal quarter.
Debt discounts
Debt discounts relate to the issuance costs
of the promissory notes to non-related parties (see Note 6), and are included in the condensed consolidated balance sheets as a
direct deduction from the face amount of the promissory notes. Debt discounts are amortized over the term of the related promissory
notes and included in the interest expense.
Recent Accounting Pronouncements
In August
2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt – Debt with Conversion and Other Options
(Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)
to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of
beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception
guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional
disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.
ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible
instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified
retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact,
if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.
Management
does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a
material effect on the accompanying unaudited condensed consolidated financial statements.
Note 3 — Initial Public
Offering
On June
2, 2021, the Company consummated its Initial Public Offering of 10,000,000 Units. Each Unit consists of one share of Class A common
stock of the Company, par value $0.0001 per share, and one redeemable warrant of the Company (“Warrant”), each Warrant
entitling the holder thereof to purchase one Class A common stock for $11.50 per share. The Units were sold at a price of
$10.00 per Unit, generating gross proceeds to the Company of $100,000,000.
On June
17, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 326,000 Over-Allotment Units.
The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $3,260,000.
Note 4 — Private Placement
On June
2, 2021, simultaneously with the closing of the Initial Public Offering and the sale of the Units, the Company consummated the
Private Placement of an aggregate 4,571,000 Private Placement Warrants, of which Private Placement Warrants were purchased
by the Original Sponsor and 700,000 Private Placement Warrants were purchased by Maxim at a price of $1.00 per Private Placement
Warrant, generating total proceeds of $4,571,000.
On June
17, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 326,000 Over-Allotment Units.
Simultaneously with the closing of the exercise of the overallotment option, the Company consummated the Private Placement of
an aggregate of 97,800 Private Placement Warrants, of which Private Placement Warrants were purchased by the Original Sponsor
and 22,820 Private Placement Warrants were purchased by Maxim at a purchase price of $1.00 per Private Placement Warrant, generating
gross proceeds of $97,800.
On June
2, 2022, the Company closed an offering to private investors which included issuance of 1,548,900 Private Warrants at a price
of $1.00 per warrant.
The Private
Placement Warrants (and the underlying securities) are identical to the public warrants sold as part of the Units in the Initial
Public Offering, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid
with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Note 5 — Related Party
Transactions
Founder Shares
In February
2021, the Original Sponsor paid $ to cover certain offering costs in consideration for Class B shares (the “Founder
Shares”). The number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial
Public Offering would be a maximum of 11,500,000 Units if the underwriter’s over-allotment option is exercised in full,
and therefore that such Founder Shares would represent 20% of the outstanding shares after the Initial Public Offering. Thus,
up to of the Founder Shares were subject to forfeiture depending on the extent to which the underwriter’s over-allotment
option was exercised. On June 21, 2021, the underwriter partially exercised its over-allotment option, purchasing an additional
326,000 Units. On June 21, 2021, the underwriter forfeited the right to purchase the remaining Units of the over-allotment option,
and hence founder shares of Class B common stock were subsequently forfeited, resulting in 2,581,500 outstanding Founder
Shares.
Concurrently
with the issuance of Private Warrants on June 2, 2022, the Original Sponsor committed to transfer 1,200,000 of Class B shares
previously issued and outstanding as additional incentive to participants in the Extension Offering. The Company accounted for
the Original Sponsor shares transferred to the participants in the Extension Offering at Fair Value as a charge directly to stockholder’s
equity. The Company estimated the fair value of these shares to be $3,600,000 or $3 per share.
In connection
with the change in sponsor to Aspire on March 13, 2023, the Company estimated the aggregate fair value of the founders’
shares sold to Aspire to be $ or $ per share. The excess of the fair value of the Founder Shares was determined
to be a contribution to the Company from the Sponsor in accordance with Staff Accounting Bulletin (“SAB”) Topic 5T.
As this transaction is directly related to the business combination, the costs related to the transaction were included
as transaction finance costs in the statement of operations.
Upon the
closing of the Initial Business Combination, Sponsor shall also convey (i) 250,000 (two hundred and fifty thousand) shares of
Class B common stock to the equityholders of the Original Sponsor, as of the Effective Date (the “Original Sponsor Equityholders”),
pro rata based on the Original Sponsor Equityholders’ underlying interest in the Company’s Class B common stock, and
(ii) 250,000 (two hundred and fifty thousand) Private Placement Warrants to the Original Sponsor Equityholders, pro rata based
on the Original Sponsor Equityholders’ underlying interest in the Company’s Private Placement Warrants as of the Effective
Date.
The Company’s
initial stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i)
year after the date of the consummation of the initial Business Combination or (ii) the date on which the Company consummates
a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to
exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject
to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Notwithstanding
the foregoing, if the closing price of the shares of Class A common stock equals or exceeds $ per share (as adjusted for
stock splits, stock dividends, reorganizations, recapitalizations and the like) for any trading days within any - trading
day period commencing days after the initial Business Combination, the Founder Shares will no longer be subject to such transfer
restrictions.
Promissory
Notes—Related Party
On February
14, 2021, the Original Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial
Public Offering. This loan is non-interest bearing, unsecured and was due at the closing of the Initial Public Offering and the
Original Sponsor has not demanded payment of the note through the date of this filing. As of September 30, 2023 and December 31,
2022, $448,039 and $323,039 were outstanding under the promissory notes, respectively.
Related
Party Loans
In order
to finance transaction costs in connection with an intended initial Business Combination, the sponsor, an affiliate of the sponsor
or certain of the Company’s officers and directors may, but is not obligated to, loan the Company funds as may be required
(the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay such
loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out
of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use
a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account
would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into Private Placement 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 issued to the Sponsor. As of September 30, 2023 and December 31, 2022, no such
Working Capital Loans were outstanding.
On May 18,
2023, the Company and the Sponsor, announced that, the Company entered into an unsecured, interest-free promissory note in favor
of the Sponsor, pursuant to which the Sponsor will loan the Company $ per month for up to 12, 1-month extension, up to an
aggregate of $360,000. No amounts have been drawn under this promissory note as of September 30, 2023.
Administrative
Support Agreement
The Company
has agreed to pay our sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support.
The administrative support agreement began on the day the Company first listed on the Nasdaq Capital Market and continue monthly
until the completion of the Company’s initial Business Combination or liquidation of the Company. As of September 30, 2023
and December 31, 2022, the Company owed $397,667 and $307,667 under the administrative support agreement, respectively. For the
three and nine months ended September 30, 2023, the Company incurred $30,000 and $90,000 in administrative support fees, respectively.
For the three and nine months ended September 30, 2022, the Company incurred $30,000 and $90,000 in administrative support fees,
respectively.
Note
6 – Promissory Notes
During 2023,
the Company entered into six promissory notes with investors that provide for a maximum aggregate borrowing amount of up to $726,500.
These notes are non-interest bearing and are due at the closing of the business combination. In consideration of these loans,
the Company or Sponsor will, upon the closing of the initial business combination, assign and transfer, or cause the assignment
and transfer, to the investors 95,000 shares of Class A common stock.
On May 23,
2023, the Company or Sponsor entered into a promissory note with Polar Multi-Strategy Master Fund (the “Investor”),
pursuant to which the Investor agreed to provide a $500,000 loan to the Company or Sponsor. In consideration of the $500,000 from
the Investor (“Initial Capital Contribution”), the Company or Sponsor will, upon the closing of the initial business
combination, assign and transfer, or cause the assignment and transfer, to Investor 500,000 shares of Class A common stock (as
loan grant shares issuable to a third party in relation to such working capital bridge loan) (“Subscription Shares”)
at a rate of one Class A common stock for each $1.00 of Initial Capital Contribution, or the Investor may elect to receive payments
in cash. The Subscription Shares, if issued, shall be subject to no transfer restrictions or any other lock-up provisions, earn
outs, or other contingencies. The Initial Capital Contribution shall not accrue interest and shall be repaid by the Company, upon
the closing of the initial business combination. The Company or Sponsor will pay to the Investor all repayments Sponsor or the
Company has received within 5 business days of the closing of the initial business combination.
As of September
30, 2023, $1,001,500 was drawn and outstanding under the promissory notes.
The Company’s
Sponsor transfer of Class A shares to the Investor falls under SAB Topic 5T and thus was recognized in the Company’s records
in connection with the funding of the promissory notes as a debt discount totaling $113,400, or approximately $0.18 per share.
The debt discount is accreted as interest expense in the Company’s statements of operations over the terms of the respective
loans. As of September 30, 2023, the Company had an unamortized debt discount of $73,543.
Note 7 —Derivative Warrant
Liabilities
As of both
September 30, 2023, and December 31, 2022, there were 10,326,000 public warrants outstanding. As of September 30, 2023 and December
31, 2022 there were 6,217,700 Private Placement Warrants outstanding.
Public
Warrants
Each Warrant
entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject
to adjustment. In addition, if (x) the Company issues additional shares of Class A common stock 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 common stock (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 Sponsor or its affiliates, without taking into
account any Founder Shares held by the Sponsor or its affiliates, 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 the common stock during the 20 trading day period starting
on the trading day prior to the day on which the Company consummates the 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 higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described
below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the
Market Value and the Newly Issued Price.
The warrants
will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon
redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and
not placed in the Trust Account.
The Company
has not registered the shares of Class A common stock issuable upon exercise of the warrants at this time. However, the Company
has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business
Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of Class
A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain
a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified
in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the
warrants is not effective within 90 days after the closing of the initial Business Combination, warrant holders may, until such
time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective
registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act or another exemption. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not
listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section
18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants
to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company
so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company
does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the
extent an exemption is not available.
Private
Placement Warrants
The Private
Placement Warrants and the underlying securities are identical to the public warrants sold as part of the Units in the Initial
Public Offering, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid
with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Redemption
of warrants when the price per share of Class A common stock equals or exceeds $18.00
Once the
warrants become exercisable, the Company may redeem the outstanding warrants (except the Private Placement Warrants):
|
● |
in
whole and not in part; |
|
● |
at
a price of $0.01 per warrant; |
|
● |
upon
a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and |
|
● |
if,
and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits,
stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending
on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
If the Company
calls the warrants for redemption as described above, the management will have the option to require all holders that wish to
exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their
warrants on a “cashless basis,” the management will consider, among other factors, the cash position, the number of
warrants that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of Class A common
stock issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering the
warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants
and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall
mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day
prior to the date on which the notice of redemption is sent to the holders of warrants.
Note
8 —Fair Value Measurements
The following
table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis
as of September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation techniques that the Company
utilized to determine such fair value.
Schedule
of company’s assets and liabilities that are measured at fair value on a recurring basis
| |
| | |
| | |
| | |
| |
| |
| | |
Quoted Prices In | | |
Significant Other | | |
Significant Other | |
| |
September 30, | | |
Active Markets | | |
Observable Inputs | | |
Unobservable Inputs | |
| |
2023 | | |
(Level 1) | | |
(Level 2) | | |
(Level 3) | |
Assets: | |
| | | |
| | | |
| | | |
| | |
U.S. Money Market
held in Trust Account | |
$ | 9,167,017 | | |
$ | 9,076,719 | | |
$ | — | | |
$ | — | |
| |
$ | 9,167,017 | | |
$ | 9,076,719 | | |
$ | — | | |
$ | — | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Warrant Liability- public | |
$ | 309,780 | | |
$ | 309,780 | | |
$ | — | | |
$ | — | |
Warrant Liability- private | |
| 186,530 | | |
| — | | |
| — | | |
| 186,530 | |
Total Warrant Liability | |
$ | 496,310 | | |
$ | 309,780 | | |
$ | — | | |
$ | 186,530 | |
| |
| | |
Quoted Prices In | | |
Significant Other | | |
Significant Other | |
| |
December 31, | | |
Active Markets | | |
Observable Inputs | | |
Unobservable Inputs | |
| |
2022 | | |
(Level
1) | | |
(Level
2) | | |
(Level
3) | |
Assets: | |
| | | |
| | | |
| | | |
| | |
U.S. Money Market
held in Trust Account | |
$ | 19,429,439 | | |
$ | 19,429,439 | | |
$ | — | | |
$ | — | |
| |
$ | 19,429,439 | | |
$ | 19,429,439 | | |
$ | — | | |
$ | — | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Warrant Liability- public | |
$ | 413,040 | | |
$ | 413,040 | | |
$ | — | | |
$ | — | |
Warrant Liability- private | |
| 248,707 | | |
| — | | |
| — | | |
| 248,707 | |
Total Warrant Liability | |
$ | 661,747 | | |
$ | 413,040 | | |
$ | — | | |
$ | 248,707 | |
Transfers
to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. During the period from February 3, 2021 (inception)
through December 31, 2022, the public warrants began trading separately on July 19, 2021 and thus were transferred from Level
3 to Level 1.
Level 1
assets include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data,
benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.
The Company’s Warrant liability was valued at $496,310 and $661,747 as of September 30, 2023 and December 31, 2022, respectively. Under the guidance in
ASC 815-40 the Warrants do not meet the criteria for equity treatment. As such, the Warrants must be recorded on the balance sheets
at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the valuations
will be adjusted to fair value, with the change in fair value recognized in the Company’s unaudited condensed consolidated
statements of operations.
The Company’s
Warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable
markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs
could result in a material change in fair value. The fair value of the public Warrant liability is classified within Level 1 of
the fair value hierarchy, as the public warrants are actively traded. The fair value of the private Warrant liability is classified
within Level 3 of the fair value hierarchy.
Schedule
of change in the fair value of the public warrant liability for 2023 and 2022 is as follows:
| |
| | |
Private | | |
| |
| |
Public Warrants | | |
Warrants | | |
Warrant | |
| |
Level
1 | | |
Level
3 | | |
Liabilities | |
Warrant liabilities at December 31, 2022 | |
$ | 413,040 | | |
$ | 248,707 | | |
$ | 661,747 | |
Change in Fair Value | |
| 206,520 | | |
| 124,353 | | |
| 330,873 | |
Warrant liabilities at March 31, 2023 | |
| 619,560 | | |
| 373,060 | | |
| 992,620 | |
Change in Fair Value | |
| (206,520 | ) | |
| (124,353 | ) | |
| (330,873 | ) |
Warrant liabilities at June 30, 2023 | |
$ | 413,040 | | |
$ | 248,707 | | |
$ | 661,747 | |
Change in Fair Value | |
| (103,260 | ) | |
| (62,177 | ) | |
| (165,437 | ) |
Warrant liabilities at September 30, 2023 | |
$ | 309,780 | | |
$ | 186,530 | | |
$ | 496,310 | |
| |
| | |
Private | | |
| |
| |
Public Warrants | | |
Warrants | | |
Warrant | |
| |
Level
1 | | |
Level
3 | | |
Liabilities | |
Warrant liabilities at December 31, 2021 | |
$ | 4,749,960 | | |
$ | 2,348,406 | | |
$ | 7,098,366 | |
Change in Fair Value | |
| (3,304,320 | ) | |
| (1,550,042 | ) | |
| (4,854,362 | ) |
Warrant liabilities
at March 31, 2022 | |
| 1,445,640 | | |
| 798,364 | | |
| 2,244,004 | |
Issuance of Private warrants | |
| — | | |
| 232,335 | | |
| 232,335 | |
Change
in Fair Value | |
| (413,040 | ) | |
| (222,399 | ) | |
| (635,439 | ) |
Warrant liabilities at June 30, 2022 | |
$ | 1,032,600 | | |
$ | 808,300 | | |
$ | 1,840,900 | |
Change
in Fair Value | |
| (103,260 | ) | |
| (205,184 | ) | |
| (308,445 | ) |
Warrant liabilities
at September 30, 2022 | |
$ | 929,340 | | |
$ | 603,117 | | |
$ | 1,532,455 | |
The Company
utilized a binomial Monte-Carlo simulation to estimate the fair value of the public warrants at each reporting period for its
warrants that are not actively traded. Inherent in a Monte Carlo simulation are assumptions related to expected share-price
volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based
on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common
stock 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 is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which
the Company anticipates remaining at zero.
The estimated
fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a modified Black-Scholes model are
assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company
estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical
volatility of select peer company’s common stock 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 is assumed to be equivalent to their remaining contractual term. The dividend
rate is based on the historical rate, which the Company anticipates remaining at zero.
The key
inputs into the modified Black-Scholes model were as follows:
Schedule of quantitative information regarding Level 3 fair value measurements inputs
| |
September
30, 2023 | | |
December
31, 2022 | |
Risk-free interest rate | |
| 4.50 | % | |
| 3.91 | % |
Expected term (years) | |
| 5.09 | | |
| 5.42 | |
Expected volatility | |
| 8.1 | % | |
| 5.30 | % |
Stock price | |
$ | 11.02 | | |
$ | 10.54 | |
Strike price | |
$ | 11.50 | | |
$ | 11.50 | |
Dividend yield | |
| 0 | % | |
| 0 | % |
Probability of business combination | |
| 1.50 | % | |
| 3.00 | % |
Note
9 — Commitments and Contingencies
Registration
Rights
The holders
of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and
any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of
the working capital loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration
rights agreement signed prior to or on the Effective Date of the Initial Public Offering, requiring the Company to register such
securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders
of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company
registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to
registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require
the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses
incurred in connection with the filing of any such registration statements.
Underwriting
Agreement
The underwriter
had a 45-day option to purchase up to 1,500,000 additional Units to cover any over-allotments, if any, at the Initial Public Offering
price less the underwriting discounts and commissions. On June 17, 2021, the underwriter partially exercised the over-allotment
option and purchased an additional 326,000 Over-Allotment Units, generating an aggregate of gross proceeds of $3,260,000. On June
21, 2021, the underwriter forfeited the right to purchase the remaining 1,174,000 Units of the over-allotment option.
The underwriter
was entitled to an underwriting discount of $0.20 per Unit, or $2,065,200 in the aggregate (reflecting the partial exercise by
the underwriter of its over-allotment option), paid at the closing of the Initial Public Offering. Additionally, $3,614,100 in
the aggregate (reflecting the partial exercise by the underwriter of its over-allotment option), is payable to the underwriter
for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust
Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the Underwriting
Agreement dated May 27, 2021 (the “Underwriting Agreement”) by and between the Company and Maxim.
Amendment
of Underwriting Agreement
On December
15, 2021, in order to resolve certain issues and concerns that have arisen between Maxim and the Company, both parties agreed
to amend the Underwriting Agreement as follows: (i) the Company and Maxim mutually agreed that the rights of first refusal be
deleted and as if no further force and effect, and that Maxim shall have no right of first refusal to act as an underwriter in
any future financing event; (ii) as consideration for the waiver of the right of first refusal, if the Company consummates a business
combination, the Company shall remit to Maxim a one-time cash payment of $2,000,000 at the closing of such business combination
as a mergers and acquisition advisory fee; (iii) the Company and Maxim agreed that the over-allotment option has been limited
to 326,000 Units and that the over-allotment option has terminated as of June 22, 2021; and (iv) the Company and Maxim agreed
that the Company shall not be responsible for any additional reimbursements, out of pocket expenses, or disbursements of Maxim.
For the sake of clarity, all rights and obligations relating to underwriting fees (including but not limited to deferred underwriting
commissions) were not amended or affected by this amendment. The $2,000,000 is recorded as other long-term liabilities in the
accompanying unaudited condensed consolidated balance sheets dated September 30, 2023 and December 31, 2022, respectively.
Representative’s
Class A Common Stock
The Company
has issued to Maxim and/or its designees, 103,260 shares of Class A common stock upon the consummation of the Initial Public Offering
and the partial exercise of the underwriter’s over-allotment. Maxim has agreed not to transfer, assign or sell any such
shares until the completion of the initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights
with respect to such shares in connection with the completion of the initial Business Combination, and (ii) to waive its rights
to liquidating distributions from the Trust Account with respect to such shares if we fail to complete the initial Business Combination
within 12 months, or up to 18 months if the Company uses the one time option to extend the period of time to consummate a Business
Combination from the closing of the Initial Public Offering.
The shares
have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the
commencement of sales of the offering pursuant to Rule 5110I(1) of FINRA’s Rules. Pursuant to FINRA Rule 5110the(1), these
securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic
disposition of the securities by any person for a period of 180 days immediately following the Effective Date of the registration
statement of which the prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period
of 180 days immediately following the commencement of sales of the offering except as permitted by FINRA Rule 5110(e)(2).
Right
of First Refusal
On May 27,
2021, subject to certain conditions, the Company granted Maxim, for a period beginning on the closing of the offering and ending
12 months after the date of the consummation of a business combination, a right of first refusal to act as lead left book-running
managing underwriter with at least 75% of the economics; or, in the case of a three-handed deal 50% of the economics, for any
and all future public and private equity, convertible and debt offerings for the Company or any of the Company’s successors
or subsidiaries. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than
three years from the commencement of sales of the Initial Public Offering.
Captura
Merger Agreement
On August
10, 2022, the Company, Merger Sub 1, Original Sponsor, Captura and Geranen entered into the Captura Merger Agreement. Pursuant
to the Captura Merger Agreement, upon the closing of the business combination, the parties would effect the merger of Merger Sub
1 with and into the Captura, with the Captura continuing as the surviving entity, as a result of which all of the issued and outstanding
capital stock of the Captura shall be exchanged shares of the Class A common stock of the Company upon the terms set forth in
the Captura Merger Agreement.
On October
13, 2022, the parties to the Captura Merger Agreement mutually terminated the Captura Merger Agreement pursuant to Section 8.1(a)
of the Captura Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as a result
of the mutual decision to terminate the Captura Merger Agreement.
Majic
Merger Agreement
On November
15, 2022, the Company entered into the Majic Merger Agreement with Merger Sub 1, Merger Sub 2, ), the Original Sponsor in the
capacity as the representative for the stockholders of the Company, Majic, and Jeffrey H. Coats, an individual, in the capacity
as the representative for the Majic stockholders.
On February
3, 2023, the parties to the Majic Merger Agreement mutually terminated the Majic Merger Agreement pursuant to Section 8.1(a) of
the Majic Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as a result of
the mutual decision to terminate the Majic Merger Agreement.
Purchase
Agreement
On March
13, 2023, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with the Original Sponsor and Sponsor
pursuant to which Sponsor, or an entity designated by the Sponsor, will purchase from the Original Sponsor 2,581,500 shares of
Class B common stock of the Company, par value $0.0001 per share and 5,869,880 Private Placement Warrants, each of which is exercisable
to purchase one share of Class A common stock of the Company, par value $0.0001 per share, for an aggregate purchase price of
$1.00 (the “Purchase Price”) payable at the time the Company effects a merger, share exchange, asset acquisition,
share exchange, asset acquisition, share purchase, recapitalization, reorganization, or business combination.
Pursuant
to the Purchase Agreement, the Sponsor has replaced the Company’s current directors and officers with directors and officers
of the Company selected in the Sponsor’s sole discretion. Joseph Adir, Michael Payne, Eric Blair, and Mitchell Gordon resigned
as directors of the Company, and Joseph Adir, Charles Baumgartner, Ofer Oz, and Ken Hickling resigned as officers of the Company.
Michael Peterson, Donald Fell, Venkatesh Srinivasan, and Siva Saravanan were appointed as directors of the Company. Suren Ajjarapu
was appointed Chief Executive Officer and Chairman of the Company, and Francis Knuettel II was appointed as the Company’s
Chief Financial Officer.
Upon the
closing of the Business Combination, Sponsor shall also convey (i) 250,000 (two hundred and fifty thousand) shares of Class B
common stock to the equityholders of the Original Sponsor, as of the effective date (the “Original Sponsor Equityholders”),
pro rata based on the Original Sponsor Equityholders’ underlying interest in the Company’s Class B common stock, and
(ii) 250,000 (two hundred and fifty thousand) Private Placement Warrants to the Original Sponsor Equityholders, pro rata based
on the Original Sponsor Equityholders’ underlying interest in the Company’s Private Placement Warrants as of the effective
date.
The Purchase
Agreement and change in Company directors and officers are further described in the Form 8-K, filed by the Company on March 13,
2023.
Regentis
Merger Agreement
On May 2,
2023, the Company, Merger Sub, and Regentis, entered into the Merger Agreement, pursuant to which, among other things, Merger
Sub will merge with and into Regentis, with Regentis continuing as the surviving entity after the Merger, as a result of which
Regentis will become a direct, wholly-owned subsidiary of the Company.
Subscription
Agreement
On May 23,
2023, the Company, the Investor, and Sponsor, entered into a Subscription Agreement, pursuant to which, the Sponsor was seeking
to raise the Initial Capital Contribution which will in turn be utilized by the Company to cover working capital expenses. In
consideration for the Initial Capital Contribution, the Company or Sponsor will issue 500,000 shares of Class A Company Stock
(as loan grant shares issuable to a third party in relation to such working capital bridge loan) to the Investor at the close
of the business combination as Subscription Shares at a rate of one Class A common stock for each $1.00 of Initial Capital Contribution,
or the Investor may elect to receive payments in cash. The Subscription Shares, if issued, shall be subject to no transfer restrictions
or any other lock-up provisions, earn outs, or other contingencies.
Note 10 — Stockholders’
Deficit
Preferred
Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share.
As of September 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.
Class A
common stock— The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value
of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of September 30, 2023 and
December 31, 2022, there were 2,684,760 and 103,260 shares of Class A common stock issued or outstanding, excluding 812,715
and 1,848,503 shares of Class A common stock subject to possible redemption classified as temporary equity, respectively.
Class B
common stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value
of $0.0001 per share. Holders of the Class B common stock are entitled to one vote for each share of common stock. On September
30, 2023 and December 31, 2022, there were no shares and 2,581,500 shares of Class B common stock issued and outstanding, respectively.
On June 17, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 326,000 Over-Allotment
Units. On June 21, 2021, the underwriter forfeited the right to purchase the remaining Units of the over-allotment option, and
hence 293,500 shares of Class B common stock were subsequently forfeited.
The Company’s
initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (i)
year after the date of the consummation of the initial Business Combination or (ii) the date on which the Company consummates
a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to
exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject
to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Notwithstanding
the foregoing, if the closing price of the shares of Class A common stock equals or exceeds $ per share (as adjusted for
stock splits, stock dividends, reorganizations, recapitalizations and the like) for any trading days within any -trading
day period commencing days after the initial Business Combination, the Founder Shares will no longer be subject to the lock-up
provisions.
The shares
of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business
Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations
and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common
stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the prospectus and related
to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into
shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B
common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares
of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate,
on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of
the Initial Public Offering (not including the shares of Class A common stock issuable to Maxim) plus all shares of Class A
common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding
any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private
placement-equivalent units issued to the Sponsor, its affiliates or certain of the Company’s officers and directors upon
conversion of Working Capital Loans made to the Company).
Holders
of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted
to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote.
Note
11 — Subsequent Events
The Company
evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial
statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment
or disclosure in the condensed financial statements, except as noted below.
Promissory
Note
On October
24, 2023, the Company or Sponsor entered into a promissory note with Investor, pursuant to which the Investor agreed to provide
a $250,000 loan to the Company or Sponsor. In consideration of the Initial Capital Contribution, the Company or Sponsor will,
upon the closing of the initial business combination, assign and transfer, or cause the assignment and transfer, to Investor Subscription
Shares at a rate of one Class A common stock for each $1.00 of Initial Capital Contribution, or the Investor may elect to receive
payments in cash. The Subscription Shares, if issued, shall be subject to no transfer restrictions or any other lock-up provisions,
earn outs, or other contingencies. The Initial Capital Contribution shall not accrue interest and shall be repaid by the Company,
upon the closing of the initial business combination. The Company or Sponsor will pay to the Investor all repayments Sponsor or
the Company has received within 5 business days of the closing of the initial business combination.
Nasdaq
Compliance
After the
Hearing with Nasdaq, the Company provided a chart listing each of the initial listing requirements and noted how it planned to
meet each requirement, as requested by Nasdaq at the Hearing.
On October
9, 2023, the Company received a letter from Nasdaq stating that the Panel granted OTEC’s request for an exception until
January 2, 2024, subject to the following:
|
(1) |
On
or before October 20, 2023, OTEC shall demonstrate compliance with MVLS Requirement, and |
| (2) | On
or before January 2, 2024, OTEC shall complete the Business Combination, and establish
compliance with Listing Rule 5505. |
On October
10, 2023, the Company further demonstrated compliance with the MVLS Requirement.
On October
12, 2023, the Company received a letter from Nasdaq stating that the Company regained compliance under the MVLS Requirement. As
such, this deficiency has been cured and the Company is in compliance with Nasdaq’s MVLS Requirement.
The Company
anticipates completing the Business Combination pursuant to the Merger Agreement with Regentis and Merger Sub by the end of 2023,
and upon such completion, expects to establish compliance with the Public Holder Requirement. The Company does not anticipate
that its business operations will be affected and fully intends to regain compliance with the Public Holder Requirement. The Company
will monitor its Nasdaq listing and evaluate its available options to regain compliance with Nasdaq.
Extension
Payment to Trust Account
On October
27, 2023, the Company deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders,
allowing the Company to extend the period of time it has to consummate its initial business combination by one month from November
2, 2023 to December 2, 2023, as the sixth of twelve 1-month extensions permitted under the Company’s governing documents.
Amendment
No. 2 to Form S-4
On November 3, 2023, the Company filed Amendment No. 2 to the initial Form S-4 filed on July 10, 2023.
Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of Operations
All of the
defined terms above in Item 1 are incorporated herein by reference. The following discussion and analysis of the Company’s
financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial
statements and the notes thereto contained elsewhere in this 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 on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). We have based these forward-looking statements on our current expectations and projections about future events. These
forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual
results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as “may,” “should,” “could,” “would,” “expect,”
“plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative
of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and
the financing thereof, and related matters, as well as all other statements other than statements of historical fact included
in this Form 10-Q. Our securities filings can be accessed on the EDGAR section of the U.S. Securities and Exchange Commission’s
(the “SEC’s”) website at www.sec.gov. Except as expressly required by applicable securities law, we disclaim
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 in Delaware on February 3, 2021, for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We are an emerging
growth company and, as such, are subject to all the risks associated with emerging growth companies.
Our Original
Sponsor was OceanTech Acquisitions I Sponsors LLC, a Delaware limited liability company. The registration statement for the Initial
Public Offering was declared effective on May 27, 2021. On June 2, 2021, we consummated our Initial Public Offering of 10,000,000
Units, at $10.00 per Unit, generating gross proceeds of $100 million, and incurring offering costs (inclusive of the partial exercise
of the underwriter’s over-allotment option on June 17, 2021) of approximately $7.4 million, inclusive of $2.1 million of
underwriting discount and $3.6 million in deferred underwriting commissions. The underwriter was granted a 45-day option from
the date of the final prospectus relating to the Initial Public Offering to purchase up to 1,500,000 additional Over-Allotment
Units to cover over-allotments, if any, at $10.00 per Unit. On June 17, 2021, the underwriter partially exercised their over-allotment
option to purchase an additional 326,000 Over-Allotment Units, generating an aggregate of gross proceeds of $3,260,000, and incurred
$65,200 in cash underwriting fees. The underwriter waived its right to exercise the remaining over-allotment option on June 21,
2021.
Simultaneously
with the closing of the Initial Public Offering, we consummated the Private Placement of 4,571,000 Private Placement Warrants,
of which 3,871,000 Private Placement Warrants were purchased by our Original Sponsor and 700,000 Private Placement Warrants were
purchased by Maxim, each exercisable to purchase one share of Common Stock at $11.50 per share, at a price of $1.00 per Private
Placement Warrant, generating gross proceeds to us of $4.6 million.
In connection
with the partial exercise of the underwriter’s over-allotment option, we sold an additional 97,800 Private Placement Warrants,
of which 74,980 Private Placement Warrants were purchased by our Original Sponsor and 22,820 Private Placement Warrants were purchased
by Maxim, at a price of $1.00 per Private Placement Warrant, generating additional gross proceeds of $0.1 million.
Upon the
closing of the Initial Public Offering and the Private Placement (including the additional Units and additional Private Placement
Warrants sold in connection with the partial exercise of the underwriter’s over-allotment option), $104,292,600 ($10.10
per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in
the Trust Account.
If we are
unable to complete an initial business combination by June 2, 2024, we will (i) cease all operations except for the purpose of
winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the shares of Common
Stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account (less up to $100,000 of interest to pay dissolution expenses), divided by the number
of then outstanding shares of Common Stock, which redemption will completely extinguish Public Stockholders’ rights as stockholders
(including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject
in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law.
On June
2, 2022, the Company caused to be deposited $1,548,900 into the Company’s Trust Account for its public stockholders, representing
$0.15 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination
by six months from June 2, 2022, to December 2, 2022. The extension was permitted under the Company’s governing documents.
As noted below, other extensions have since been exercised. We now identify a significant risk of liquidation of us as of the
June 2, 2024 deadline as per our prospectus to consummate a business combination.
On August
10, 2022, we, Merger Sub 1, and our Original Sponsor entered into the Captura Merger Agreement with Captura and Geranen. Pursuant
to the Captura Merger Agreement, upon the closing of the business combination, we would effect the merger of Merger Sub 1 with
and into Captura, with Captura continuing as the surviving entity, as a result of which all of the issued and outstanding capital
stock of Captura would be exchanged for shares of the Class A common stock of the Company upon the terms set forth as follows:
Captura’s shareholders collectively would be entitled to receive from the Company, in the aggregate, a number of Company’s
securities with an aggregate value equal to (a) $200,000,000 minus (b) the amount, if any, by which the Captura’s net working
capital amount exceeds the net working capital amount (but not less than zero), minus (c) the amount of Closing Net Indebtedness
(as defined in the Captura Merger Agreement) minus (d) the amount of any transaction expenses, provided that the merger consideration
otherwise payable to the Captura’s shareholders is subject to adjustment after the closing in accordance with the terms
of the Captura Merger Agreement.
The obligations
of the parties to consummate the business combination was subject to the satisfaction or waiver of certain customary closing conditions
of the respective parties, including, without limitation: (a) the representations and warranties of the respective parties being
true and correct subject to the materiality standards contained in the Captura Merger Agreement; (b) material compliance by the
parties of their respective pre-closing covenants and agreements, subject to the standards contained in the Captura Merger Agreement;
(c) the approval by the Company’s stockholders of the business combination; (d) the approval by Captura’s stockholders
of the business combination; (e) the absence of any Material Adverse Effect (as defined in the Captura Merger Agreement) with
respect to the Company or with respect to Captura since the effective date of the Captura Merger Agreement that is continuing
and uncured; (f) the election of the members of the post-closing board consistent with the provisions of the Captura Merger Agreement,
a majority of which are to be independent in accordance with the Nasdaq rules; (g) the Company having at least $5,000,001 in tangible
net assets upon the closing; (h) the entry into certain ancillary agreements as of the closing; (i) the lack of any notice or
communication from, or position of, the SEC requiring the Company to amend or supplement the prospectus and proxy statement; and
(j) the receipt of certain closing deliverables.
On October
13, 2022, parties to the Captura Merger Agreement mutually terminated it pursuant to Section 8.1(a) of the Captura Merger Agreement,
effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate
the Captura Merger Agreement.
On November
15, 2022, we, Merger Sub 1, and our Original Sponsor entered into the Majic Merger Agreement with a second target, Majic, and
Merger Sub 2. Pursuant to the Majic Merger Agreement, subject to the terms and conditions set forth therein, upon the closing
of the business combination, we would effect the merger of Merger Sub 1 with and into Majic, with Majic continuing as the surviving
entity and a wholly-owned subsidiary of the Company as the first merger, and immediately following the first merger, effect the
merger of Majic, as the surviving entity of the first merger, with and into Merger Sub 2, with Merger Sub 2 continuing as the
surviving entity of the Second Merger. As a result of such mergers, all of the issued and outstanding capital stock of Majic would
be exchanged for shares of Class A common stock of the Company upon the terms set forth as follows: Majic’s shareholders
collectively would be entitled to receive from the Company, in the aggregate, (a) twenty million (20,000,000) shares of Company
Class A common stock as the closing merger consideration, subject to certain adjustments in the event that, during the period
after signing before the Closing, Majic issued equity or other securities for interim financing purposes; and (b) subject to certain
adjustments, terms and conditions set forth in the Majic Merger Agreement, for Majic’s stockholders other than the holders
of such interim financing shares, up to twenty million (20,000,000) shares of the Company Class A common stock as stockholder
earnout merger consideration. In addition, subject to certain adjustments, terms and conditions set forth in the Majic Merger
Agreement, (1) after closing, certain management members of Majic would be entitled to receive from the Company sixteen million
(16,000,000) shares of the Company Class A common stock, subject to the addition of bonus shares if the financial metrics of the
post-merger company exceed such financial target by 20%; and (2) after closing, the Original Sponsor would be entitled to four
million (4,000,000) shares of the Company Class A common stock. Such earnout consideration was subject to certain proration and
catch-up earnout provisions.
The obligations
of the parties to consummate the business combination was subject to the satisfaction or waiver of certain customary closing conditions
of the respective parties, including, without limitation: (a) the representations and warranties of the respective parties being
true and correct subject to the materiality standards contained in the Majic Merger Agreement; (b) material compliance by the
parties of their respective pre-closing covenants and agreements, subject to the standards contained in the Merger Agreement;
(c) the approval by the Company’s stockholders of the business combination; (d) the approval by Majic’s stockholders
of the business combination; (e) the absence of any Material Adverse Effect (as defined in the Majic Merger Agreement) with respect
to the Company or with respect to Majic since the effective date of the Majic Merger Agreement that is continuing and uncured;
(f) the election of the members of the post-closing board consistent with the provisions of the Majic Merger Agreement, a majority
of which are to be independent in accordance with the Nasdaq rules; (g) the Company having at least $5,000,001 in tangible net
assets upon the Closing; (h) the entry into certain ancillary agreements as of the closing; (i) the lack of any notice or communication
from, or position of, the SEC requiring the Company to amend or supplement the prospectus and proxy statement; (j) the shares
of Company Class A common stock issued as merger consideration being approved for listing on Nasdaq; the receipt of certain closing
deliverables; (k) evidence that Majic has terminated, extinguished and cancelled in fully any outstanding Majic’s convertible
securities or commitments; and (l) the Company having cash and cash equivalents, after giving effect to any stockholder redemptions,
proceeds from any PIPE investment, and net of the Company’s expenses, of at least $50,000,000.
On February
3, 2023, the parties to the Majic Merger Agreement mutually terminated it pursuant to Section 8.1(a) of the Majic Merger Agreement,
effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate
the Majic Merger Agreement. On November 29, 2022, we held a special meeting of stockholders of the Company. At such special meeting,
the Company’s stockholders approved an amendment to the charter to extend the date by which the Company must consummate
its initial business combination from December 2, 2022 to June 2, 2023, subject to the approval of the Board of Directors of the
Company, provided our Original Sponsor or its designees deposit into the Trust Account an amount equal to $0.067 per share for
each public share or $125,000, prior to the commencement of each extension period. In connection with the extension stockholders
holding 8,477,497 shares of common stock exercised their right to redeem their shares for a pro rata portion of the funds in the
Trust Account. As a result, approximately $87,541,322 (approximately $10.32 per share) was removed from the Trust Account to pay
such holders, leaving $19,088,228 post redemption.
On December
1, 2022, the Company caused to be deposited $125,000 into or Trust Account for its public stockholders, representing $0.067 per
public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month
from December 2, 2022 to January 2, 2023.
On December
30, 2022, the Company caused to be deposited $125,000 into our Trust Account for its public stockholders, representing $0.067
per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one
month from January 2, 2023, to February 2, 2023.
On February
2, 2023, the Company caused to be deposited $125,000 into its Trust Account for its public stockholders, representing $0.067 per
public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month
from February 2, 2023, to March 2, 2023.
On March
2, 2023, the Company caused to be deposited $125,000 into its Trust Account for its public stockholders, representing $0.067 per
public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month
from March 2, 2023, to April 2, 2023.
On March
13, 2023, the Company’s sponsor changed from the Original Sponsor to Sponsor when Aspire agreed to acquire all of the 2,581,500
shares of Class B common stock and 5,869,880 Private Placement Warrants from the Original Sponsor upon the closing of an initial
business combination.
On March
31, 2023, the Company caused to be deposited $125,000 into its Trust Account for its public stockholders, representing $0.067
per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one
month from April 2, 2023, to May 2, 2023.
On May 2,
2023, the Company, Merger Sub, and Regentis entered into the Merger Agreement, pursuant to which, among other things, Merger Sub
will merge with and into Regentis, with Regentis continuing as the surviving entity after the Merger, as a result of which Regentis
will become a direct, wholly-owned subsidiary of the Company.
On May 2,
2023, the Company caused to be deposited $125,000 into its Trust Account for its public stockholders, representing $0.067 per
public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month
from May 2, 2023, to June 2, 2023.
On May 18,
2023, the Company and Sponsor, announced that, the Company entered into an unsecured, interest-free promissory note in favor of
the Sponsor, pursuant to which the Sponsor will loan the Company $30,000 per month for up to 12, 1-month extensions, up to an
aggregate of $360,000. (See below regarding the current extensions exercised.)
On May 30,
2023, the Company held a virtual special meeting of its stockholders, pursuant to due notice in that certain Proxy Statement on
Schedule 14(a) filed May 10, 2023 (as amended, the “Extension Proxy”). At the special meeting, the Company stockholders
approved the Extension Amendment Proposal, and the Company promptly filed the amended charter following the stockholders’
approval of the Extension Amendment Proposal. Pursuant to the amended charter, the Company has the right to extend beyond the
Original Termination Date by up to 12, 1-month extensions through the Outside Date of June 2, 2024, the Outside Date, the date
by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or
similar business combination involving the Company and one or more businesses, (ii) cease its operations if it fails to complete
a business combination, and (iii) unless the closing of the Company’s initial business combination shall have occurred,
redeem or repurchase 100% of the Company’s Class A common stock included as part of the units sold in the Initial Public
Offering. In connection with each Extension, the Company or the Sponsor (or its affiliates or permitted designees) is required
to deposit into the Trust Account the Extension Payments, and the Sponsor made a non-interest bearing, unsecured loan to the Company
in the aggregate of $360,000 for payment of the Extension Payments.
Additionally,
at such special meeting, the stockholders of the Company approved the Trust Amendment Proposal. Upon approval of the Extension
Amendment Proposal and the Trust Amendment Proposal by the Company’s stockholders, the Company and the Trustee of the Trust
Account promptly entered into an amendment to the trust agreement to extend the termination date for an additional twelve months,
until June 2, 2024.
In connection
with the voting on the Extension Amendment Proposal and the Trust Amendment Proposal at the special meeting, Redeeming Stockholders
exercised the right to redeem their shares. On June 2, 2023, the Company made cash payments to the Redeeming Stockholders totaling
$11,233,821, representing approximately $10.84 per share. Following such payments to the Redeeming Stockholders, the Company’s
Trust Account had a balance of approximately $8,814,443. The Company’s remaining shares of Class A common stock outstanding
were 812,715.
On June
1, 2023, the Company caused to be deposited $30,000, representing $0.037 per public share, into its Trust Account for its public
stockholders, allowing the Company to extend the period of time it has to consummate its initial business combination by one month
from June 2, 2023 to July 2, 2023, as the first of twelve 1-month extensions permitted under the Company’s governing documents.
On June
27, 2023, the Company caused to be deposited $30,000, representing $0.037 per public share, into its Trust Account for its public
stockholders, allowing the Company to extend the period of time it has to consummate its initial business combination by one month
from July 2, 2023 to August 2, 2023, as the second of twelve, 1-month extensions permitted under the Company’s governing
documents.
On July
7, 2023, the Company and Regentis executed Amendment No. 1 to the Merger Agreement to increase the merger consideration to $96
million from $95 million to account, in part, for the issuance of Regentis ordinary shares to Maxim pre-closing for the fee to
which it would be entitled upon consummation of the business combination.
On July
10, 2023, the Company filed the initial Form S-4 with the SEC.
On July
25, 2023, the Company received the Delisting Letter from Nasdaq that the Company had not regained compliance within 180 calendar
days (or until July 24, 2023) in accordance with the MVLS Requirement .
On July
27, 2023, the Company filed a Current Report on Form 8-K stating that the Company fully intends to appeal such determination by
requesting the Hearing to the Panel, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series to stay the suspension
of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision, and on such date the Company
requested the Hearing, and wired the $20,000 fee to Nasdaq for the hearing, prior to 4:00 p.m. Eastern Time on August 1, 2023,
as required in the Delisting Letter. The Hearing with the Panel was then scheduled for September 21, 2023.
On July
28, 2023, the Company deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders,
allowing the Company to extend the period of time it has to consummate its initial business combination by one month from August
2, 2023 to September 2, 2023, as the third of twelve, 1-month extension permitted under the Company’s governing documents.
On July 31, 2023, the Company filed the Current Report on Form 8-K disclosing the same.
On August
8, 2023, the Company filed a Preliminary Proxy Statement on Schedule 14(a) with the SEC for stockholders to approve the Founder
Share Amendment Proposal to amend the Existing OTEC Charter to provide for the right of the holders of Class B common stock, par
value $0.0001 per share, to convert such shares of Class B common stock into shares of Class A common stock, par value $0.0001
per share, on a one-to-one basis at the election of such holders, rather than upon the closing of an initial business combination. The
Company then filed the Proxy Statement with the SEC, providing notice of a special meeting of stockholders to be held on September
5, 2023 to propose to amend the Existing OTEC Charter in accordance with the Founder Share Amendment Proposal, in order
to authorize the Company to regain compliance with the MVLS Requirement.
On August
31, 2023, the Company deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders,
allowing the Company to extend the period of time it has to consummate its initial business combination by one month from September
2, 2023 to October 2, 2023, as the fourth of twelve 1-month extensions permitted under the Company’s governing documents.
On September
5, 2023, the Company held a virtual special meeting of its stockholders following the notice provided by the Proxy Statement to
amend the Existing OTEC Charter for the Founder Share Amendment Proposal in order to authorize the Company to regain compliance
with Nasdaq . Following approval of the Founder Share Amendment Proposal by the Company’s stockholders, the Company
promptly adopted and filed the related amendment to the Existing OTEC Charter with the Secretary of State of the State of Delaware.
Effective as of September 5, 2023, the conversion of the Class B common stock to Class A common stock, resulted in the Company’s
market value of securities increasing approximately $28,706,280 in addition to the Company’s then-current market value of
securities being approximately $10,185,642, based on calculations utilizing the Company’s common stock closing price of
$11.12 per share on August 28, 2023 to total approximately $38,891,922, above the required $35 million. The following ten consecutive
business days after September 5, 2023, ended ahead of the Hearing.
On September
12, 2023, the Company filed Amendment No. 1 to the initial Form S-4 filed on July 10, 2023.
As previously
disclosed in a Form 8-K filed September 14, 2023, on September 13, 2023, the Company received the Notification Letter from Nasdaq
stating that the Company currently does not meet the Public Holder Requirement and further stated that Nasdaq’s Panel would
consider this matter in rendering a determination regarding the Company’s continued listing on Nasdaq at the Hearing already
scheduled.
On September
21, 2023, the Company attended the Hearing to discuss the Delisting Letter and Notification Letter with the Panel. At the Hearing,
the Company discussed its anticipated compliance with the Public Holder Requirement upon the closing of the Business Combination
pursuant to the Merger Agreement with Regentis and the Merger Sub. The results of the Hearing are further discussed below under
“Subsequent Events”.
On September
27, 2023, the Company deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders,
allowing the Company to extend the period of time it has to consummate its initial business combination by one month from October
2, 2023 to November 2, 2023, as the fifth of twelve 1-month extensions permitted under the Company’s governing documents.
Subsequent
Events
The Company
evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial
statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment
or disclosure in the condensed financial statements, except as noted below.
Promissory
Note
On October
24, 2023, the Company or Sponsor entered into a promissory note with Investor, pursuant to which the Investor agreed to provide
a $250,000 loan to the Company or Sponsor. In consideration of the Initial Capital Contribution, the Company or Sponsor will,
upon the closing of the initial business combination, assign and transfer, or cause the assignment and transfer, to Investor Subscription
Shares at a rate of one Class A common stock for each $1.00 of Initial Capital Contribution, or the Investor may elect to receive
payments in cash. The Subscription Shares, if issued, shall be subject to no transfer restrictions or any other lock-up provisions,
earn outs, or other contingencies. The Initial Capital Contribution shall not accrue interest and shall be repaid by the Company,
upon the closing of the initial business combination. The Company or Sponsor will pay to the Investor all repayments Sponsor or
the Company has received within 5 business days of the closing of the initial business combination.
Nasdaq
Compliance
After the
Hearing with Nasdaq, the Company provided a chart listing each of the initial listing requirements and noted how it planned to
meet each requirement, as requested by Nasdaq at the Hearing.
On October
9, 2023, the Company received a letter from Nasdaq stating that the Panel granted OTEC’s request for an exception until
January 2, 2024, subject to the following:
|
(1) |
On
or before October 20, 2023, OTEC shall demonstrate compliance with MVLS Requirement, and |
| (2) | On or before January 2,
2024, OTEC shall complete the Business Combination, and establish compliance with Listing Rule 5505. |
On October
10, 2023, the Company further demonstrated compliance with the MVLS Requirement.
On October
12, 2023, the Company received a letter from Nasdaq stating that the Company regained compliance under the MVLS Requirement. As
such, this deficiency has been cured and the Company is in compliance with Nasdaq’s MVLS Requirement.
The Company
anticipates completing the Business Combination pursuant to the Merger Agreement with Regentis and Merger Sub by the end of 2023,
and upon such completion, expects to establish compliance with the Public Holder Requirement. The Company does not anticipate
that its business operations will be affected and fully intends to regain compliance with the Public Holder Requirement. The Company
will monitor its Nasdaq listing and evaluate its available options to regain compliance with Nasdaq.
Extension
Payment to Trust Account
On October
27, 2023, the Company deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders,
allowing the Company to extend the period of time it has to consummate its initial business combination by one month from November
2, 2023 to December 2, 2023, as the sixth of twelve 1-month extensions permitted under the Company’s governing documents.
Amendment
No. 2 to Form S-4
On November 3, 2023, the Company filed Amendment No. 2 to the initial Form S-4 filed on July 10, 2023.
Results
of Operations
Our entire
activity since inception was in preparation for our Initial Public Offering, and since our Initial Public Offering, our activity
has been limited to the search for a prospective initial business combination. We will not generate any operating revenues until
the closing and completion of the Business Combination, at the earliest.
For the
three months ended September 30, 2023, we had net loss of $403,562, largely driven by the formation and operating costs of $616,315,
provision for income taxes of $43,011 and interest expense of $26,253, offset by interest income of $116,580 and change in fair
value of warrant liabilities of $165,437.
For the
three months ended September 30, 2022, we had net income of $4,088, largely driven by change in fair value of warrant liability
of $308,445 and interest income of $354,619 offset by $658,976 in formation and operating costs.
For the
nine months ended September 30, 2023, we had net loss of $1,993,333, largely driven by the formation and operating costs of $2,089,023,
finance costs related to transfer of Original Sponsor shares to Aspire of $464,670, provision for income taxes of $81,823 and
interest expense of $39,857, offset by interest income of $516,603 and change in fair value of warrant liability of $165,437.
For the
nine months ended September 30, 2022, we had net income of $1,219,437, largely driven by change in fair value of warrant liability
of $5,798,246 and interest income of $433,795 offset by $1,412,604 in formation and operating costs and $3,600,000 of Extension
Offering costs allocated to warrants.
Liquidity
and Going Concern
On September
30, 2023, we had cash of $74,916 and a working capital deficit of $4,873,521.
Our liquidity
needs up to September 30, 2023 were satisfied through the proceeds of $25,000 from the sale of the Founder Shares (see Note 5),
loans from related party and outside investors totaling $1,375,996 and $323,039 as of September 30, 2023 and December 31, 2022,
respectively, and from the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside
of the trust account Trust Account.
As of September 30, 2023, we had cash in
the Trust Account of $9,167,017. 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 deferred underwriting commissions) to complete the Business Combination.
We may withdraw interest to pay taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration
to complete the Business Combination.
Until the
consummation of the Business Combination, we will be using the funds not held in the Trust Account for identifying and evaluating
prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures,
selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. We will need
to raise additional capital through loans or additional investments from Sponsor, stockholders, officers, directors, or third
parties. Our Sponsor, officers and directors may, but are not obligated to, loan our funds from time to time or at any time, in
whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able
to obtain additional financing. If we are unable to raise additional capital, it may be required to take additional measures to
conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a
potential transaction, and reducing overhead expenses.
In connection
with the Company’s assessment of going concern considerations in accordance with the FASB ASC Topic 205-40, Presentation
of Financial Statements—Going Concern, the Company has until June 2, 2024 (with extensions), 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 is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the
Company. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company through
one year from the issuance of these consolidated financial statements. Management has determined that the liquidity condition
and mandatory liquidation, should an initial business combination not occur, and potential subsequent dissolution raises substantial
doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial
statements. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate
after June 2, 2024. The Company’s sponsor, officers and directors 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.
Off-Balance
Sheet Financing Arrangements
We have
no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2023. We do
not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred
to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.
We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any
debt or commitments of other entities, or purchased any non-financial assets.
Contractual
Obligations
Registration
Rights
The holders
of Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of Working Capital Loans, if any
(and any shares of Common Stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon
conversion of Working Capital Loans and upon conversion of the Founder Shares), are entitled to certain registration rights pursuant
to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration
rights. We will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting
Agreement and Amendment
The underwriter
was entitled to an underwriting discount of $0.20 per Unit, or $2,065,200 in the aggregate (reflecting the partial exercise by
the underwriter of its over-allotment option), paid at the closing of the Initial Public Offering. $3,614,100 in the aggregate
(reflecting the partial exercise by the underwriter of its over-allotment option), will be payable to the underwriter for deferred
underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely
in the event that we complete an initial business combination, subject to the terms of the Underwriting Agreement.
On December
15, 2021, in order to resolve certain issues and concerns that have arisen between Maxim and the Company, both parties have agreed
to amend the Underwriting Agreement as follows: (i) The Company and Maxim mutually agreed that the rights of first refusal be
deleted and as if no further force and effect, and that Maxim shall have no right of first refusal to act as an underwriter in
any future financing event; (ii) as consideration for the waiver of the right of first refusal, if the Company consummates a business
combination, the Company shall remit to Maxim a one-time cash payment of $2,000,000 at the closing of such business combination
as a mergers and acquisition advisory fee; (iii) the Company and Maxim agreed that the over-allotment option has been limited
to 326,000 Units and that the over-allotment option has terminated as of June 22, 2021; and (iv) the Company and Maxim agreed
that the Company shall not be responsible for any additional reimbursements, out of pocket expenses, or disbursements of Maxim.
For the sake of clarity, all right and obligations relating to underwriting fees (including but not limited to deferred underwriting
commissions) were not amended or affected by this amendment. The $2,000,000 is recorded as other long-term liabilities in the
accompanying unaudited condensed consolidated balance sheets on September 30, 2023 and December 31, 2022.
Critical
Accounting Policies
The preparation
of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. We have identified
the following as our critical accounting policies:
Offering
Costs
Offering
costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering.
Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative
fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred,
presented as non-operating expenses in the unaudited condensed consolidated statements of operations. Offering costs associated
with the issuance of Class A common stock subject to possible redemption were charged to temporary equity upon the completion
of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation
is not reasonably expected to require the use of current assets or require the creation of current liabilities.
In connection
with the Extension payment on June 2, 2022, the Original Sponsor transferred 1,200,000 of previously issued Class B common stock
from the Founder Shares to the investors who participated in the offering. The fair value of the Founder Shares was determined
to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and 5T. Accordingly, the offering cost was be allocated
to the only financial instruments issued, which were private placement warrants. Offering costs allocated to derivative warrant
liabilities are expensed as incurred in the statement of operations.
Net (Loss)
Income Per Common Stock
The Company
complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has
two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro
rata between the two classes of shares. Net (loss) income per common stock is calculated by dividing the net (loss) income by
the weighted average shares of common stock outstanding for the respective period.
The calculation
of diluted net (loss) income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering
and the Private Placement Warrants to purchase an aggregate of 16,543,700 shares for the three and nine months ended September
30, 2023 and 2022 of Class A common stock subject to possible redemption in the calculation of diluted (loss) income per share,
because they are contingent on future events and their inclusion would be anti-dilutive under the treasury stock method. As a
result, diluted net (loss) income per share is the same as basic net (loss) income per share for the three and nine months ended
September 30, 2023 and 2022. Remeasurement associated with the redeemable Class A common stock is excluded from earnings per share
as the redemption value approximates fair value.
JOBS
Act
The JOBS
Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify
as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements
based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised
accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which
adoption of such standards is required for non-emerging growth companies. As a result, the condensed consolidated financial statements
may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Additionally,
we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.
Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on
such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system
of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may
be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii)
comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s
report providing additional information about the audit and the condensed consolidated financial statements (auditor discussion
and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation
and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for
a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth
company,” whichever is earlier.
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.
Item 4. Controls and
Procedures
Evaluation
of Disclosure Controls and Procedures
Under
the supervision and with the participation of our management, including our chief executive officer and chief financial
officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the
fiscal quarter ended September 30, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.
Based upon that evaluation, our chief executive officer and chief financial officer have concluded that during the period
covered by this report, our disclosure controls and procedures were not effective due to the material weakness related to
disclosures and complex financial instruments as it relates to accounting for contingently redeemable Class A common stock
subject to possible redemption and the overdraw of Trust assets.
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 was
no change in our internal control over financial reporting that occurred during the quarter ended of September 30, 2023 covered
by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
Item 6. Exhibits.
Exhibit
Number |
|
Description |
1.1 |
|
Underwriting Agreement, dated May 27, 2021, by and between OceanTech Acquisitions I Corp. and Maxim Group LLC, as representatives of the several underwriters (incorporated by reference as Exhibit 1.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021). |
2.1 |
|
Agreement and Plan of Merger, dated as of May 2, 2023, by and among OceanTech Acquisitions I Corp., Regentis Biomaterials Ltd., and R.B. Merger Sub Ltd. (Incorporated by reference on the Company’s Current Form 8-K filed on May 8, 2023). |
2.2 |
|
Amendment No. 1 to Agreement and Plan of Merger, dated July 7, 2023, by and among OceanTech Acquisitions I Corp., R.B. Merger Sub Ltd. and Regentis Biomaterials Ltd. |
3.1 |
|
Amended and Restated Certificate of Incorporation of OceanTech Acquisitions I Corp. dated May 27, 2021 (incorporated by reference as Exhibit 3.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021). |
10.1 |
|
Investment Management Trust Agreement, dated May 27, 2021, by and between Continental Stock Transfer & Trust Company and OceanTech Acquisitions I Corp. (incorporated by reference as Exhibit 10.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021). |
10.2 |
|
Voting Agreement, dated as of May 2, 2023, by and among OceanTech Acquisitions I Corp., Regentis Biomaterials Ltd. and certain shareholders of Regentis party thereto. Incorporated by reference on the Company’s Current Form 8-K filed on May 8, 2023). |
10.3 |
|
Sponsor Support Agreement, dated as of May 2, 2023, by and among OceanTech Acquisitions I Corp., Regentis Biomaterials Ltd., Aspire Acquisition LLC and certain individuals party thereto. Incorporated by reference on the Company’s Current Form 8-K filed on May 8, 2023). |
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, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002. |
31.2* |
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002. |
32.1* |
|
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. |
32.2* |
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. |
101.INS |
|
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 (Embedded within the Inline XBRL document and included in Exhibit) |
* |
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, nor shall they be deemed incorporated by reference in any filing
under the Securities Act, except as shall be expressly set forth by specific reference in such filing. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized on this 17th day of November 2023.
|
OCEANTECH
ACQUISITIONS I CORP. |
|
|
|
|
By: |
/s/
Suren Ajjarapu |
|
Name: |
Suren
Ajjarapu |
|
Title: |
Chief
Executive Officer
(Principal Executive Officer) |
|
|
|
|
By: |
/s/
Francis Knuettel II |
|
Name: |
Francis
Knuettel II |
|
Title: |
Chief
Financial Officer
(Principal Financial Officer) |
Exhibit
31.1
CERTIFICATIONS
I,
Suren Ajjarapu, certify that:
|
1. |
I
have reviewed this Quarterly Report on Form 10-Q of OceanTech Acquisitions I Corp.; |
|
2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report; |
|
3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report; |
|
4. |
The
registrant’s other certifying officer 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, is made known to us by others within those entities, particularly
during the period in which this report is being prepared; |
|
b) |
Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles; |
|
c) |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based
on such evaluation; and |
|
d) |
Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and |
|
5. |
The
registrant’s other certifying officer 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 material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Date:
November 17, 2023
|
|
|
/s/
Suren Ajjarapu |
|
Suren
Ajjarapu |
|
Chief
Executive Officer |
|
(Principal
Executive Officer) |
Exhibit
31.2
CERTIFICATIONS
I,
Francis Knuettel II, certify that:
|
1. |
I
have reviewed this Quarterly Report on Form 10-Q of OceanTech Acquisitions I Corp.; |
|
2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report; |
|
3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report; |
|
4. |
The
registrant’s other certifying officer 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, is made known to us by others within those entities, particularly
during the period in which this report is being prepared; |
|
b) |
Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles; |
|
c) |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based
on such evaluation; and |
|
d) |
Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and |
|
5. |
The
registrant’s other certifying officer 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 material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Date:
November 17, 2023 |
|
|
|
|
|
|
By: |
/s/
Francis Knuettel II |
|
|
Francis
Knuettel II |
|
|
Chief
Financial Officer |
|
|
(Principal
Financial and Accounting Officer) |
Exhibit
32.1
CERTIFICATION
PURSUANT TO
18 U.S.C.
SECTION 1350,
AS ADDED
BY
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly
Report of OceanTech Acquisitions I Corp. (the “Company”) on Form 10-Q for the quarterly period ended September 30,
2023, as filed with the Securities and Exchange Commission (the “Report”), I, Suren Ajjarapu, Chief Executive Officers
of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that, to my
knowledge:
|
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 as of and for the period covered by the Report. |
Date:
November 17, 2023 |
|
|
|
|
/s/
Suren Ajjarapu |
|
Suren
Ajjarapu |
|
Chief
Executive Officer |
|
(Principal
Executive Officer) |
Exhibit
32.2
CERTIFICATION
PURSUANT TO
18 U.S.C.
SECTION 1350,
AS ADDED
BY
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report of OceanTech Acquisitions I Corp. (the “Company”) on Form 10-Q for the quarterly
period ended September 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Francis Knuettel
II, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley
Act of 2002, that, to my knowledge:
|
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 as of and for the period covered by the Report. |
Date:
November 17, 2023 |
|
|
|
|
|
|
By: |
/s/
Francis Knuettel II |
|
|
Francis
Knuettel II |
|
|
Chief
Financial Officer |
|
|
(Principal
Financial and Accounting Officer) |
v3.23.3
Cover - shares
|
9 Months Ended |
|
Sep. 30, 2023 |
Nov. 17, 2023 |
Document Type |
10-Q
|
|
Amendment Flag |
false
|
|
Document Quarterly Report |
true
|
|
Document Transition Report |
false
|
|
Document Period End Date |
Sep. 30, 2023
|
|
Document Fiscal Period Focus |
Q3
|
|
Document Fiscal Year Focus |
2023
|
|
Current Fiscal Year End Date |
--12-31
|
|
Entity File Number |
001-40450
|
|
Entity Registrant Name |
OceanTech Acquisitions I Corp.
|
|
Entity Central Index Key |
0001846809
|
|
Entity Tax Identification Number |
85-2122558
|
|
Entity Incorporation, State or Country Code |
DE
|
|
Entity Address, Address Line One |
515 Madison Avenue
|
|
Entity Address, Address Line Two |
8th Floor
– Suite 8133
|
|
Entity Address, City or Town |
New York
|
|
Entity Address, State or Province |
NY
|
|
Entity Address, Postal Zip Code |
10022
|
|
City Area Code |
(929)
|
|
Local Phone Number |
412-1272
|
|
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
|
|
Elected Not To Use the Extended Transition Period |
false
|
|
Entity Shell Company |
true
|
|
Units, each consisting of One Share of Class A Common Stock and One Redeemable warrant |
|
|
Title of 12(b) Security |
Units, each consisting of one share of Class A common stock and one redeemable warrant
|
|
Trading Symbol |
OTECU
|
|
Security Exchange Name |
NASDAQ
|
|
Common Class A [Member] |
|
|
Title of 12(b) Security |
Class A common stock, par value $0.0001 per share
|
|
Trading Symbol |
OTEC
|
|
Security Exchange Name |
NASDAQ
|
|
Entity Common Stock, Shares Outstanding |
|
3,497,475
|
Warrants Each Warrant Exercisable for One Share of Class A Common Stock for 11.50 Per Share [Member] |
|
|
Title of 12(b) Security |
Warrants, each warrant exercisable for one share of Class A common stock for $11.50 per share
|
|
Trading Symbol |
OTECW
|
|
Security Exchange Name |
NASDAQ
|
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Common Class B [Member] |
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Entity Common Stock, Shares Outstanding |
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v3.23.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
ASSETS: |
|
|
Cash |
$ 74,916
|
$ 35,806
|
Prepaid expense |
78,220
|
179
|
Total current assets |
153,136
|
35,985
|
Investments held in Trust Account |
9,167,017
|
19,429,439
|
TOTAL ASSETS |
9,320,153
|
19,465,424
|
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT: |
|
|
Accounts payable and accrued expenses |
2,968,535
|
1,614,363
|
Payable to Trust Account |
90,298
|
|
Income tax payable |
81,823
|
|
Excise tax payable |
112,338
|
|
Promissory notes |
927,957
|
|
Promissory notes – related party |
448,039
|
323,039
|
Due to related parties |
397,667
|
307,667
|
Total current liabilities |
5,026,657
|
2,245,069
|
Other long-term liabilities |
2,000,000
|
2,000,000
|
Deferred underwriting commissions |
3,614,100
|
3,614,100
|
Warrant liabilities |
496,310
|
661,747
|
Total Liabilities |
11,137,067
|
8,520,916
|
Stockholders’ Deficit: |
|
|
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding |
|
|
Additional paid-in capital |
1,732,737
|
2,248,291
|
Accumulated deficit |
(12,716,937)
|
(10,723,604)
|
Total Stockholders’ Deficit |
(10,983,931)
|
(8,475,044)
|
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT |
9,320,153
|
19,465,424
|
Common Class A Subject to Redemption [Member] |
|
|
Redeemable Common Stock |
|
|
Class A common stock subject to possible redemption, 812,715 and 1,848,503 shares (at redemption value) at September 30, 2023 and December 31, 2022, respectively |
9,167,017
|
19,419,552
|
Common Class A Not Subject to Redemption [Member] |
|
|
Stockholders’ Deficit: |
|
|
Common stock, value |
269
|
10
|
Common Class B [Member] |
|
|
Stockholders’ Deficit: |
|
|
Common stock, value |
|
259
|
Total Stockholders’ Deficit |
|
$ 259
|
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v3.23.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Class A common stock subject to possible redemption |
812,715
|
1,848,503
|
Preferred stock, par value (in dollars per share) |
$ 0.0001
|
$ 0.0001
|
Preferred stock, shares authorized |
1,000,000
|
1,000,000
|
Preferred stock, shares issued |
0
|
0
|
Preferred stock, shares outstanding |
0
|
0
|
Common Class A Subject to Redemption [Member] |
|
|
Class A common stock subject to possible redemption |
812,715
|
1,848,503
|
Common Class A [Member] |
|
|
Common stock, par value (in dollars per share) |
$ 0.0001
|
$ 0.0001
|
Common stock, shares authorized |
100,000,000
|
100,000,000
|
Common Class A Not Subject to Redemption [Member] |
|
|
Common stock, shares issued |
2,684,760
|
103,260
|
Common stock, shares outstanding |
2,684,760
|
103,260
|
Common Class B [Member] |
|
|
Common stock, par value (in dollars per share) |
$ 0.0001
|
$ 0.0001
|
Common stock, shares authorized |
10,000,000
|
10,000,000
|
Common stock, shares issued |
0
|
2,581,500
|
Common stock, shares outstanding |
0
|
2,581,500
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Operating and formation costs |
$ 616,315
|
$ 658,976
|
$ 2,089,023
|
$ 1,412,604
|
Loss from operations |
(616,315)
|
(658,976)
|
(2,089,023)
|
(1,412,604)
|
Other income: |
|
|
|
|
Interest earned on investments in trust |
116,580
|
354,619
|
516,603
|
433,795
|
Interest expense |
(26,253)
|
|
(39,857)
|
|
Finance transaction costs |
|
|
(464,670)
|
|
Offering costs allocated to warrants |
|
|
|
(3,600,000)
|
Change in fair value of warrants |
165,437
|
308,445
|
165,437
|
5,798,246
|
Total other income, net |
255,764
|
663,064
|
177,513
|
2,632,041
|
(Loss) Income before taxes |
(360,551)
|
4,088
|
(1,911,510)
|
1,219,437
|
Provision for income taxes |
(43,011)
|
|
(81,823)
|
|
Net (loss) income |
$ (403,562)
|
$ 4,088
|
$ (1,993,333)
|
$ 1,219,437
|
Common Class A Subject to Redemption [Member] |
|
|
|
|
Other income: |
|
|
|
|
Weighted average number of shares outstanding, diluted |
812,715
|
10,326,000
|
1,381,829
|
10,326,000
|
Weighted average number of shares outstanding, basic |
812,715
|
10,326,000
|
1,381,829
|
10,326,000
|
Diluted net income per common stock |
$ (0.12)
|
$ 0.00
|
$ (0.49)
|
$ 0.09
|
Basic net income per common stock |
$ (0.12)
|
$ 0.00
|
$ (0.49)
|
$ 0.09
|
Common Share Not Subject Redemption [Member] |
|
|
|
|
Other income: |
|
|
|
|
Weighted average number of shares outstanding, diluted |
2,684,760
|
2,684,760
|
2,684,760
|
2,684,760
|
Weighted average number of shares outstanding, basic |
2,684,760
|
2,684,760
|
2,684,760
|
2,684,760
|
Diluted net income per common stock |
$ (0.12)
|
$ 0.00
|
$ (0.49)
|
$ 0.09
|
Basic net income per common stock |
$ (0.12)
|
$ 0.00
|
$ (0.49)
|
$ 0.09
|
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v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($)
|
Common Class A [Member] |
Common Class B [Member] |
Additional Paid-in Capital [Member] |
AOCI Attributable to Parent [Member] |
Total |
Beginning balance, value at Dec. 31, 2021 |
$ 10
|
$ 259
|
|
$ (12,688,552)
|
$ (12,688,283)
|
Balance at the beginning (in shares) at Dec. 31, 2021 |
103,260
|
2,581,500
|
|
|
|
Net income |
|
|
|
4,449,036
|
4,449,036
|
Ending balance, value at Mar. 31, 2022 |
$ 10
|
$ 259
|
|
(8,239,516)
|
(8,239,247)
|
Balance at the end (in shares) at Mar. 31, 2022 |
103,260
|
2,581,500
|
|
|
|
Beginning balance, value at Dec. 31, 2021 |
$ 10
|
$ 259
|
|
(12,688,552)
|
(12,688,283)
|
Balance at the beginning (in shares) at Dec. 31, 2021 |
103,260
|
2,581,500
|
|
|
|
Net income |
|
|
|
|
1,219,437
|
Ending balance, value at Sep. 30, 2022 |
$ 10
|
$ 259
|
3,367,665
|
(11,574,340)
|
(8,206,406)
|
Balance at the end (in shares) at Sep. 30, 2022 |
103,260
|
2,581,500
|
|
|
|
Beginning balance, value at Mar. 31, 2022 |
$ 10
|
$ 259
|
|
(8,239,516)
|
(8,239,247)
|
Balance at the beginning (in shares) at Mar. 31, 2022 |
103,260
|
2,581,500
|
|
|
|
Net income |
|
|
|
(3,233,687)
|
(3,233,687)
|
Proceeds in excess of fair value of private placements warrants |
|
|
1,316,565
|
|
1,316,565
|
Fair value of Sponsor Shares transferred to extension investors |
|
|
3,600,000
|
|
3,600,000
|
Accretion of Class A common stock subject to possible redemption |
|
|
(1,548,900)
|
|
(1,548,900)
|
Ending balance, value at Jun. 30, 2022 |
$ 10
|
$ 259
|
3,367,665
|
(11,473,203)
|
(8,105,269)
|
Balance at the end (in shares) at Jun. 30, 2022 |
103,260
|
2,581,500
|
|
|
|
Net income |
|
|
|
4,088
|
4,088
|
Accretion of Class A common stock subject to possible redemption |
|
|
|
(105,225)
|
(105,225)
|
Ending balance, value at Sep. 30, 2022 |
$ 10
|
$ 259
|
3,367,665
|
(11,574,340)
|
(8,206,406)
|
Balance at the end (in shares) at Sep. 30, 2022 |
103,260
|
2,581,500
|
|
|
|
Beginning balance, value at Dec. 31, 2022 |
$ 10
|
$ 259
|
2,248,291
|
(10,723,604)
|
(8,475,044)
|
Balance at the beginning (in shares) at Dec. 31, 2022 |
103,260
|
2,581,500
|
|
|
|
Contribution related to financing costs attributed to Aspire Securities Purchase Agreement |
|
|
464,670
|
|
464,670
|
Remeasurement of Class A common stock to redemption value |
|
|
(532,405)
|
|
(532,405)
|
Net income |
|
|
|
(1,052,192)
|
(1,052,192)
|
Ending balance, value at Mar. 31, 2023 |
$ 10
|
$ 259
|
2,180,556
|
(11,775,796)
|
(9,594,971)
|
Balance at the end (in shares) at Mar. 31, 2023 |
103,260
|
2,581,500
|
|
|
|
Beginning balance, value at Dec. 31, 2022 |
$ 10
|
$ 259
|
2,248,291
|
(10,723,604)
|
(8,475,044)
|
Balance at the beginning (in shares) at Dec. 31, 2022 |
103,260
|
2,581,500
|
|
|
|
Net income |
|
|
|
|
(1,993,333)
|
Recognition of excise liability on trust redemptions |
|
|
|
|
112,338
|
Ending balance, value at Sep. 30, 2023 |
$ 269
|
|
1,732,737
|
(12,716,937)
|
(10,983,931)
|
Balance at the end (in shares) at Sep. 30, 2023 |
2,684,760
|
|
|
|
|
Beginning balance, value at Mar. 31, 2023 |
$ 10
|
$ 259
|
2,180,556
|
(11,775,796)
|
(9,594,971)
|
Balance at the beginning (in shares) at Mar. 31, 2023 |
103,260
|
2,581,500
|
|
|
|
Remeasurement of Class A common stock to redemption value |
|
|
(316,912)
|
|
(316,912)
|
Net income |
|
|
|
(537,579)
|
(537,579)
|
Fair Value of Class A Common Shares to be transferred under Promissory Notes (Note 6) |
|
|
107,100
|
|
107,100
|
Recognition of excise liability on trust redemptions |
|
|
(112,338)
|
|
(112,338)
|
Ending balance, value at Jun. 30, 2023 |
$ 10
|
$ 259
|
1,858,406
|
(12,313,375)
|
(10,454,700)
|
Balance at the end (in shares) at Jun. 30, 2023 |
103,260
|
2,581,500
|
|
|
|
Remeasurement of Class A common stock to redemption value |
|
|
(131,969)
|
|
(131,969)
|
Net income |
|
|
|
(403,562)
|
(403,562)
|
Fair Value of Class A Common Shares to be transferred under Promissory Notes (Note 6) |
|
|
6,300
|
|
6,300
|
Conversion of Class B common stock in Class A common stock |
$ 259
|
$ (259)
|
|
|
|
Conversion of Class B common stock in Class A common stock (in shares) |
2,581,500
|
(2,581,500)
|
|
|
|
Ending balance, value at Sep. 30, 2023 |
$ 269
|
|
$ 1,732,737
|
$ (12,716,937)
|
$ (10,983,931)
|
Balance at the end (in shares) at Sep. 30, 2023 |
2,684,760
|
|
|
|
|
X |
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v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)
|
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Cash Flows from Operating Activities: |
|
|
Net (loss) income |
$ (1,993,333)
|
$ 1,219,437
|
Adjustments to reconcile net (loss) income to net cash used in operating activities: |
|
|
Interest earned on investments in trust |
(516,603)
|
(433,795)
|
Non-cash interest expense |
39,857
|
|
Change in fair value of warrants |
(165,437)
|
(5,798,246)
|
Finance transaction cost |
464,670
|
3,600,000
|
Changes in operating assets and liabilities: |
|
|
Prepaid assets |
(78,041)
|
230,869
|
Accounts payable and accrued expenses |
1,354,172
|
489,447
|
Income tax payable |
81,823
|
|
Due to related party |
90,000
|
90,000
|
Net cash used in operating activities |
(722,892)
|
(602,288)
|
Cash Flows from Investing Activities: |
|
|
Investment of cash in trust account for extensions |
(650,000)
|
(1,548,900)
|
Cash withdrawn from Trust Account for taxes and redemptions |
11,519,323
|
149,000
|
Net cash provided by (used in) investing activities |
10,869,323
|
(1,399,900)
|
Cash Flows from Financing Activities: |
|
|
Proceeds from issuance of promissory notes |
1,001,500
|
|
Proceeds from issuance of promissory note to related party |
125,000
|
160,000
|
Proceeds from private placement |
|
1,548,900
|
Redemptions of Class A common stock |
(11,233,821)
|
|
Net cash (used in) provided by financing activities |
(10,107,321)
|
1,708,900
|
Net Change in Cash |
39,110
|
(293,288)
|
Cash - Beginning |
35,806
|
322,128
|
Cash - Ending |
74,916
|
28,840
|
Supplemental Disclosure of Non-cash Financing Activities: |
|
|
Remeasurement of Class A common stock to redemption value |
981,286
|
1,548,900
|
Recognition of excise tax on share redemptions |
112,338
|
|
Debt discount recognized from fair value of Class A common stock to be transferred under Promissory Notes (Note 6) |
$ 113,400
|
|
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v3.23.3
Description of Organization and Business Operations
|
9 Months Ended |
Sep. 30, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Description of Organization and Business Operations |
Note 1—Description of Organization and Business Operations
OceanTech Acquisitions I Corp. (the “Company”)
is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses.
As of September 30, 2023, the Company had
not commenced any operations. All activity for the period from February 3, 2021 (inception) through September 30, 2023, relates
to the Company’s formation and the public offering consummated on June 2, 2021 (the “Initial Public Offering”),
and, since the closing of the Initial Public Offering, a search for a business combination candidate. The Company will not generate
any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate
non-operating income in the form of interest income on both cash from the proceeds derived from the Initial Public Offering and
investments held in trust.
The Company’s original sponsor was
OceanTech Acquisitions I Sponsors, LLC (the “Original Sponsor”). On March 13, 2023, the Company’s sponsor changed
to Aspire Acquisition LLC, a Delaware limited liability company (“Aspire” or the “Sponsor”) when Aspire
acquired all of the Class B common stock and Private Placement Warrants from the Original Sponsor. As part of this transaction,
Aspire assumed ownership of all agreements and obligations of the Original Sponsor, agreed to reimburse the original chief executive
officer $, and has agreed to pay the original chief financial officer $ per month during the transition period.
On September 5, 2023, as further described
below, all of Sponsor’s Class B common stock was converted to Class A common stock.
Financing
The registration statement for the Company’s
Initial Public Offering was declared effective on May 27, 2021 (the “Effective Date”). On June 2, 2021, the Company
consummated its Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the Class A common stock
included in the Units, the “Common Stock”) at a price of $10.00 per Unit, generating gross proceeds to the Company
of $100,000,000, which is discussed in Note 3.
Simultaneously with the consummation of
the Initial Public Offering and the sale of the Units, the Company consummated the private placement sale (“Private Placement”)
of an aggregate 4,571,000 warrants (“Private Placement Warrants”), of which Private Placement Warrants were
purchased by the Original Sponsor and 700,000 Private Placement Warrants were purchased by Maxim Group LLC and/or its designees
(“Maxim”), at a price of $1.00 per Private Placement Warrant, generating total proceeds of $4,571,000.
Transaction costs of the Initial Public
Offering amounted to $7,482,451 consisting of $2,065,200 of underwriting discount, $3,614,100 of deferred underwriting discount,
$1,033,633 in fair value of representative shares issued and $769,518 of other offering costs. Of the transaction costs, $690,542
were charged to operations for the portion related to warrants and $6,791,909 were included as offering costs and charged against
equity.
The Company granted the underwriter in
the Initial Public Offering a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments, if any. On June
17, 2021, the underwriter partially exercised the over-allotment option to purchase 326,000 additional Units (the “Over-Allotment
Units”), generating an aggregate of gross proceeds of $3,260,000, and incurred $65,200 in cash underwriting fees.
On June 2, 2022, the Company closed an
offering to private investors which included issuance of 1,548,900 Private Warrants at a price of $1.00 per warrant and transfer
of 1,200,000 of Original Sponsor’s Class B common stock. Proceeds of the offering were deposited in the Company’s Trust
Account for its public stockholders, representing $0.15 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination (an “Extension”) by six months from June 2, 2022, to December 2,
2022. The Extension is permitted under the Company’s governing documents.
On August 10, 2022, the Company, OceanTech
Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub 1”), and the Original
Sponsor, entered into a definitive Agreement and Plan of Merger (the “Captura Merger Agreement”) with Captura Biopharma,
Inc., a Delaware corporation (“Captura”) and Michael Geranen, as seller representative (“Geranen”). Pursuant
to the Captura Merger Agreement, upon the closing of the business combination, the Company would effect the merger of Merger Sub
1 with and into Captura, with Captura continuing as the surviving entity, as a result of which all of the issued and outstanding
capital stock of Captura would be exchanged for shares of the Class A common stock of the Company upon the terms set forth as follows:
Captura’s shareholders collectively shall be entitled to receive from the Company, in the aggregate, a number of Company’s
securities with an aggregate value equal to (a) $200,000,000 minus (b) the amount, if any, by which the Captura’s net working
capital amount exceeds the net working capital amount (but not less than zero), minus (c) the amount of Closing Net Indebtedness
(as defined in the Captura Merger Agreement) minus (d) the amount of any transaction expenses, provided that the merger consideration
otherwise payable to the Captura’s shareholders is subject to adjustment after the Closing in accordance with the terms of
the Merger Agreement.
The obligations of the parties to consummate
such business combination was subject to the satisfaction or waiver of certain customary closing conditions of the respective parties,
including, without limitation: (a) the representations and warranties of the Company, Merger Sub 1 and Captura being true and correct
subject to the materiality standards contained in the Captura Merger Agreement; (b) material compliance by such parties of their
respective pre-closing covenants and agreements, subject to the standards contained in the Captura Merger Agreement; (c) the approval
by the Company’s stockholders of such business combination; (d) the approval by the Captura’s stockholders of such
business combination; I the absence of any Material Adverse Effect (as defined in the Captura Merger Agreement) with respect to
the Company or with respect to Captura since the effective date of the Captura Merger Agreement that is continuing and uncured;
(f) the election of the members of the post-closing board consistent with the provisions of the Captura Merger Agreement, a majority
of which are to be independent in accordance with the Nasdaq rules; (g) the Company having at least $5,000,001 in tangible net
assets upon the Closing; (h) the entry into certain ancillary agreements as of the Closing; (i) the lack of any notice or communication
from, or position of, the SEC requiring the Company to amend or supplement the prospectus and proxy statement; and (j) the receipt
of certain closing deliverables.
On October 13, 2022, parties to the Captura
Merger Agreement mutually terminated the Captura Merger Agreement pursuant to Section 8.1(a) of the Captura Merger Agreement, effective
immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate the
Captura Merger Agreement.
On November 15, 2022, the Company entered
into a definitive Agreement and Plan of Merger (the “Majic Merger Agreement”) with Merger Sub 1, OceanTech Merger Sub
2, LLC, a Wyoming limited liability company and wholly owned subsidiary of the Company (“Merger Sub 2”), the Original
Sponsor in the capacity as the representative for the stockholders of the Company (the “Company Representative”), Majic
Wheels Corp., a Wyoming corporation ( “Majic”), and Jeffrey H. Coats, an individual, in the capacity as the representative
for the Majic stockholders (the “Majic Representative”).
On November 29, 2022, the Company held
a special meeting of stockholders. At the meeting, the Company’s stockholders approved a charter amendment to extend the
date by which the Company must consummate its initial business combination from December 2, 2022 to June 2, 2023, subject to the
approval of the board of directors of the Company, provided the Original Sponsor or its designees deposit into the Trust Account
an amount equal to $0.067 per share for each public share or $125,000, prior to the commencement of each extension period. In connection
with the extension stockholders holding 8,477,497 shares of common stock exercised their right to redeem their shares for a pro
rata portion of the funds in the Trust Account. As a result, approximately $87,541,322 (approximately $10.32 per share) was removed
from the Trust Account to pay such holders.
On December 1, 2022, December 30, 2022
and February 2, 2023, the Company deposited $125,000 into its Trust Account for its public stockholders, representing $0.067 per
public share, allowing the Company to extend the period of time it has to consummate its initial business combination from December
2, 2022 to March 2, 2023.
On February 3, 2023, Majic, the Company,
Merger Sub 1 and Merger Sub 2 mutually terminated the Majic Merger Agreement pursuant to Section 8.1(a) of the Majic Merger Agreement,
effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate
the Majic Merger Agreement.
On March 2, 2023, the Company deposited
$125,000 into its Trust Account for its public stockholders, representing $0.067 per public share, allowing the Company to extend
the period of time it has to consummate its initial business combination by one month from March 2, 2023, to April 2, 2023.
On March 13, 2023, the Company’s
sponsor changed from Original Sponsor to Sponsor when Aspire agreed to acquire all of the 2,581,500 shares of Class B common stock
and 5,869,880 Private Placement Warrants from the Original Sponsor upon the closing of an initial business combination.
On March 31, 2023 and May 2, 2023, the
Company deposited $125,000 into its Trust Account for its public stockholders, representing $0.067 per public share, allowing the
Company to extend the period of time it has to consummate its initial business combination by one month from April 2, 2023, to
June 2, 2023.
On May 2, 2023, the Company, R.B. Merger
Sub Ltd., an Israeli company and a wholly owned subsidiary of the Company (“Merger Sub”), and Regentis Biomaterials
Ltd., an Israeli company (individually, “Regentis” and, together with the Company, Merger Sub, collectively, the “Parties”
and each referred to as a “Party”), entered into an Agreement and Plan of Merger (the “Merger Agreement”),
pursuant to which, among other things, Merger Sub will merge with and into Regentis (the “Merger” or “Business
Combination”), with Regentis continuing as the surviving entity after the Merger, as a result of which Regentis will become
a direct, wholly-owned subsidiary of the Company (the “Proposed Transaction”).
On May 18, 2023,
On May 30, 2023, the Company held a virtual
special meeting of its stockholders, pursuant to due notice in that certain Proxy Statement on Schedule 14(a) filed May 10, 2023
(as amended, the “Extension Proxy”). At such special meeting, the Company stockholders approved the proposal for the
Company to adopt and file with the Delaware Secretary of State of the State of Delaware an amended charter (the “Extension
Amendment Proposal”), which the Company promptly filed following the stockholders’ approval of the Extension Amendment
Proposal. Pursuant to the Company’s amended charter, the Company has the right to extend beyond June 2, 2023 (the “Original
Termination Date”) by up to 12, 1-month extensions through June 2, 2024 (the “Outside Date”; each of the 12,
1-month extensions, an “Extension”, and each such extension date a “Deadline Date”, and the latest of such
Deadline Dates, the “Extended Deadline”) the date by which the Company must (i) consummate a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more
businesses, (ii) cease its operations if it fails to complete a business combination, and (iii) unless the closing of the Company’s
initial business combination shall have occurred, redeem or repurchase 100% of the Company’s Class A common stock included
as part of the units sold in the Initial Public Offering. In connection with each Extension, the Company or Sponsor (or its affiliates
or permitted designees) is required to deposit into the Trust Account $30,000 (collectively, the “Extension Payments”),
and the Sponsor made a non-interest bearing, unsecured loan to the Company in the aggregate of $360,000 for payment of the Extension
Payments.
Additionally, at such special meeting,
the stockholders of the Company approved the proposal to amend the trust agreement of the Trust Account to extend the termination
date for an additional twelve months, until June 2, 2024 (the “Trust Amendment Proposal). Upon approval of the Extension
Amendment Proposal and the Trust Amendment Proposal by the Company’s stockholders, the Company and the Trustee of the Trust
Account promptly entered into an amendment to the trust agreement to extend the termination date for an additional twelve months,
until June 2, 2024.
In connection with the voting on the Extension
Amendment Proposal and the Trust Amendment Proposal at this special meeting, holders of 1,035,788 shares of Class A common stock
(the “Redeeming Stockholder”) exercised the right to redeem such shares. On June 2, 2023, the Company made cash payments
to the Redeeming Stockholders totaling $11,233,821, representing approximately $10.84 per share. Following such payments to the
Redeeming Stockholders, the Trust Account had a balance of approximately $8,814,443. The Company’s remaining shares of Class
A common stock outstanding were 812,715.
On June 1, 2023 and June 27, 2023, the
Company deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the
Company to extend the period of time it has to consummate its initial business combination by one month each from June 2, 2023
to August 2, 2023, as the first and second of twelve 1-month extensions permitted under the Company’s governing documents.
On July 7, 2023, the Company and Regentis
executed Amendment No. 1 to the Merger Agreement to increase the merger consideration to $96 million from $95 million to account,
in part, for the issuance of Regentis ordinary shares to Maxim pre-closing for the fee to which it would be entitled upon consummation
of the business combination.
On July 10, 2023, the Company filed the
initial Form S-4 with the SEC.
On July 25, 2023, the Company received
written notice (the “Delisting Letter”) from the Nasdaq Capital Market (“Nasdaq”) that the Company had
not regained compliance within 180 calendar days (or until July 24, 2023) in accordance with Nasdaq Listing Rule 5810(c)(3)(C)
for compliance with Nasdaq Listing Rule 5550(b)(2) as the Company’s market value of listed securities for the thirty (30)
consecutive business days, was below the required minimum of $35 million for continued listing on Nasdaq (the “MVLS Requirement”).
On July 27, 2023, the Company filed a Current
Report on Form 8-K stating that the Company fully intends to appeal such determination by requesting a hearing to the Hearings
Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series to stay the suspension
of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision, and on such date the Company
requested the hearing, and wired the $20,000 fee to Nasdaq for the hearing, prior to 4:00 p.m. Eastern Time on August 1, 2023,
as required in the Delisting Letter. The hearing with the Panel was then scheduled for September 21, 2023 (the “Hearing”).
On July 28, 2023, the Company deposited
$30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the Company to extend
the period of time it has to consummate its initial business combination by one month from August 2, 2023 to September 2, 2023,
as the third of twelve, 1-month extension permitted under the Company’s governing documents. On July 31, 2023, the Company
filed the Current Report on Form 8-K disclosing the same.
On August 8, 2023, the Company filed a
Preliminary Proxy Statement on Schedule 14(a) with the Securities and Exchange Commission (“SEC”) for stockholders
to approve the founder share amendment proposal to amend the Company’s existing certificate of incorporation dated as of
May 27, 2021, as amended on December 1, 2022 by that certain First Amendment to the Amended and Restated Certificate of Incorporation
and as further amended on May 30, 2023 by that certain Second Amendment to the Amended and Restated Certificate of Incorporation,
as may be further amended (collectively, the “Existing OTEC Charter”), to provide for the right of the holders of Class
B common stock, par value $0.0001 per share, to convert such shares of Class B common stock into shares of Class A common stock,
par value $0.0001 per share, on a one-to-one basis at the election of such holders (the “Founder Share Amendment Proposal”),
rather than upon the closing of an initial business combination. The Company then filed a Definitive Proxy Statement on Schedule
14A on August 23, 2023 (the “Proxy Statement”) with the SEC, providing notice of a special meeting of stockholders
to be held on September 5, 2023 to propose to amend the Existing OTEC Charter in accordance with the Founder Share Amendment
Proposal, in order to authorize the Company to regain compliance with the MVLS Requirement.
On August 31, 2023, the Company deposited
$30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the Company to extend
the period of time it has to consummate its initial business combination by one month from September 2, 2023 to October 2, 2023,
as the fourth of twelve 1-month extensions permitted under the Company’s governing documents.
On September 5, 2023, the Company held
a virtual special meeting of its stockholders following the notice provided by the Proxy Statement to amend the Existing OTEC Charter
for the Founder Share Amendment Proposal. Following approval of the Founder Share Amendment Proposal by the Company’s stockholders,
the Company promptly adopted and filed the related amendment to the Existing OTEC Charter with the Secretary of State of the State
of Delaware. Effective as of September 5, 2023, the conversion of the Class B common stock to Class A common stock, resulted in
the Company’s market value of securities increasing approximately $28,706,280 in addition to the Company’s then-current
market value of securities being approximately $10,185,642, based on calculations utilizing the Company’s common stock closing
price of $11.12 per share on August 28, 2023 to total approximately $38,891,922, above the required $35 million. The following
ten consecutive business days after September 5, 2023, ended ahead of the Hearing.
On September 12, 2023, the Company filed
Amendment No. 1 to the initial Form S-4 filed on July 10, 2023.
As previously disclosed in a Form 8-K filed
September 14, 2023, on September 13, 2023, the Company received written notice (the “Notification Letter”) from Nasdaq
stating that the Company currently does not meet the required minimum of 300 public holders for continued listing on Nasdaq under
Nasdaq Listing Rule 5550(a)(3) (the “Public Holder Requirement”), and further stated that Nasdaq’s Panel
would consider this matter in rendering a determination regarding the Company’s continued listing on Nasdaq at the Hearing
already scheduled.
On September 21, 2023, the Company attended
the Hearing to discuss the Delisting Letter and Notification Letter with the Panel. At the Hearing, the Company discussed its anticipated
compliance with the Public Holder Requirement upon the closing of the Business Combination pursuant to the Merger Agreement with
Regentis and the Merger Sub. The results of the Hearing are further discussed under Note 11 —Nasdaq Compliance.
On September 27, 2023, the Company deposited
$30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the Company to extend
the period of time it has to consummate its initial business combination by one month from October 2, 2023 to November 2, 2023,
as the fifth of twelve 1-month extensions permitted under the Company’s governing documents.
Liquidity and Going Concern
On September 30, 2023, the Company had
cash of $74,916 and a working capital deficit of $4,873,521.
The Company’s liquidity needs up
to September 30, 2023 were satisfied through the proceeds of $ from the sale of the Founder Shares (as defined in Note 5),
loans from related parties and outside investors totalling $1,375,996 and $323,039 as of September 30, 2023 and December 31, 2022,
respectively, and from the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside
of the Trust Account.
Until the consummation of a business combination,
the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates,
performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire,
and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through
loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s Sponsor,
officers and directors 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. If the Company is unable to raise additional capital, it may be required to take additional
measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit
of a potential transaction, and reducing overhead expenses.
In connection with the Company’s
assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”)
Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements—Going Concern, the
Company has until November 2, 2023, 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 is not consummated by this date,
there will be a mandatory liquidation and subsequent dissolution of the Company. Additionally, the Company may not have sufficient
liquidity to fund the working capital needs of the Company through one year from the issuance of these condensed consolidated financial
statements. Management has determined that the liquidity condition and mandatory liquidation, should an initial business combination
not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going
concern for the next twelve months from the issuance of these financial statements. No adjustments have been made to the carrying
amounts of assets or liabilities should the Company be required to liquidate after June 2, 2024. The Company’s Sponsor, officers
and directors 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.
Risks and Uncertainties
In February 2022, the Russian Federation
and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the
United States, have instituted economic sanctions against the Russian Federation and Belarus.
The escalation in October 2023 of the conflict
between Israel and Hamas also could cause disruptions to global economic conditions and effect the stability of the Middle
East region. It is unknown how long any of these disruptions will continue and whether such disruptions will become more severe.
The impact of these conflicts on the world
economy is not determinable as of the date of these financial statements and the specific impact on the Company’s financial
condition, results of operations, and cash flows is also not determinable as of the date of these condensed financial statements.
Inflation Reduction Act of 2022
On August 16, 2022, the Inflation Reduction
Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal
1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries
of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation
itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market
value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing
corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases
during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the
“Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or
avoidance of the excise tax.
Any redemption or other repurchase that
occurs after December 31, 2022, in connection with a business combination, extension vote or otherwise, may be subject to the excise
tax. Whether and to what extent the Company would be subject to the excise tax in connection with a business combination, extension
vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in
connection with the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature
and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not
in connection with a business combination but issued within the same taxable year of a business combination) and (iv) the content
of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not
by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could
cause a reduction in the cash available on hand to complete the Business Combination and in the Company’s ability to complete
the Business Combination.
As discussed above, on May 30, 2023, holders
of 1,035,788 shares of Common Stock elected to redeem their shares in connection with the Extension. As a result, $11,233,821
was removed from the Company’s Trust Account to pay such holders. Management has evaluated the requirements of the IR Act
and the Company’s operations and has determined that a liability of $112,338 should be recorded for the excise tax in
connection with the above mentioned redemptions. This liability will be reviewed and remeasured at each subsequent reporting period.
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- DefinitionThe entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward.
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v3.23.3
Summary of Significant Accounting Policies
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9 Months Ended |
Sep. 30, 2023 |
Accounting Policies [Abstract] |
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Summary of Significant Accounting Policies |
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited financial statements
have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities
and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements
prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial
reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial
position, results of operations, or cash flows.
In the opinion of the Company’s management,
the unaudited financial statements as of September 30, 2023, and for the three and six months ended September 30, 2023 include
all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the
Company as of September 30, 2023, and its results of operations and cash flows for the three and nine months ended September 30,
2023. The results of operations for the three and nine months ended September 30, 2023, are not necessarily indicative of the results
to be expected for the full fiscal year ending December 31, 2023 or any future interim period.
Principles of Consolidation
The accompanying condensed consolidated
financial statements include the accounts of the Company and its wholly-owned subsidiaries, Merger Sub 1 and Merger Sub 2. All
significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company
The Company is an “emerging growth
company,” as defined in Section2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012
(the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable
to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with
the 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 stockholder approval of any golden parachute payments not previously approved.
Further, Section102(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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt
out of such extended transition period which means that when a standard is issued or revised and it has different application dates
for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time
private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated
financial statements with another public company which is neither an emerging growth company nor an emerging growth company which
has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.
Use of Estimates
The preparation of these unaudited condensed
consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to
exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or
set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate,
could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included
in these consolidated financial statements is the determination of fair value of the warrant liabilities. Such estimates may be
subject to change as more current information becomes available and accordingly, the actual results could differ significantly
from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have cash equivalents
as of September 30, 2023 and December 31, 2022.
Trust Account
Upon the closing of the Initial Public
Offering and the Private Placement, $104.3 million ($10.10 per Unit) of the net proceeds of the Initial Public Offering and certain
of the proceeds of the Private Placement were held in the Trust Account located in the United States with Continental Stock Transfer
& Trust Company acting as trustee, and invested only in U.S. government treasury obligations with a maturity of 185 days or
less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act 1940, as amended (the
“Investment Company Act”), which will be invested only in direct U.S. government treasury obligations, as determined
by the Company, until the earlier of: (i) the completion of the Business Combination and (ii) the distribution of the Trust Account
as described below.
Upon closing of the offering of the Private
Warrants on June 2, 2022 (as described above) an additional $1.5 million (or $0.15 per Class A share subject to redemption) was
placed in the Trust Account to provide for the Extension as described above.
In connection with the extension vote at
the special meeting of stockholders of the Company on November 29, 2022, stockholders holding 8,477,497 shares of common stock
exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, $87,541,321
(approximately $10.32 per share) was removed from the Trust Account to pay such holders.
On December 1, 2022, the Company caused
to be deposited $125,000 into its Trust Account for its public stockholders, representing $0.067 per public share, allowing the
Company to extend the period of time it has to consummate its initial business combination by one month from December 2, 2022 to
January 2, 2023.
On December 30, 2022, The Company caused
to be deposited $125,000 into its Trust Account for its public stockholders, representing $0.067 per public share, allowing the
Company to extend the period of time it has to consummate its initial business combination by one month from January 2, 2023, to
February 2, 2023.
On February 2, 2023, the Company caused
to be deposited $125,000 into the Company’s Trust Account for its public stockholders, representing $0.067 per public share,
allowing the Company to extend the period of time it has to consummate its initial business combination by one month from February
2, 2023 to March 2, 2023.
On March 2, 2023, the Company caused to
be deposited $125,000 into the Company’s Trust Account for its public stockholders, representing $0.067 per public share,
allowing the Company to extend the period of time it has to consummate its initial business combination by one month from March
2, 2023 to April 2, 2023.
On March 31, 2023, the Company caused to
be deposited $125,000 into the Company’s Trust Account for its public stockholders, representing $0.067 per public share,
allowing the Company to extend the period of time it has to consummate its initial business combination by one month from April
2, 2023 to May 2, 2023.
On May 2, 2023, the Company caused to be
deposited $125,000 into its Trust Account for its public stockholders, representing $0.067 per public share, allowing the Company
to extend the period of time it has to consummate its initial business combination by one month from May 2, 2023, to June 2, 2023.
On June 1, 2023, the Company caused to
be deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the Company
to extend the period of time it has to consummate its initial business combination by one month from June 2, 2023 to July 2, 2023,
as the first of twelve one-month extensions permitted under the Company’s governing documents.
On June 27, 2023, the Company caused to
be deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the Company
to extend the period of time it has to consummate its initial business combination by one month from July 2, 2023 to August 2,
2023, as the second of twelve, 1-month extensions permitted under the Company’s governing documents.
On July 28, 2023, the Company caused to
be deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the Company
to extend the period of time it has to consummate its initial business combination by one month from August 2, 2023 to September
2, 2023, as the third of twelve, 1-month extension permitted under the Company’s governing documents.
On August 30, 2023, the Company caused
to be deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the
Company to extend the period of time it has to consummate its initial business combination by one month from September 2, 2023
to October 2, 2023, as the fourth of twelve, 1-month extension permitted under the Company’s governing documents.
On September 27, 2023, the Company caused
to be deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the
Company to extend the period of time it has to consummate its initial business combination by one month from October 2, 2023 to
November 2, 2023, as the fifth of twelve, 1-month extension permitted under the Company’s governing documents.
Offering Costs
Offering costs consisted of legal, accounting,
underwriting and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to
the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total
proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses
in the unaudited condensed consolidated statements of operations. Offering costs associated with the issuance of Class A common
stock subject to possible redemption were charged to temporary equity upon the completion of the Initial Public Offering. The Company
classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require
the use of current assets or require the creation of current liabilities.
In connection with the Extension payment
on June 2, 2022, the Original Sponsor transferred 1,200,000 of previously issued common stock (as defined in Note 9) from the Founder
Shares (as defined in Note 5) to the investors who participated in the Initial Public Offering. The fair value of the Founder Shares
(as defined in Note 5) was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and 5T. Accordingly,
the offering cost was be allocated to the only financial instruments issued, which were private placement warrants. Offering costs
allocated to derivative warrant liabilities are expensed as incurred in the statement of operations.
Fair Value of Financial Instruments
The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,”
approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature.
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 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 on the grant date and is then re-valued at each reporting date, with
changes in the fair value reported in the unaudited condensed consolidated 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.
Fair Value Measurements
Fair value is defined as the price that
would be received for sale of an asset or paid to 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. |
Net (Loss) Income Per Common Stock
The Company complies with accounting and
disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are
referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of
shares. Net (loss) income per common stock is calculated by dividing the net (loss) income by the weighted average shares of common
stock outstanding for the respective period.
The calculation of diluted net (loss) income
does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement
warrants to purchase an aggregate of 16,543,700 shares for the three and nine months ended September 30, 2023 and 2022 of Class
A common stock subject to possible redemption in the calculation of diluted (loss) income per share, because they are contingent
on future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net (loss) income
per share is the same as basic net (loss) income per share for the three and nine months ended September 30, 2023 and 2022. Remeasurement
associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair
value.
The basic and diluted (loss) income per
common stock is calculated as follows:
|
|
For the Three Months Ended |
|
|
|
September 30, |
|
|
|
2023 |
|
|
2022 |
|
Common stock subject to possible redemption |
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
Net (loss) income allocable to Class A common stock subject to possible redemption |
|
$ |
(93,776 |
) |
|
$ |
3,244 |
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted Average Redeemable Class A common stock, basic and diluted |
|
|
812,715 |
|
|
|
10,326,000 |
|
Basic and Diluted net (loss) income per share, redeemable Class A common stock |
|
$ |
(0.12 |
) |
|
$ |
0.00 |
|
|
|
|
|
|
|
|
|
|
Non-redeemable common stock |
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
Net (loss) income allocable to non-redeemable common stock |
|
$ |
(309,786 |
) |
|
$ |
844 |
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted Average non-redeemable common stock, basic and diluted |
|
|
2,684,760 |
|
|
|
2,684,760 |
|
Basic and diluted net (loss) income per share, common stock |
|
$ |
(0.12 |
) |
|
$ |
0.00 |
|
|
|
For the Nine Months Ended |
|
|
|
September 30, |
|
|
|
2023 |
|
|
2022 |
|
Common stock subject to possible redemption |
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
Net (loss) income allocable to Class A common stock subject to possible redemption |
|
$ |
(677,336 |
) |
|
$ |
967,807 |
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted Average Redeemable Class A common stock, basic and diluted |
|
|
1,381,829 |
|
|
|
10,326,000 |
|
Basic and Diluted net (loss) income per share, redeemable Class A common stock |
|
$ |
(0.49 |
) |
|
$ |
0.09 |
|
|
|
|
|
|
|
|
|
|
Non-redeemable common stock |
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
Net (loss) income allocable to non-redeemable common stock |
|
$ |
(1,315,997 |
) |
|
$ |
251,630 |
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted Average non-redeemable common stock, basic and diluted |
|
|
2,684,760 |
|
|
|
2,684,760 |
|
Basic and diluted net (loss) income per share, common stock |
|
$ |
(0.49 |
) |
|
$ |
0.09 |
|
Income Taxes
The Company accounts for income taxes under
ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for
both the expected impact of differences between the unaudited condensed consolidated financial statements and tax basis of assets
and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally
requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will
not be realized. As of September 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance
recorded against it. Our effective tax rate was (11.93%) and 0.00% for the three months ended September 30, 2023 and 2022, respectively.
Our effective tax rate was (4.28%) and 0.00% for the nine months ended September 30, 2023 and 2022, respectively. The effective
tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2023 and 2022, due to changes
in fair value in warrant liability, warrant issuance costs, and the valuation allowance on the deferred tax assets.
While ASC 740 identifies usage of an effective
annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if
they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential
impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year.
The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which
states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise
able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the
interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows
it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective
tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results
through September 30, 2023.
ASC 740 also clarifies the accounting for
uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and
measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax
return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing
authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period,
disclosure and transition.
The Company recognizes accrued interest
and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts
accrued for interest and penalties as of 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 has identified the United States
as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception.
These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions
and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized
tax benefits will materially change over the next twelve months.
Redeemable Share Classification
All of the 10,326,000 Class A common stock
sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public
shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the
Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation.
In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99,
redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified
outside of permanent equity. Given that the Class A common stock was issued with other freestanding instruments (i.e., public warrants),
the initial carrying value of Class A common stock classified as temporary equity is the allocated proceeds based on the guidance
in FASB ASC Topic 470-20, “Debt – Debt with Conversion and Other Options.”
Immediately upon the closing of the Initial
Public Offering, the Company recognized the accretion from initial book value to redemption amount, which approximates fair value.
The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional
paid-in capital (to the extent available) and accumulated deficit and Class A common stock.
As of September 30, 2023 and December 31,
2022, the Class A common stock reflected on the balance sheets are reconciled in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2023 |
|
|
December 31, 2022 |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
As of beginning of the period |
|
1,848,503 |
|
|
$ |
19,419,552 |
|
|
10,326,000 |
|
|
$ |
104,292,600 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Extension redemptions on May 27, 2023 and November 29, 2022, respectively |
|
(1,035,788 |
) |
|
|
(11,233,821 |
) |
|
(8,477,497 |
) |
|
|
(87,541,322 |
) |
Plus: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remeasurement of carrying value to redemption value attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accretion of carrying value to redemption value |
|
— |
|
|
|
981,286 |
|
|
— |
|
|
|
2,668,274 |
|
Contingently redeemable Class A common stock subject to possible redemption |
|
812,715 |
|
|
$ |
9,167,017 |
|
|
1,848,503 |
|
|
$ |
19,419,552 |
|
Receivable from Sponsor and Payable to Trust Account
During the nine months ended
September 30, 2023, the Company erroneously overdrew from the Trust Account amounts allocated for tax payments. Accordingly,
at September 30, 2023, the Company had an amount payable to the Trust Account in the amount of $90,298,
which is fully allocable to the contingently redeemable Class A common stock subject to possible redemption. The payable to
trust is to be funded by the Sponsor, and corresponding receivable from the Sponsor has been included within the Investments
held in Trust Account line on the accompanying condensed consolidated balance sheet at September 30, 2023. This amount will
be deposited during the following fiscal quarter.
Debt discounts
Debt discounts relate to the issuance costs
of the promissory notes to non-related parties (see Note 6), and are included in the condensed consolidated balance sheets as a
direct deduction from the face amount of the promissory notes. Debt discounts are amortized over the term of the related promissory
notes and included in the interest expense.
Recent Accounting Pronouncements
In August
2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt – Debt with Conversion and Other Options
(Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)
to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of
beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception
guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional
disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.
ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible
instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified
retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact,
if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.
Management
does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a
material effect on the accompanying unaudited condensed consolidated financial statements.
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v3.23.3
Initial Public Offering
|
9 Months Ended |
Sep. 30, 2023 |
Initial Public Offering |
|
Initial Public Offering |
Note 3 — Initial Public
Offering
On June
2, 2021, the Company consummated its Initial Public Offering of 10,000,000 Units. Each Unit consists of one share of Class A common
stock of the Company, par value $0.0001 per share, and one redeemable warrant of the Company (“Warrant”), each Warrant
entitling the holder thereof to purchase one Class A common stock for $11.50 per share. The Units were sold at a price of
$10.00 per Unit, generating gross proceeds to the Company of $100,000,000.
On June
17, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 326,000 Over-Allotment Units.
The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $3,260,000.
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v3.23.3
Private Placement
|
9 Months Ended |
Sep. 30, 2023 |
Private Placement |
|
Private Placement |
Note 4 — Private Placement
On June
2, 2021, simultaneously with the closing of the Initial Public Offering and the sale of the Units, the Company consummated the
Private Placement of an aggregate 4,571,000 Private Placement Warrants, of which Private Placement Warrants were purchased
by the Original Sponsor and 700,000 Private Placement Warrants were purchased by Maxim at a price of $1.00 per Private Placement
Warrant, generating total proceeds of $4,571,000.
On June
17, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 326,000 Over-Allotment Units.
Simultaneously with the closing of the exercise of the overallotment option, the Company consummated the Private Placement of
an aggregate of 97,800 Private Placement Warrants, of which Private Placement Warrants were purchased by the Original Sponsor
and 22,820 Private Placement Warrants were purchased by Maxim at a purchase price of $1.00 per Private Placement Warrant, generating
gross proceeds of $97,800.
On June
2, 2022, the Company closed an offering to private investors which included issuance of 1,548,900 Private Warrants at a price
of $1.00 per warrant.
The Private
Placement Warrants (and the underlying securities) are identical to the public warrants sold as part of the Units in the Initial
Public Offering, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid
with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
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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
In February
2021, the Original Sponsor paid $ to cover certain offering costs in consideration for Class B shares (the “Founder
Shares”). The number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial
Public Offering would be a maximum of 11,500,000 Units if the underwriter’s over-allotment option is exercised in full,
and therefore that such Founder Shares would represent 20% of the outstanding shares after the Initial Public Offering. Thus,
up to of the Founder Shares were subject to forfeiture depending on the extent to which the underwriter’s over-allotment
option was exercised. On June 21, 2021, the underwriter partially exercised its over-allotment option, purchasing an additional
326,000 Units. On June 21, 2021, the underwriter forfeited the right to purchase the remaining Units of the over-allotment option,
and hence founder shares of Class B common stock were subsequently forfeited, resulting in 2,581,500 outstanding Founder
Shares.
Concurrently
with the issuance of Private Warrants on June 2, 2022, the Original Sponsor committed to transfer 1,200,000 of Class B shares
previously issued and outstanding as additional incentive to participants in the Extension Offering. The Company accounted for
the Original Sponsor shares transferred to the participants in the Extension Offering at Fair Value as a charge directly to stockholder’s
equity. The Company estimated the fair value of these shares to be $3,600,000 or $3 per share.
In connection
with the change in sponsor to Aspire on March 13, 2023, the Company estimated the aggregate fair value of the founders’
shares sold to Aspire to be $ or $ per share. The excess of the fair value of the Founder Shares was determined
to be a contribution to the Company from the Sponsor in accordance with Staff Accounting Bulletin (“SAB”) Topic 5T.
As this transaction is directly related to the business combination, the costs related to the transaction were included
as transaction finance costs in the statement of operations.
Upon the
closing of the Initial Business Combination, Sponsor shall also convey (i) 250,000 (two hundred and fifty thousand) shares of
Class B common stock to the equityholders of the Original Sponsor, as of the Effective Date (the “Original Sponsor Equityholders”),
pro rata based on the Original Sponsor Equityholders’ underlying interest in the Company’s Class B common stock, and
(ii) 250,000 (two hundred and fifty thousand) Private Placement Warrants to the Original Sponsor Equityholders, pro rata based
on the Original Sponsor Equityholders’ underlying interest in the Company’s Private Placement Warrants as of the Effective
Date.
The Company’s
initial stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i)
year after the date of the consummation of the initial Business Combination or (ii) the date on which the Company consummates
a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to
exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject
to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Notwithstanding
the foregoing, if the closing price of the shares of Class A common stock equals or exceeds $ per share (as adjusted for
stock splits, stock dividends, reorganizations, recapitalizations and the like) for any trading days within any - trading
day period commencing days after the initial Business Combination, the Founder Shares will no longer be subject to such transfer
restrictions.
Promissory
Notes—Related Party
On February
14, 2021, the Original Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial
Public Offering. This loan is non-interest bearing, unsecured and was due at the closing of the Initial Public Offering and the
Original Sponsor has not demanded payment of the note through the date of this filing. As of September 30, 2023 and December 31,
2022, $448,039 and $323,039 were outstanding under the promissory notes, respectively.
Related
Party Loans
In order
to finance transaction costs in connection with an intended initial Business Combination, the sponsor, an affiliate of the sponsor
or certain of the Company’s officers and directors may, but is not obligated to, loan the Company funds as may be required
(the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay such
loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out
of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use
a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account
would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into Private Placement 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 issued to the Sponsor. As of September 30, 2023 and December 31, 2022, no such
Working Capital Loans were outstanding.
On May 18,
2023, the Company and the Sponsor, announced that, the Company entered into an unsecured, interest-free promissory note in favor
of the Sponsor, pursuant to which the Sponsor will loan the Company $ per month for up to 12, 1-month extension, up to an
aggregate of $360,000. No amounts have been drawn under this promissory note as of September 30, 2023.
Administrative
Support Agreement
The Company
has agreed to pay our sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support.
The administrative support agreement began on the day the Company first listed on the Nasdaq Capital Market and continue monthly
until the completion of the Company’s initial Business Combination or liquidation of the Company. As of September 30, 2023
and December 31, 2022, the Company owed $397,667 and $307,667 under the administrative support agreement, respectively. For the
three and nine months ended September 30, 2023, the Company incurred $30,000 and $90,000 in administrative support fees, respectively.
For the three and nine months ended September 30, 2022, the Company incurred $30,000 and $90,000 in administrative support fees,
respectively.
|
X |
- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.23.3
Promissory Notes
|
9 Months Ended |
Sep. 30, 2023 |
Debt Disclosure [Abstract] |
|
Promissory Notes |
Note
6 – Promissory Notes
During 2023,
the Company entered into six promissory notes with investors that provide for a maximum aggregate borrowing amount of up to $726,500.
These notes are non-interest bearing and are due at the closing of the business combination. In consideration of these loans,
the Company or Sponsor will, upon the closing of the initial business combination, assign and transfer, or cause the assignment
and transfer, to the investors 95,000 shares of Class A common stock.
On May 23,
2023, the Company or Sponsor entered into a promissory note with Polar Multi-Strategy Master Fund (the “Investor”),
pursuant to which the Investor agreed to provide a $500,000 loan to the Company or Sponsor. In consideration of the $500,000 from
the Investor (“Initial Capital Contribution”), the Company or Sponsor will, upon the closing of the initial business
combination, assign and transfer, or cause the assignment and transfer, to Investor 500,000 shares of Class A common stock (as
loan grant shares issuable to a third party in relation to such working capital bridge loan) (“Subscription Shares”)
at a rate of one Class A common stock for each $1.00 of Initial Capital Contribution, or the Investor may elect to receive payments
in cash. The Subscription Shares, if issued, shall be subject to no transfer restrictions or any other lock-up provisions, earn
outs, or other contingencies. The Initial Capital Contribution shall not accrue interest and shall be repaid by the Company, upon
the closing of the initial business combination. The Company or Sponsor will pay to the Investor all repayments Sponsor or the
Company has received within 5 business days of the closing of the initial business combination.
As of September
30, 2023, $1,001,500 was drawn and outstanding under the promissory notes.
The Company’s
Sponsor transfer of Class A shares to the Investor falls under SAB Topic 5T and thus was recognized in the Company’s records
in connection with the funding of the promissory notes as a debt discount totaling $113,400, or approximately $0.18 per share.
The debt discount is accreted as interest expense in the Company’s statements of operations over the terms of the respective
loans. As of September 30, 2023, the Company had an unamortized debt discount of $73,543.
|
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- DefinitionThe entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
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v3.23.3
Derivative Warrant Liabilities
|
9 Months Ended |
Sep. 30, 2023 |
Derivative Warrant Liabilities |
|
Derivative Warrant Liabilities |
Note 7 —Derivative Warrant
Liabilities
As of both
September 30, 2023, and December 31, 2022, there were 10,326,000 public warrants outstanding. As of September 30, 2023 and December
31, 2022 there were 6,217,700 Private Placement Warrants outstanding.
Public
Warrants
Each Warrant
entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject
to adjustment. In addition, if (x) the Company issues additional shares of Class A common stock 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 common stock (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 Sponsor or its affiliates, without taking into
account any Founder Shares held by the Sponsor or its affiliates, 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 the common stock during the 20 trading day period starting
on the trading day prior to the day on which the Company consummates the 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 higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described
below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the
Market Value and the Newly Issued Price.
The warrants
will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon
redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and
not placed in the Trust Account.
The Company
has not registered the shares of Class A common stock issuable upon exercise of the warrants at this time. However, the Company
has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business
Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of Class
A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain
a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified
in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the
warrants is not effective within 90 days after the closing of the initial Business Combination, warrant holders may, until such
time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective
registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act or another exemption. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not
listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section
18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants
to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company
so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company
does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the
extent an exemption is not available.
Private
Placement Warrants
The Private
Placement Warrants and the underlying securities are identical to the public warrants sold as part of the Units in the Initial
Public Offering, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid
with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Redemption
of warrants when the price per share of Class A common stock equals or exceeds $18.00
Once the
warrants become exercisable, the Company may redeem the outstanding warrants (except the Private Placement Warrants):
|
● |
in
whole and not in part; |
|
● |
at
a price of $0.01 per warrant; |
|
● |
upon
a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and |
|
● |
if,
and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits,
stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending
on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
If the Company
calls the warrants for redemption as described above, the management will have the option to require all holders that wish to
exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their
warrants on a “cashless basis,” the management will consider, among other factors, the cash position, the number of
warrants that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of Class A common
stock issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering the
warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants
and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall
mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day
prior to the date on which the notice of redemption is sent to the holders of warrants.
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v3.23.3
Fair Value Measurements
|
9 Months Ended |
Sep. 30, 2023 |
Fair Value Disclosures [Abstract] |
|
Fair Value Measurements |
Note
8 —Fair Value Measurements
The following
table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis
as of September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation techniques that the Company
utilized to determine such fair value.
Schedule
of company’s assets and liabilities that are measured at fair value on a recurring basis
| |
| | |
| | |
| | |
| |
| |
| | |
Quoted Prices In | | |
Significant Other | | |
Significant Other | |
| |
September 30, | | |
Active Markets | | |
Observable Inputs | | |
Unobservable Inputs | |
| |
2023 | | |
(Level 1) | | |
(Level 2) | | |
(Level 3) | |
Assets: | |
| | | |
| | | |
| | | |
| | |
U.S. Money Market
held in Trust Account | |
$ | 9,167,017 | | |
$ | 9,076,719 | | |
$ | — | | |
$ | — | |
| |
$ | 9,167,017 | | |
$ | 9,076,719 | | |
$ | — | | |
$ | — | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Warrant Liability- public | |
$ | 309,780 | | |
$ | 309,780 | | |
$ | — | | |
$ | — | |
Warrant Liability- private | |
| 186,530 | | |
| — | | |
| — | | |
| 186,530 | |
Total Warrant Liability | |
$ | 496,310 | | |
$ | 309,780 | | |
$ | — | | |
$ | 186,530 | |
| |
| | |
Quoted Prices In | | |
Significant Other | | |
Significant Other | |
| |
December 31, | | |
Active Markets | | |
Observable Inputs | | |
Unobservable Inputs | |
| |
2022 | | |
(Level
1) | | |
(Level
2) | | |
(Level
3) | |
Assets: | |
| | | |
| | | |
| | | |
| | |
U.S. Money Market
held in Trust Account | |
$ | 19,429,439 | | |
$ | 19,429,439 | | |
$ | — | | |
$ | — | |
| |
$ | 19,429,439 | | |
$ | 19,429,439 | | |
$ | — | | |
$ | — | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Warrant Liability- public | |
$ | 413,040 | | |
$ | 413,040 | | |
$ | — | | |
$ | — | |
Warrant Liability- private | |
| 248,707 | | |
| — | | |
| — | | |
| 248,707 | |
Total Warrant Liability | |
$ | 661,747 | | |
$ | 413,040 | | |
$ | — | | |
$ | 248,707 | |
Transfers
to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. During the period from February 3, 2021 (inception)
through December 31, 2022, the public warrants began trading separately on July 19, 2021 and thus were transferred from Level
3 to Level 1.
Level 1
assets include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data,
benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.
The Company’s Warrant liability was valued at $496,310 and $661,747 as of September 30, 2023 and December 31, 2022, respectively. Under the guidance in
ASC 815-40 the Warrants do not meet the criteria for equity treatment. As such, the Warrants must be recorded on the balance sheets
at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the valuations
will be adjusted to fair value, with the change in fair value recognized in the Company’s unaudited condensed consolidated
statements of operations.
The Company’s
Warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable
markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs
could result in a material change in fair value. The fair value of the public Warrant liability is classified within Level 1 of
the fair value hierarchy, as the public warrants are actively traded. The fair value of the private Warrant liability is classified
within Level 3 of the fair value hierarchy.
Schedule
of change in the fair value of the public warrant liability for 2023 and 2022 is as follows:
| |
| | |
Private | | |
| |
| |
Public Warrants | | |
Warrants | | |
Warrant | |
| |
Level
1 | | |
Level
3 | | |
Liabilities | |
Warrant liabilities at December 31, 2022 | |
$ | 413,040 | | |
$ | 248,707 | | |
$ | 661,747 | |
Change in Fair Value | |
| 206,520 | | |
| 124,353 | | |
| 330,873 | |
Warrant liabilities at March 31, 2023 | |
| 619,560 | | |
| 373,060 | | |
| 992,620 | |
Change in Fair Value | |
| (206,520 | ) | |
| (124,353 | ) | |
| (330,873 | ) |
Warrant liabilities at June 30, 2023 | |
$ | 413,040 | | |
$ | 248,707 | | |
$ | 661,747 | |
Change in Fair Value | |
| (103,260 | ) | |
| (62,177 | ) | |
| (165,437 | ) |
Warrant liabilities at September 30, 2023 | |
$ | 309,780 | | |
$ | 186,530 | | |
$ | 496,310 | |
| |
| | |
Private | | |
| |
| |
Public Warrants | | |
Warrants | | |
Warrant | |
| |
Level
1 | | |
Level
3 | | |
Liabilities | |
Warrant liabilities at December 31, 2021 | |
$ | 4,749,960 | | |
$ | 2,348,406 | | |
$ | 7,098,366 | |
Change in Fair Value | |
| (3,304,320 | ) | |
| (1,550,042 | ) | |
| (4,854,362 | ) |
Warrant liabilities
at March 31, 2022 | |
| 1,445,640 | | |
| 798,364 | | |
| 2,244,004 | |
Issuance of Private warrants | |
| — | | |
| 232,335 | | |
| 232,335 | |
Change
in Fair Value | |
| (413,040 | ) | |
| (222,399 | ) | |
| (635,439 | ) |
Warrant liabilities at June 30, 2022 | |
$ | 1,032,600 | | |
$ | 808,300 | | |
$ | 1,840,900 | |
Change
in Fair Value | |
| (103,260 | ) | |
| (205,184 | ) | |
| (308,445 | ) |
Warrant liabilities
at September 30, 2022 | |
$ | 929,340 | | |
$ | 603,117 | | |
$ | 1,532,455 | |
The Company
utilized a binomial Monte-Carlo simulation to estimate the fair value of the public warrants at each reporting period for its
warrants that are not actively traded. Inherent in a Monte Carlo simulation are assumptions related to expected share-price
volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based
on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common
stock 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 is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which
the Company anticipates remaining at zero.
The estimated
fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a modified Black-Scholes model are
assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company
estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical
volatility of select peer company’s common stock 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 is assumed to be equivalent to their remaining contractual term. The dividend
rate is based on the historical rate, which the Company anticipates remaining at zero.
The key
inputs into the modified Black-Scholes model were as follows:
Schedule of quantitative information regarding Level 3 fair value measurements inputs
| |
September
30, 2023 | | |
December
31, 2022 | |
Risk-free interest rate | |
| 4.50 | % | |
| 3.91 | % |
Expected term (years) | |
| 5.09 | | |
| 5.42 | |
Expected volatility | |
| 8.1 | % | |
| 5.30 | % |
Stock price | |
$ | 11.02 | | |
$ | 10.54 | |
Strike price | |
$ | 11.50 | | |
$ | 11.50 | |
Dividend yield | |
| 0 | % | |
| 0 | % |
Probability of business combination | |
| 1.50 | % | |
| 3.00 | % |
|
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- DefinitionThe entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.
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v3.23.3
Commitments and Contingencies
|
9 Months Ended |
Sep. 30, 2023 |
Commitments and Contingencies Disclosure [Abstract] |
|
Commitments and Contingencies |
Note
9 — Commitments and Contingencies
Registration
Rights
The holders
of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and
any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of
the working capital loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration
rights agreement signed prior to or on the Effective Date of the Initial Public Offering, requiring the Company to register such
securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders
of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company
registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to
registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require
the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses
incurred in connection with the filing of any such registration statements.
Underwriting
Agreement
The underwriter
had a 45-day option to purchase up to 1,500,000 additional Units to cover any over-allotments, if any, at the Initial Public Offering
price less the underwriting discounts and commissions. On June 17, 2021, the underwriter partially exercised the over-allotment
option and purchased an additional 326,000 Over-Allotment Units, generating an aggregate of gross proceeds of $3,260,000. On June
21, 2021, the underwriter forfeited the right to purchase the remaining 1,174,000 Units of the over-allotment option.
The underwriter
was entitled to an underwriting discount of $0.20 per Unit, or $2,065,200 in the aggregate (reflecting the partial exercise by
the underwriter of its over-allotment option), paid at the closing of the Initial Public Offering. Additionally, $3,614,100 in
the aggregate (reflecting the partial exercise by the underwriter of its over-allotment option), is payable to the underwriter
for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust
Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the Underwriting
Agreement dated May 27, 2021 (the “Underwriting Agreement”) by and between the Company and Maxim.
Amendment
of Underwriting Agreement
On December
15, 2021, in order to resolve certain issues and concerns that have arisen between Maxim and the Company, both parties agreed
to amend the Underwriting Agreement as follows: (i) the Company and Maxim mutually agreed that the rights of first refusal be
deleted and as if no further force and effect, and that Maxim shall have no right of first refusal to act as an underwriter in
any future financing event; (ii) as consideration for the waiver of the right of first refusal, if the Company consummates a business
combination, the Company shall remit to Maxim a one-time cash payment of $2,000,000 at the closing of such business combination
as a mergers and acquisition advisory fee; (iii) the Company and Maxim agreed that the over-allotment option has been limited
to 326,000 Units and that the over-allotment option has terminated as of June 22, 2021; and (iv) the Company and Maxim agreed
that the Company shall not be responsible for any additional reimbursements, out of pocket expenses, or disbursements of Maxim.
For the sake of clarity, all rights and obligations relating to underwriting fees (including but not limited to deferred underwriting
commissions) were not amended or affected by this amendment. The $2,000,000 is recorded as other long-term liabilities in the
accompanying unaudited condensed consolidated balance sheets dated September 30, 2023 and December 31, 2022, respectively.
Representative’s
Class A Common Stock
The Company
has issued to Maxim and/or its designees, 103,260 shares of Class A common stock upon the consummation of the Initial Public Offering
and the partial exercise of the underwriter’s over-allotment. Maxim has agreed not to transfer, assign or sell any such
shares until the completion of the initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights
with respect to such shares in connection with the completion of the initial Business Combination, and (ii) to waive its rights
to liquidating distributions from the Trust Account with respect to such shares if we fail to complete the initial Business Combination
within 12 months, or up to 18 months if the Company uses the one time option to extend the period of time to consummate a Business
Combination from the closing of the Initial Public Offering.
The shares
have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the
commencement of sales of the offering pursuant to Rule 5110I(1) of FINRA’s Rules. Pursuant to FINRA Rule 5110the(1), these
securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic
disposition of the securities by any person for a period of 180 days immediately following the Effective Date of the registration
statement of which the prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period
of 180 days immediately following the commencement of sales of the offering except as permitted by FINRA Rule 5110(e)(2).
Right
of First Refusal
On May 27,
2021, subject to certain conditions, the Company granted Maxim, for a period beginning on the closing of the offering and ending
12 months after the date of the consummation of a business combination, a right of first refusal to act as lead left book-running
managing underwriter with at least 75% of the economics; or, in the case of a three-handed deal 50% of the economics, for any
and all future public and private equity, convertible and debt offerings for the Company or any of the Company’s successors
or subsidiaries. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than
three years from the commencement of sales of the Initial Public Offering.
Captura
Merger Agreement
On August
10, 2022, the Company, Merger Sub 1, Original Sponsor, Captura and Geranen entered into the Captura Merger Agreement. Pursuant
to the Captura Merger Agreement, upon the closing of the business combination, the parties would effect the merger of Merger Sub
1 with and into the Captura, with the Captura continuing as the surviving entity, as a result of which all of the issued and outstanding
capital stock of the Captura shall be exchanged shares of the Class A common stock of the Company upon the terms set forth in
the Captura Merger Agreement.
On October
13, 2022, the parties to the Captura Merger Agreement mutually terminated the Captura Merger Agreement pursuant to Section 8.1(a)
of the Captura Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as a result
of the mutual decision to terminate the Captura Merger Agreement.
Majic
Merger Agreement
On November
15, 2022, the Company entered into the Majic Merger Agreement with Merger Sub 1, Merger Sub 2, ), the Original Sponsor in the
capacity as the representative for the stockholders of the Company, Majic, and Jeffrey H. Coats, an individual, in the capacity
as the representative for the Majic stockholders.
On February
3, 2023, the parties to the Majic Merger Agreement mutually terminated the Majic Merger Agreement pursuant to Section 8.1(a) of
the Majic Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as a result of
the mutual decision to terminate the Majic Merger Agreement.
Purchase
Agreement
On March
13, 2023, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with the Original Sponsor and Sponsor
pursuant to which Sponsor, or an entity designated by the Sponsor, will purchase from the Original Sponsor 2,581,500 shares of
Class B common stock of the Company, par value $0.0001 per share and 5,869,880 Private Placement Warrants, each of which is exercisable
to purchase one share of Class A common stock of the Company, par value $0.0001 per share, for an aggregate purchase price of
$1.00 (the “Purchase Price”) payable at the time the Company effects a merger, share exchange, asset acquisition,
share exchange, asset acquisition, share purchase, recapitalization, reorganization, or business combination.
Pursuant
to the Purchase Agreement, the Sponsor has replaced the Company’s current directors and officers with directors and officers
of the Company selected in the Sponsor’s sole discretion. Joseph Adir, Michael Payne, Eric Blair, and Mitchell Gordon resigned
as directors of the Company, and Joseph Adir, Charles Baumgartner, Ofer Oz, and Ken Hickling resigned as officers of the Company.
Michael Peterson, Donald Fell, Venkatesh Srinivasan, and Siva Saravanan were appointed as directors of the Company. Suren Ajjarapu
was appointed Chief Executive Officer and Chairman of the Company, and Francis Knuettel II was appointed as the Company’s
Chief Financial Officer.
Upon the
closing of the Business Combination, Sponsor shall also convey (i) 250,000 (two hundred and fifty thousand) shares of Class B
common stock to the equityholders of the Original Sponsor, as of the effective date (the “Original Sponsor Equityholders”),
pro rata based on the Original Sponsor Equityholders’ underlying interest in the Company’s Class B common stock, and
(ii) 250,000 (two hundred and fifty thousand) Private Placement Warrants to the Original Sponsor Equityholders, pro rata based
on the Original Sponsor Equityholders’ underlying interest in the Company’s Private Placement Warrants as of the effective
date.
The Purchase
Agreement and change in Company directors and officers are further described in the Form 8-K, filed by the Company on March 13,
2023.
Regentis
Merger Agreement
On May 2,
2023, the Company, Merger Sub, and Regentis, entered into the Merger Agreement, pursuant to which, among other things, Merger
Sub will merge with and into Regentis, with Regentis continuing as the surviving entity after the Merger, as a result of which
Regentis will become a direct, wholly-owned subsidiary of the Company.
Subscription
Agreement
On May 23,
2023, the Company, the Investor, and Sponsor, entered into a Subscription Agreement, pursuant to which, the Sponsor was seeking
to raise the Initial Capital Contribution which will in turn be utilized by the Company to cover working capital expenses. In
consideration for the Initial Capital Contribution, the Company or Sponsor will issue 500,000 shares of Class A Company Stock
(as loan grant shares issuable to a third party in relation to such working capital bridge loan) to the Investor at the close
of the business combination as Subscription Shares at a rate of one Class A common stock for each $1.00 of Initial Capital Contribution,
or the Investor may elect to receive payments in cash. The Subscription Shares, if issued, shall be subject to no transfer restrictions
or any other lock-up provisions, earn outs, or other contingencies.
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v3.23.3
Stockholders’ Deficit
|
9 Months Ended |
Sep. 30, 2023 |
Equity [Abstract] |
|
Stockholders’ Deficit |
Note 10 — Stockholders’
Deficit
Preferred
Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share.
As of September 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.
Class A
common stock— The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value
of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of September 30, 2023 and
December 31, 2022, there were 2,684,760 and 103,260 shares of Class A common stock issued or outstanding, excluding 812,715
and 1,848,503 shares of Class A common stock subject to possible redemption classified as temporary equity, respectively.
Class B
common stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value
of $0.0001 per share. Holders of the Class B common stock are entitled to one vote for each share of common stock. On September
30, 2023 and December 31, 2022, there were no shares and 2,581,500 shares of Class B common stock issued and outstanding, respectively.
On June 17, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 326,000 Over-Allotment
Units. On June 21, 2021, the underwriter forfeited the right to purchase the remaining Units of the over-allotment option, and
hence 293,500 shares of Class B common stock were subsequently forfeited.
The Company’s
initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (i)
year after the date of the consummation of the initial Business Combination or (ii) the date on which the Company consummates
a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to
exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject
to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Notwithstanding
the foregoing, if the closing price of the shares of Class A common stock equals or exceeds $ per share (as adjusted for
stock splits, stock dividends, reorganizations, recapitalizations and the like) for any trading days within any -trading
day period commencing days after the initial Business Combination, the Founder Shares will no longer be subject to the lock-up
provisions.
The shares
of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business
Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations
and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common
stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the prospectus and related
to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into
shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B
common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares
of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate,
on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of
the Initial Public Offering (not including the shares of Class A common stock issuable to Maxim) plus all shares of Class A
common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding
any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private
placement-equivalent units issued to the Sponsor, its affiliates or certain of the Company’s officers and directors upon
conversion of Working Capital Loans made to the Company).
Holders
of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted
to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote.
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v3.23.3
Subsequent Events
|
9 Months Ended |
Sep. 30, 2023 |
Subsequent Events [Abstract] |
|
Subsequent Events |
Note
11 — Subsequent Events
The Company
evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial
statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment
or disclosure in the condensed financial statements, except as noted below.
Promissory
Note
On October
24, 2023, the Company or Sponsor entered into a promissory note with Investor, pursuant to which the Investor agreed to provide
a $250,000 loan to the Company or Sponsor. In consideration of the Initial Capital Contribution, the Company or Sponsor will,
upon the closing of the initial business combination, assign and transfer, or cause the assignment and transfer, to Investor Subscription
Shares at a rate of one Class A common stock for each $1.00 of Initial Capital Contribution, or the Investor may elect to receive
payments in cash. The Subscription Shares, if issued, shall be subject to no transfer restrictions or any other lock-up provisions,
earn outs, or other contingencies. The Initial Capital Contribution shall not accrue interest and shall be repaid by the Company,
upon the closing of the initial business combination. The Company or Sponsor will pay to the Investor all repayments Sponsor or
the Company has received within 5 business days of the closing of the initial business combination.
Nasdaq
Compliance
After the
Hearing with Nasdaq, the Company provided a chart listing each of the initial listing requirements and noted how it planned to
meet each requirement, as requested by Nasdaq at the Hearing.
On October
9, 2023, the Company received a letter from Nasdaq stating that the Panel granted OTEC’s request for an exception until
January 2, 2024, subject to the following:
|
(1) |
On
or before October 20, 2023, OTEC shall demonstrate compliance with MVLS Requirement, and |
| (2) | On
or before January 2, 2024, OTEC shall complete the Business Combination, and establish
compliance with Listing Rule 5505. |
On October
10, 2023, the Company further demonstrated compliance with the MVLS Requirement.
On October
12, 2023, the Company received a letter from Nasdaq stating that the Company regained compliance under the MVLS Requirement. As
such, this deficiency has been cured and the Company is in compliance with Nasdaq’s MVLS Requirement.
The Company
anticipates completing the Business Combination pursuant to the Merger Agreement with Regentis and Merger Sub by the end of 2023,
and upon such completion, expects to establish compliance with the Public Holder Requirement. The Company does not anticipate
that its business operations will be affected and fully intends to regain compliance with the Public Holder Requirement. The Company
will monitor its Nasdaq listing and evaluate its available options to regain compliance with Nasdaq.
Extension
Payment to Trust Account
On October
27, 2023, the Company deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders,
allowing the Company to extend the period of time it has to consummate its initial business combination by one month from November
2, 2023 to December 2, 2023, as the sixth of twelve 1-month extensions permitted under the Company’s governing documents.
Amendment
No. 2 to Form S-4
On November 3, 2023, the Company filed Amendment No. 2 to the initial Form S-4 filed on July 10, 2023.
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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 financial statements
have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities
and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements
prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial
reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial
position, results of operations, or cash flows.
In the opinion of the Company’s management,
the unaudited financial statements as of September 30, 2023, and for the three and six months ended September 30, 2023 include
all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the
Company as of September 30, 2023, and its results of operations and cash flows for the three and nine months ended September 30,
2023. The results of operations for the three and nine months ended September 30, 2023, are not necessarily indicative of the results
to be expected for the full fiscal year ending December 31, 2023 or any future interim period.
|
Principles of Consolidation |
Principles of Consolidation
The accompanying condensed consolidated
financial statements include the accounts of the Company and its wholly-owned subsidiaries, Merger Sub 1 and Merger Sub 2. All
significant intercompany balances and transactions have been eliminated in consolidation.
|
Emerging Growth Company |
Emerging Growth Company
The Company is an “emerging growth
company,” as defined in Section2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012
(the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable
to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with
the 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 stockholder approval of any golden parachute payments not previously approved.
Further, Section102(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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt
out of such extended transition period which means that when a standard is issued or revised and it has different application dates
for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time
private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated
financial statements with another public company which is neither an emerging growth company nor an emerging growth company which
has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.
|
Use of Estimates |
Use of Estimates
The preparation of these unaudited condensed
consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to
exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or
set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate,
could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included
in these consolidated financial statements is the determination of fair value of the warrant liabilities. Such estimates may be
subject to change as more current information becomes available and accordingly, the actual results could differ significantly
from those estimates.
|
Cash and Cash Equivalents |
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have cash equivalents
as of September 30, 2023 and December 31, 2022.
|
Trust Account |
Trust Account
Upon the closing of the Initial Public
Offering and the Private Placement, $104.3 million ($10.10 per Unit) of the net proceeds of the Initial Public Offering and certain
of the proceeds of the Private Placement were held in the Trust Account located in the United States with Continental Stock Transfer
& Trust Company acting as trustee, and invested only in U.S. government treasury obligations with a maturity of 185 days or
less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act 1940, as amended (the
“Investment Company Act”), which will be invested only in direct U.S. government treasury obligations, as determined
by the Company, until the earlier of: (i) the completion of the Business Combination and (ii) the distribution of the Trust Account
as described below.
Upon closing of the offering of the Private
Warrants on June 2, 2022 (as described above) an additional $1.5 million (or $0.15 per Class A share subject to redemption) was
placed in the Trust Account to provide for the Extension as described above.
In connection with the extension vote at
the special meeting of stockholders of the Company on November 29, 2022, stockholders holding 8,477,497 shares of common stock
exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, $87,541,321
(approximately $10.32 per share) was removed from the Trust Account to pay such holders.
On December 1, 2022, the Company caused
to be deposited $125,000 into its Trust Account for its public stockholders, representing $0.067 per public share, allowing the
Company to extend the period of time it has to consummate its initial business combination by one month from December 2, 2022 to
January 2, 2023.
On December 30, 2022, The Company caused
to be deposited $125,000 into its Trust Account for its public stockholders, representing $0.067 per public share, allowing the
Company to extend the period of time it has to consummate its initial business combination by one month from January 2, 2023, to
February 2, 2023.
On February 2, 2023, the Company caused
to be deposited $125,000 into the Company’s Trust Account for its public stockholders, representing $0.067 per public share,
allowing the Company to extend the period of time it has to consummate its initial business combination by one month from February
2, 2023 to March 2, 2023.
On March 2, 2023, the Company caused to
be deposited $125,000 into the Company’s Trust Account for its public stockholders, representing $0.067 per public share,
allowing the Company to extend the period of time it has to consummate its initial business combination by one month from March
2, 2023 to April 2, 2023.
On March 31, 2023, the Company caused to
be deposited $125,000 into the Company’s Trust Account for its public stockholders, representing $0.067 per public share,
allowing the Company to extend the period of time it has to consummate its initial business combination by one month from April
2, 2023 to May 2, 2023.
On May 2, 2023, the Company caused to be
deposited $125,000 into its Trust Account for its public stockholders, representing $0.067 per public share, allowing the Company
to extend the period of time it has to consummate its initial business combination by one month from May 2, 2023, to June 2, 2023.
On June 1, 2023, the Company caused to
be deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the Company
to extend the period of time it has to consummate its initial business combination by one month from June 2, 2023 to July 2, 2023,
as the first of twelve one-month extensions permitted under the Company’s governing documents.
On June 27, 2023, the Company caused to
be deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the Company
to extend the period of time it has to consummate its initial business combination by one month from July 2, 2023 to August 2,
2023, as the second of twelve, 1-month extensions permitted under the Company’s governing documents.
On July 28, 2023, the Company caused to
be deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the Company
to extend the period of time it has to consummate its initial business combination by one month from August 2, 2023 to September
2, 2023, as the third of twelve, 1-month extension permitted under the Company’s governing documents.
On August 30, 2023, the Company caused
to be deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the
Company to extend the period of time it has to consummate its initial business combination by one month from September 2, 2023
to October 2, 2023, as the fourth of twelve, 1-month extension permitted under the Company’s governing documents.
On September 27, 2023, the Company caused
to be deposited $30,000, representing $0.037 per public share, into its Trust Account for its public stockholders, allowing the
Company to extend the period of time it has to consummate its initial business combination by one month from October 2, 2023 to
November 2, 2023, as the fifth of twelve, 1-month extension permitted under the Company’s governing documents.
|
Offering Costs |
Offering Costs
Offering costs consisted of legal, accounting,
underwriting and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to
the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total
proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses
in the unaudited condensed consolidated statements of operations. Offering costs associated with the issuance of Class A common
stock subject to possible redemption were charged to temporary equity upon the completion of the Initial Public Offering. The Company
classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require
the use of current assets or require the creation of current liabilities.
In connection with the Extension payment
on June 2, 2022, the Original Sponsor transferred 1,200,000 of previously issued common stock (as defined in Note 9) from the Founder
Shares (as defined in Note 5) to the investors who participated in the Initial Public Offering. The fair value of the Founder Shares
(as defined in Note 5) was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and 5T. Accordingly,
the offering cost was be allocated to the only financial instruments issued, which were private placement warrants. Offering costs
allocated to derivative warrant liabilities are expensed as incurred in the statement of operations.
|
Fair Value of Financial Instruments |
Fair Value of Financial Instruments
The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,”
approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature.
|
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 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 on the grant date and is then re-valued at each reporting date, with
changes in the fair value reported in the unaudited condensed consolidated 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.
|
Fair Value Measurements |
Fair Value Measurements
Fair value is defined as the price that
would be received for sale of an asset or paid to 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. |
|
Net (Loss) Income Per Common Stock |
Net (Loss) Income Per Common Stock
The Company complies with accounting and
disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are
referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of
shares. Net (loss) income per common stock is calculated by dividing the net (loss) income by the weighted average shares of common
stock outstanding for the respective period.
The calculation of diluted net (loss) income
does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement
warrants to purchase an aggregate of 16,543,700 shares for the three and nine months ended September 30, 2023 and 2022 of Class
A common stock subject to possible redemption in the calculation of diluted (loss) income per share, because they are contingent
on future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net (loss) income
per share is the same as basic net (loss) income per share for the three and nine months ended September 30, 2023 and 2022. Remeasurement
associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair
value.
The basic and diluted (loss) income per
common stock is calculated as follows:
|
|
For the Three Months Ended |
|
|
|
September 30, |
|
|
|
2023 |
|
|
2022 |
|
Common stock subject to possible redemption |
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
Net (loss) income allocable to Class A common stock subject to possible redemption |
|
$ |
(93,776 |
) |
|
$ |
3,244 |
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted Average Redeemable Class A common stock, basic and diluted |
|
|
812,715 |
|
|
|
10,326,000 |
|
Basic and Diluted net (loss) income per share, redeemable Class A common stock |
|
$ |
(0.12 |
) |
|
$ |
0.00 |
|
|
|
|
|
|
|
|
|
|
Non-redeemable common stock |
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
Net (loss) income allocable to non-redeemable common stock |
|
$ |
(309,786 |
) |
|
$ |
844 |
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted Average non-redeemable common stock, basic and diluted |
|
|
2,684,760 |
|
|
|
2,684,760 |
|
Basic and diluted net (loss) income per share, common stock |
|
$ |
(0.12 |
) |
|
$ |
0.00 |
|
|
|
For the Nine Months Ended |
|
|
|
September 30, |
|
|
|
2023 |
|
|
2022 |
|
Common stock subject to possible redemption |
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
Net (loss) income allocable to Class A common stock subject to possible redemption |
|
$ |
(677,336 |
) |
|
$ |
967,807 |
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted Average Redeemable Class A common stock, basic and diluted |
|
|
1,381,829 |
|
|
|
10,326,000 |
|
Basic and Diluted net (loss) income per share, redeemable Class A common stock |
|
$ |
(0.49 |
) |
|
$ |
0.09 |
|
|
|
|
|
|
|
|
|
|
Non-redeemable common stock |
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
Net (loss) income allocable to non-redeemable common stock |
|
$ |
(1,315,997 |
) |
|
$ |
251,630 |
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted Average non-redeemable common stock, basic and diluted |
|
|
2,684,760 |
|
|
|
2,684,760 |
|
Basic and diluted net (loss) income per share, common stock |
|
$ |
(0.49 |
) |
|
$ |
0.09 |
|
|
Income Taxes |
Income Taxes
The Company accounts for income taxes under
ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for
both the expected impact of differences between the unaudited condensed consolidated financial statements and tax basis of assets
and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally
requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will
not be realized. As of September 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance
recorded against it. Our effective tax rate was (11.93%) and 0.00% for the three months ended September 30, 2023 and 2022, respectively.
Our effective tax rate was (4.28%) and 0.00% for the nine months ended September 30, 2023 and 2022, respectively. The effective
tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2023 and 2022, due to changes
in fair value in warrant liability, warrant issuance costs, and the valuation allowance on the deferred tax assets.
While ASC 740 identifies usage of an effective
annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if
they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential
impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year.
The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which
states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise
able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the
interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows
it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective
tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results
through September 30, 2023.
ASC 740 also clarifies the accounting for
uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and
measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax
return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing
authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period,
disclosure and transition.
The Company recognizes accrued interest
and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts
accrued for interest and penalties as of 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 has identified the United States
as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception.
These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions
and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized
tax benefits will materially change over the next twelve months.
|
Redeemable Share Classification |
Redeemable Share Classification
All of the 10,326,000 Class A common stock
sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public
shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the
Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation.
In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99,
redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified
outside of permanent equity. Given that the Class A common stock was issued with other freestanding instruments (i.e., public warrants),
the initial carrying value of Class A common stock classified as temporary equity is the allocated proceeds based on the guidance
in FASB ASC Topic 470-20, “Debt – Debt with Conversion and Other Options.”
Immediately upon the closing of the Initial
Public Offering, the Company recognized the accretion from initial book value to redemption amount, which approximates fair value.
The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional
paid-in capital (to the extent available) and accumulated deficit and Class A common stock.
As of September 30, 2023 and December 31,
2022, the Class A common stock reflected on the balance sheets are reconciled in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2023 |
|
|
December 31, 2022 |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
As of beginning of the period |
|
1,848,503 |
|
|
$ |
19,419,552 |
|
|
10,326,000 |
|
|
$ |
104,292,600 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Extension redemptions on May 27, 2023 and November 29, 2022, respectively |
|
(1,035,788 |
) |
|
|
(11,233,821 |
) |
|
(8,477,497 |
) |
|
|
(87,541,322 |
) |
Plus: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remeasurement of carrying value to redemption value attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accretion of carrying value to redemption value |
|
— |
|
|
|
981,286 |
|
|
— |
|
|
|
2,668,274 |
|
Contingently redeemable Class A common stock subject to possible redemption |
|
812,715 |
|
|
$ |
9,167,017 |
|
|
1,848,503 |
|
|
$ |
19,419,552 |
|
|
Receivable from Sponsor and Payable to Trust Account |
Receivable from Sponsor and Payable to Trust Account
During the nine months ended
September 30, 2023, the Company erroneously overdrew from the Trust Account amounts allocated for tax payments. Accordingly,
at September 30, 2023, the Company had an amount payable to the Trust Account in the amount of $90,298,
which is fully allocable to the contingently redeemable Class A common stock subject to possible redemption. The payable to
trust is to be funded by the Sponsor, and corresponding receivable from the Sponsor has been included within the Investments
held in Trust Account line on the accompanying condensed consolidated balance sheet at September 30, 2023. This amount will
be deposited during the following fiscal quarter.
|
Debt discounts |
Debt discounts
Debt discounts relate to the issuance costs
of the promissory notes to non-related parties (see Note 6), and are included in the condensed consolidated balance sheets as a
direct deduction from the face amount of the promissory notes. Debt discounts are amortized over the term of the related promissory
notes and included in the interest expense.
|
Recent Accounting Pronouncements |
Recent Accounting Pronouncements
In August
2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt – Debt with Conversion and Other Options
(Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)
to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of
beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception
guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional
disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.
ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible
instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified
retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact,
if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.
Management
does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a
material effect on the accompanying unaudited condensed consolidated financial statements.
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- DefinitionDisclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.
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v3.23.3
Summary of Significant Accounting Policies (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Accounting Policies [Abstract] |
|
The basic and diluted (loss) income per common stock is calculated as follows: |
The basic and diluted (loss) income per
common stock is calculated as follows:
|
|
For the Three Months Ended |
|
|
|
September 30, |
|
|
|
2023 |
|
|
2022 |
|
Common stock subject to possible redemption |
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
Net (loss) income allocable to Class A common stock subject to possible redemption |
|
$ |
(93,776 |
) |
|
$ |
3,244 |
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted Average Redeemable Class A common stock, basic and diluted |
|
|
812,715 |
|
|
|
10,326,000 |
|
Basic and Diluted net (loss) income per share, redeemable Class A common stock |
|
$ |
(0.12 |
) |
|
$ |
0.00 |
|
|
|
|
|
|
|
|
|
|
Non-redeemable common stock |
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
Net (loss) income allocable to non-redeemable common stock |
|
$ |
(309,786 |
) |
|
$ |
844 |
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted Average non-redeemable common stock, basic and diluted |
|
|
2,684,760 |
|
|
|
2,684,760 |
|
Basic and diluted net (loss) income per share, common stock |
|
$ |
(0.12 |
) |
|
$ |
0.00 |
|
|
|
For the Nine Months Ended |
|
|
|
September 30, |
|
|
|
2023 |
|
|
2022 |
|
Common stock subject to possible redemption |
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
Net (loss) income allocable to Class A common stock subject to possible redemption |
|
$ |
(677,336 |
) |
|
$ |
967,807 |
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted Average Redeemable Class A common stock, basic and diluted |
|
|
1,381,829 |
|
|
|
10,326,000 |
|
Basic and Diluted net (loss) income per share, redeemable Class A common stock |
|
$ |
(0.49 |
) |
|
$ |
0.09 |
|
|
|
|
|
|
|
|
|
|
Non-redeemable common stock |
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
Net (loss) income allocable to non-redeemable common stock |
|
$ |
(1,315,997 |
) |
|
$ |
251,630 |
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted Average non-redeemable common stock, basic and diluted |
|
|
2,684,760 |
|
|
|
2,684,760 |
|
Basic and diluted net (loss) income per share, common stock |
|
$ |
(0.49 |
) |
|
$ |
0.09 |
|
|
As of September 30, 2023 and December 31, 2022, the Class A common stock reflected on the balance sheets are reconciled in the following table: |
As of September 30, 2023 and December 31,
2022, the Class A common stock reflected on the balance sheets are reconciled in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2023 |
|
|
December 31, 2022 |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
As of beginning of the period |
|
1,848,503 |
|
|
$ |
19,419,552 |
|
|
10,326,000 |
|
|
$ |
104,292,600 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Extension redemptions on May 27, 2023 and November 29, 2022, respectively |
|
(1,035,788 |
) |
|
|
(11,233,821 |
) |
|
(8,477,497 |
) |
|
|
(87,541,322 |
) |
Plus: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remeasurement of carrying value to redemption value attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accretion of carrying value to redemption value |
|
— |
|
|
|
981,286 |
|
|
— |
|
|
|
2,668,274 |
|
Contingently redeemable Class A common stock subject to possible redemption |
|
812,715 |
|
|
$ |
9,167,017 |
|
|
1,848,503 |
|
|
$ |
19,419,552 |
|
|
X |
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- DefinitionTabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.
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v3.23.3
Fair Value Measurements (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Fair Value Disclosures [Abstract] |
|
Schedule of company’s assets and liabilities that are measured at fair value on a recurring basis |
The following
table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis
as of September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation techniques that the Company
utilized to determine such fair value.
Schedule
of company’s assets and liabilities that are measured at fair value on a recurring basis
| |
| | |
| | |
| | |
| |
| |
| | |
Quoted Prices In | | |
Significant Other | | |
Significant Other | |
| |
September 30, | | |
Active Markets | | |
Observable Inputs | | |
Unobservable Inputs | |
| |
2023 | | |
(Level 1) | | |
(Level 2) | | |
(Level 3) | |
Assets: | |
| | | |
| | | |
| | | |
| | |
U.S. Money Market
held in Trust Account | |
$ | 9,167,017 | | |
$ | 9,076,719 | | |
$ | — | | |
$ | — | |
| |
$ | 9,167,017 | | |
$ | 9,076,719 | | |
$ | — | | |
$ | — | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Warrant Liability- public | |
$ | 309,780 | | |
$ | 309,780 | | |
$ | — | | |
$ | — | |
Warrant Liability- private | |
| 186,530 | | |
| — | | |
| — | | |
| 186,530 | |
Total Warrant Liability | |
$ | 496,310 | | |
$ | 309,780 | | |
$ | — | | |
$ | 186,530 | |
| |
| | |
Quoted Prices In | | |
Significant Other | | |
Significant Other | |
| |
December 31, | | |
Active Markets | | |
Observable Inputs | | |
Unobservable Inputs | |
| |
2022 | | |
(Level
1) | | |
(Level
2) | | |
(Level
3) | |
Assets: | |
| | | |
| | | |
| | | |
| | |
U.S. Money Market
held in Trust Account | |
$ | 19,429,439 | | |
$ | 19,429,439 | | |
$ | — | | |
$ | — | |
| |
$ | 19,429,439 | | |
$ | 19,429,439 | | |
$ | — | | |
$ | — | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Warrant Liability- public | |
$ | 413,040 | | |
$ | 413,040 | | |
$ | — | | |
$ | — | |
Warrant Liability- private | |
| 248,707 | | |
| — | | |
| — | | |
| 248,707 | |
Total Warrant Liability | |
$ | 661,747 | | |
$ | 413,040 | | |
$ | — | | |
$ | 248,707 | |
|
Schedule of change in the fair value of the public warrant liability for 2023 and 2022 is as follows: |
The Company’s
Warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable
markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs
could result in a material change in fair value. The fair value of the public Warrant liability is classified within Level 1 of
the fair value hierarchy, as the public warrants are actively traded. The fair value of the private Warrant liability is classified
within Level 3 of the fair value hierarchy.
Schedule
of change in the fair value of the public warrant liability for 2023 and 2022 is as follows:
| |
| | |
Private | | |
| |
| |
Public Warrants | | |
Warrants | | |
Warrant | |
| |
Level
1 | | |
Level
3 | | |
Liabilities | |
Warrant liabilities at December 31, 2022 | |
$ | 413,040 | | |
$ | 248,707 | | |
$ | 661,747 | |
Change in Fair Value | |
| 206,520 | | |
| 124,353 | | |
| 330,873 | |
Warrant liabilities at March 31, 2023 | |
| 619,560 | | |
| 373,060 | | |
| 992,620 | |
Change in Fair Value | |
| (206,520 | ) | |
| (124,353 | ) | |
| (330,873 | ) |
Warrant liabilities at June 30, 2023 | |
$ | 413,040 | | |
$ | 248,707 | | |
$ | 661,747 | |
Change in Fair Value | |
| (103,260 | ) | |
| (62,177 | ) | |
| (165,437 | ) |
Warrant liabilities at September 30, 2023 | |
$ | 309,780 | | |
$ | 186,530 | | |
$ | 496,310 | |
| |
| | |
Private | | |
| |
| |
Public Warrants | | |
Warrants | | |
Warrant | |
| |
Level
1 | | |
Level
3 | | |
Liabilities | |
Warrant liabilities at December 31, 2021 | |
$ | 4,749,960 | | |
$ | 2,348,406 | | |
$ | 7,098,366 | |
Change in Fair Value | |
| (3,304,320 | ) | |
| (1,550,042 | ) | |
| (4,854,362 | ) |
Warrant liabilities
at March 31, 2022 | |
| 1,445,640 | | |
| 798,364 | | |
| 2,244,004 | |
Issuance of Private warrants | |
| — | | |
| 232,335 | | |
| 232,335 | |
Change
in Fair Value | |
| (413,040 | ) | |
| (222,399 | ) | |
| (635,439 | ) |
Warrant liabilities at June 30, 2022 | |
$ | 1,032,600 | | |
$ | 808,300 | | |
$ | 1,840,900 | |
Change
in Fair Value | |
| (103,260 | ) | |
| (205,184 | ) | |
| (308,445 | ) |
Warrant liabilities
at September 30, 2022 | |
$ | 929,340 | | |
$ | 603,117 | | |
$ | 1,532,455 | |
|
Schedule of quantitative information regarding Level 3 fair value measurements inputs |
The key
inputs into the modified Black-Scholes model were as follows:
Schedule of quantitative information regarding Level 3 fair value measurements inputs
| |
September
30, 2023 | | |
December
31, 2022 | |
Risk-free interest rate | |
| 4.50 | % | |
| 3.91 | % |
Expected term (years) | |
| 5.09 | | |
| 5.42 | |
Expected volatility | |
| 8.1 | % | |
| 5.30 | % |
Stock price | |
$ | 11.02 | | |
$ | 10.54 | |
Strike price | |
$ | 11.50 | | |
$ | 11.50 | |
Dividend yield | |
| 0 | % | |
| 0 | % |
Probability of business combination | |
| 1.50 | % | |
| 3.00 | % |
|
X |
- DefinitionTabular disclosure of input and valuation technique used to measure fair value and change in valuation approach and technique for each separate class of asset and liability measured on recurring and nonrecurring basis.
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- DefinitionTabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability.
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- DefinitionTabular disclosure of assets and liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).
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v3.23.3
Description of Organization and Business Operations (Details Narrative) - USD ($)
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1 Months Ended |
3 Months Ended |
9 Months Ended |
12 Months Ended |
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Jul. 27, 2023 |
Jul. 07, 2023 |
May 30, 2023 |
May 30, 2023 |
May 18, 2023 |
Nov. 29, 2022 |
Jun. 17, 2021 |
Jun. 17, 2021 |
Jun. 02, 2021 |
Feb. 28, 2021 |
Jun. 30, 2023 |
Sep. 30, 2023 |
Dec. 31, 2022 |
Sep. 27, 2023 |
Sep. 05, 2023 |
Aug. 31, 2023 |
Aug. 30, 2023 |
Aug. 28, 2023 |
Aug. 08, 2023 |
Jul. 28, 2023 |
Jun. 27, 2023 |
Jun. 01, 2023 |
May 02, 2023 |
Mar. 31, 2023 |
Mar. 13, 2023 |
Mar. 02, 2023 |
Feb. 02, 2023 |
Dec. 30, 2022 |
Dec. 01, 2022 |
Aug. 10, 2022 |
Jun. 02, 2022 |
Jun. 18, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
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Condition for future business combination number of businesses minimum |
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1
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Sponsor fees |
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$ 30,000
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Purchase price, per unit |
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$ 10.32
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Transaction costs |
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$ 690,542
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Underwriting discount |
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2,065,200
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Deferred underwriting discount |
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3,614,100
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Fair value of underwriter shares |
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1,033,633
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Other offering costs |
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769,518
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Transaction costs including accumulated deficit |
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$ 6,791,909
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Aggregate working capital |
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$ 200,000,000
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Condition for future business combination threshold net tangible assets |
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$ 5,000,001
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Share price |
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$ 0.067
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$ 0.037
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$ 0.037
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$ 0.037
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$ 0.037
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$ 0.037
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$ 0.067
|
$ 0.067
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|
$ 0.067
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$ 0.067
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$ 0.067
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$ 0.067
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Amount trust account on each public shares |
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$ 125,000
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Assets held in trust |
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$ 87,541,322
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$ 30,000
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$ 30,000
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$ 30,000
|
$ 30,000
|
$ 30,000
|
$ 125,000
|
$ 125,000
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|
$ 125,000
|
$ 125,000
|
$ 125,000
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$ 125,000
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Sponsor fees, description |
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the Company and Sponsor,
announced that, the Company entered into an unsecured, interest-free promissory note in favor of the Sponsor, pursuant to which
the Sponsor will loan the Company $30,000 per month for up to 12, 1-month extensions, up to an aggregate of $360,000. (See below
regarding the current extensions exercised.)
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Aggregate value |
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$ 360,000
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Business combination term |
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100% of the Company’s Class A common stock included
as part of the units sold in the Initial Public Offering. In connection with each Extension, the Company or Sponsor (or its affiliates
or permitted designees) is required to deposit into the Trust Account $30,000 (collectively, the “Extension Payments”),
and the Sponsor made a non-interest bearing, unsecured loan to the Company in the aggregate of $360,000 for payment of the Extension
Payments.
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Common Stock, Voting Rights |
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the voting on the Extension
Amendment Proposal and the Trust Amendment Proposal at this special meeting, holders of 1,035,788 shares of Class A common stock
(the “Redeeming Stockholder”) exercised the right to redeem such shares. On June 2, 2023, the Company made cash payments
to the Redeeming Stockholders totaling $11,233,821, representing approximately $10.84 per share. Following such payments to the
Redeeming Stockholders, the Trust Account had a balance of approximately $8,814,443. The Company’s remaining shares of Class
A common stock outstanding were 812,715.
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Other description |
On July 27, 2023, the Company filed a Current
Report on Form 8-K stating that the Company fully intends to appeal such determination by requesting a hearing to the Hearings
Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series to stay the suspension
of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision, and on such date the Company
requested the hearing, and wired the $20,000 fee to Nasdaq for the hearing, prior to 4:00 p.m. Eastern Time on August 1, 2023,
as required in the Delisting Letter. The hearing with the Panel was then scheduled for September 21, 2023 (the “Hearing”).
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Addition securities |
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$ 28,706,280
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$ 38,891,922
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Marketable securities current |
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$ 10,185,642
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$ 35,000,000
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Stock closing price, per share |
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$ 11.12
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Cash |
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$ 74,916
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Working capital deficit |
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4,873,521
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Number of common shares elected to redeem |
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1,035,788
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Liability on trust redemptions |
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$ (112,338)
|
112,338
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Promissory Note with Related Party [Member] |
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Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
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Repayments of related party advances |
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1,375,996
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$ 323,039
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Maximum [Member] | Merger Agreement Member |
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Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
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Merger consideration |
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$ 96,000,000
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Minimum [Member] | Merger Agreement Member |
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Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
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Merger consideration |
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$ 95,000,000
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Trust Account Member |
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Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
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Assets held in trust |
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|
$ 30,000
|
$ 30,000
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Unsecured debt |
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$ 360,000
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$ 360,000
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Common Class B [Member] |
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Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
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Sale of private placement warrants (in shares) |
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2,581,500
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Deferred offering costs |
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$ 1,200,000
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Convertible, per share |
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$ 0.0001
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Liability on trust redemptions |
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Common Class A [Member] |
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Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
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Convertible, per share |
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$ 0.0001
|
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Liability on trust redemptions |
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Sponsor [Member] | Founder Share [Member] |
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Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
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|
Aggregate purchase price |
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|
$ 25,000
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|
Sponsor [Member] | Common Class B [Member] | Founder Share [Member] |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred offering costs |
|
|
|
|
|
|
|
|
|
$ 25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private Placement Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of private placement warrants (in shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,869,880
|
|
|
|
|
|
1,548,900
|
|
Exercise price of warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1.00
|
|
Public Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price of warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.15
|
|
Public Warrants [Member] | Common Class A [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price of warrants |
|
|
|
|
|
|
|
|
|
|
|
$ 11.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price |
|
|
|
|
|
|
|
|
|
|
|
$ 9.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of private placement warrants (in shares) |
|
|
|
|
|
8,477,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IPO [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of units issued |
|
|
|
|
|
|
|
|
10,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price, per unit |
|
|
|
|
|
|
|
|
$ 10.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from initial public offering, net of underwriting discount |
|
|
|
|
|
|
|
|
$ 100,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction costs |
|
|
|
|
|
|
|
|
$ 7,482,451
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price |
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.067
|
$ 0.037
|
|
|
$ 0.037
|
|
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.067
|
|
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
|
|
|
Assets held in trust |
|
|
|
|
|
|
|
|
|
|
|
|
$ 125,000
|
$ 30,000
|
|
|
$ 30,000
|
|
|
$ 30,000
|
$ 30,000
|
$ 30,000
|
$ 125,000
|
|
|
$ 125,000
|
$ 125,000
|
$ 125,000
|
$ 125,000
|
|
|
|
IPO [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of units issued |
|
|
|
|
|
|
|
|
|
11,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IPO [Member] | Public Warrants [Member] | Common Class A [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price of warrants |
|
|
|
|
|
|
|
|
$ 11.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private Placement [Member] | Private Placement Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of private placement warrants (in shares) |
|
|
|
|
|
|
97,800
|
97,800
|
4,571,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants price (in dollars per share) |
|
|
|
|
|
|
|
|
$ 1.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of Private Placement Warrants |
|
|
|
|
|
|
|
$ 97,800
|
$ 4,571,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price of warrants |
|
|
|
|
|
|
$ 1.00
|
$ 1.00
|
$ 1.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private Placement [Member] | Private Placement Warrants [Member] | Sponsor [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of private placement warrants (in shares) |
|
|
|
|
|
|
|
|
3,871,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74,980
|
Private Placement [Member] | Private Placement Warrants [Member] | Maxim Groups Llc [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of private placement warrants (in shares) |
|
|
|
|
|
|
22,820
|
22,820
|
700,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Over-Allotment Option [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of units issued |
|
|
|
|
|
|
326,000
|
326,000
|
1,500,000
|
|
|
1,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price, per unit |
|
|
|
|
|
|
$ 10.00
|
$ 10.00
|
$ 10.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from initial public offering, net of underwriting discount |
|
|
|
|
|
|
|
$ 326,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of units |
|
|
|
|
|
|
$ 3,260,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting fees |
|
|
|
|
|
|
$ 65,200
|
$ 65,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Executive Officer [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sponsor fees |
|
|
|
|
|
|
|
|
|
|
|
$ 25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Financial Officer [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sponsor fees |
|
|
|
|
|
|
|
|
|
|
|
$ 5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
- DefinitionThe element represents aggregate net working capital deficit.
+ References
+ Details
Name: |
tmb_AggregateNetWorkingCapitalDeficit |
Namespace Prefix: |
tmb_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe element represents amount of trust account on each public shares.
+ References
+ Details
Name: |
tmb_AmountOfTrustAccountOnEachPublicShares |
Namespace Prefix: |
tmb_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe element represents common stock closing price.
+ References
+ Details
Name: |
tmb_CommonStockClosingPrice |
Namespace Prefix: |
tmb_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe element represents condition for future business combination number of businesses minimum.
+ References
+ Details
Name: |
tmb_ConditionForFutureBusinessCombinationNumberOfBusinessesMinimum |
Namespace Prefix: |
tmb_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe element represents condition for future business combination threshold net tangible assets.
+ References
+ Details
Name: |
tmb_ConditionForFutureBusinessCombinationThresholdNetTangibleAssets |
Namespace Prefix: |
tmb_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThe element represents deferred underwriting discount.
+ References
+ Details
Name: |
tmb_DeferredUnderwritingDiscount |
Namespace Prefix: |
tmb_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThe element represents fair value of underwriter.
+ References
+ Details
Name: |
tmb_FairValueOfUnderwriter |
Namespace Prefix: |
tmb_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThe element represents recognition of excise liability on trust redemptions.
+ References
+ Details
Name: |
tmb_RecognitionOfExciseLiabilityOnTrustRedemptions |
Namespace Prefix: |
tmb_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe element represents sale of stock other offering costs.
+ References
+ Details
Name: |
tmb_SaleOfStockOtherOfferingCosts |
Namespace Prefix: |
tmb_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe element represents sale of stock underwriting fees.
+ References
+ Details
Name: |
tmb_SaleOfStockUnderwritingFees |
Namespace Prefix: |
tmb_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe element represents transaction costs including accumulated deficit.
+ References
+ Details
Name: |
tmb_TransactionCostsIncludingAccumulatedDeficit |
Namespace Prefix: |
tmb_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe element represents underwriting discount.
+ References
+ Details
Name: |
tmb_UnderwritingDiscount |
Namespace Prefix: |
tmb_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThe element represents units issued during period shares new issues.
+ References
+ Details
Name: |
tmb_UnitsIssuedDuringPeriodSharesNewIssues |
Namespace Prefix: |
tmb_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe element represents units issued during period value new issues.
+ References
+ Details
Name: |
tmb_UnitsIssuedDuringPeriodValueNewIssues |
Namespace Prefix: |
tmb_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe element represents working capital deficit.
+ References
+ Details
Name: |
tmb_WorkingCapitalDeficit |
Namespace Prefix: |
tmb_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe aggregate fair value of additional assets that would be required to be posted as collateral for derivative instruments with credit-risk-related contingent features if the credit-risk-related contingent features were triggered at the end of the reporting period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4H -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480434/815-10-50-4H
+ Details
Name: |
us-gaap_AdditionalCollateralAggregateFairValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
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v3.23.3
The basic and diluted (loss) income per common stock is calculated as follows: (Details) - USD ($)
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Common Class A Subject to Redemption [Member] |
|
|
|
|
Net income allocable to Class A common stock subject to possible redemption |
$ (93,776)
|
$ 3,244
|
$ (677,336)
|
$ 967,807
|
Weighted average redeemable common stock, basic |
812,715
|
10,326,000
|
1,381,829
|
10,326,000
|
Weighted average redeemable common stock, diluted |
812,715
|
10,326,000
|
1,381,829
|
10,326,000
|
Redeemable net income loss per share, diluted |
$ (0.12)
|
$ 0.00
|
$ (0.49)
|
$ 0.09
|
Redeemable net income loss per share, basic |
$ (0.12)
|
$ 0.00
|
$ (0.49)
|
$ 0.09
|
Common Share Not Subject Redemption [Member] |
|
|
|
|
Weighted average redeemable common stock, basic |
2,684,760
|
2,684,760
|
2,684,760
|
2,684,760
|
Net (loss) income allocable to non-redeemable common stock |
$ (309,786)
|
$ 844
|
$ (1,315,997)
|
$ 251,630
|
Weighted average non redeemable common stock, basic |
2,684,760
|
2,684,760
|
2,684,760
|
2,684,760
|
Weighted average non redeemable common stock, diluted |
2,684,760
|
2,684,760
|
2,684,760
|
2,684,760
|
Non redeemable net income loss per share. diluted |
$ (0.12)
|
$ 0.00
|
$ (0.49)
|
$ 0.09
|
Non redeemable net income loss per share. basic |
$ (0.12)
|
$ 0.00
|
$ (0.49)
|
$ 0.09
|
X |
- DefinitionThe element represents earnings per share basic non redeemable one.
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v3.23.3
As of September 30, 2023 and December 31, 2022, the Class A common stock reflected on the balance sheets are reconciled in the following table: (Details) - USD ($)
|
9 Months Ended |
12 Months Ended |
Sep. 30, 2023 |
Dec. 31, 2022 |
Extension redemptions on November 29, 2022 (in shares) |
(1,035,788)
|
(8,477,497)
|
Extension redemptions on November 29, 2022 |
$ (11,233,821)
|
$ (87,541,322)
|
Trust earnings |
$ 981,286
|
$ 2,668,274
|
Common Class A Subject to Redemption [Member] |
|
|
Temporary equity, shares outstanding (in shares) |
1,848,503
|
10,326,000
|
Temporary equity, carrying amount, attributable to parent |
$ 19,419,552
|
$ 104,292,600
|
Temporary equity, shares outstanding (in shares) |
812,715
|
1,848,503
|
Temporary equity, carrying amount, attributable to parent |
$ 9,167,017
|
$ 19,419,552
|
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v3.23.3
Summary of Significant Accounting Policies (Details Narrative) - USD ($)
|
|
3 Months Ended |
9 Months Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jun. 02, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 27, 2023 |
Aug. 31, 2023 |
Aug. 30, 2023 |
Jul. 28, 2023 |
Jun. 27, 2023 |
Jun. 01, 2023 |
May 02, 2023 |
Mar. 31, 2023 |
Mar. 13, 2023 |
Mar. 02, 2023 |
Feb. 02, 2023 |
Dec. 31, 2022 |
Dec. 30, 2022 |
Dec. 01, 2022 |
Nov. 29, 2022 |
Dec. 31, 2021 |
Jun. 02, 2021 |
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents |
|
$ 0
|
|
$ 0
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0
|
|
|
|
|
|
Share price |
|
|
|
|
|
$ 0.037
|
$ 0.037
|
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.067
|
$ 0.067
|
|
$ 0.067
|
$ 0.067
|
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
|
|
Assets held in trust |
|
|
|
|
|
$ 30,000
|
$ 30,000
|
|
$ 30,000
|
$ 30,000
|
$ 30,000
|
$ 125,000
|
$ 125,000
|
|
$ 125,000
|
$ 125,000
|
|
$ 125,000
|
$ 125,000
|
$ 87,541,322
|
|
|
Purchase price, per unit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 10.32
|
|
|
Effective tax rate |
|
11.93%
|
0.00%
|
4.28%
|
0.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate |
|
21.00%
|
21.00%
|
21.00%
|
21.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognized tax benefits |
|
$ 0
|
|
$ 0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognized tax benefits, income tax penalties and interest accrued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
Accounts Payable, Current |
|
$ 90,298
|
|
$ 90,298
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Class B [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of private placement warrants (in shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,581,500
|
|
|
|
|
|
|
|
|
Shares transferred in extension offering |
1,200,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Class A Subject to Redemption [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anti-dilutive securities attributable to warrants (in shares) |
|
16,543,700
|
16,543,700
|
16,543,700
|
16,543,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Temporary equity, shares outstanding |
|
812,715
|
|
812,715
|
|
|
|
|
|
|
|
|
|
|
|
|
1,848,503
|
|
|
|
10,326,000
|
|
Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of private placement warrants (in shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,477,497
|
|
|
IPO and Private Placement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance initial public offering and private placement |
|
|
|
$ 104,300,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price |
|
$ 10.10
|
|
$ 10.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional amount placed in trust account |
$ 1,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common stock subject to possible redemption, share price |
$ 0.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IPO [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price |
|
|
|
|
|
$ 0.037
|
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.067
|
|
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
|
|
|
Assets held in trust |
|
|
|
|
|
$ 30,000
|
|
$ 30,000
|
$ 30,000
|
$ 30,000
|
$ 30,000
|
$ 125,000
|
|
|
$ 125,000
|
$ 125,000
|
$ 125,000
|
$ 125,000
|
$ 125,000
|
|
|
|
Purchase price, per unit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 10.00
|
IPO [Member] | Common Class A [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Temporary equity, shares outstanding |
|
10,326,000
|
|
10,326,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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v3.23.3
Initial Public Offering (Details Narrative) - USD ($)
|
|
|
9 Months Ended |
|
|
|
Jun. 17, 2021 |
Jun. 17, 2021 |
Jun. 02, 2021 |
Sep. 30, 2023 |
Dec. 31, 2022 |
Nov. 29, 2022 |
Jun. 02, 2022 |
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
Purchase price, per unit |
|
|
|
|
|
$ 10.32
|
|
Common Class A [Member] |
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
Common stock, par value (in dollars per share) |
|
|
|
$ 0.0001
|
$ 0.0001
|
|
|
Public Warrants [Member] |
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
Exercise price of warrants |
|
|
|
|
|
|
$ 0.15
|
Public Warrants [Member] | Common Class A [Member] |
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
Number of warrants in a unit |
|
|
1
|
1
|
|
|
|
Exercise price of warrants |
|
|
|
$ 11.50
|
|
|
|
IPO [Member] |
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
Number of units issued |
|
|
10,000,000
|
|
|
|
|
Purchase price, per unit |
|
|
$ 10.00
|
|
|
|
|
Proceeds from initial public offering, net of underwriting discount |
|
|
$ 100,000,000
|
|
|
|
|
IPO [Member] | Common Class A [Member] |
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
Common stock, par value (in dollars per share) |
|
|
$ 0.0001
|
|
|
|
|
Number of shares in a unit |
|
|
1
|
|
|
|
|
IPO [Member] | Public Warrants [Member] | Common Class A [Member] |
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
Number of shares issuable per warrant |
|
|
1
|
|
|
|
|
Exercise price of warrants |
|
|
$ 11.50
|
|
|
|
|
Over-Allotment Option [Member] |
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
Number of units issued |
326,000
|
326,000
|
1,500,000
|
1,500,000
|
|
|
|
Purchase price, per unit |
$ 10.00
|
$ 10.00
|
$ 10.00
|
|
|
|
|
Proceeds from initial public offering, net of underwriting discount |
$ 326,000,000
|
|
|
|
|
|
|
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- DefinitionThe element represents number of shares issued per unit.
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- DefinitionExercise price per share or per unit of warrants or rights outstanding.
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- DefinitionFace amount or stated value per share of common stock.
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v3.23.3
Private Placement (Details Narrative) - USD ($)
|
|
|
9 Months Ended |
|
|
|
Jun. 17, 2021 |
Jun. 17, 2021 |
Jun. 02, 2021 |
Sep. 30, 2023 |
Mar. 13, 2023 |
Jun. 02, 2022 |
Jun. 18, 2021 |
Over-Allotment Option [Member] |
|
|
|
|
|
|
|
Class of Warrant or Right [Line Items] |
|
|
|
|
|
|
|
Number of units issued |
326,000
|
326,000
|
1,500,000
|
1,500,000
|
|
|
|
Private Placement Warrants [Member] |
|
|
|
|
|
|
|
Class of Warrant or Right [Line Items] |
|
|
|
|
|
|
|
Number of warrants to purchase of shares issued |
|
|
|
|
5,869,880
|
1,548,900
|
|
Exercise price of warrant |
|
|
|
|
|
$ 1.00
|
|
Private Placement Warrants [Member] | Private Placement [Member] |
|
|
|
|
|
|
|
Class of Warrant or Right [Line Items] |
|
|
|
|
|
|
|
Number of warrants to purchase of shares issued |
97,800
|
97,800
|
4,571,000
|
|
|
|
|
Exercise price of warrant |
$ 1.00
|
$ 1.00
|
$ 1.00
|
|
|
|
|
Proceeds from issuance of warrants |
$ 97,800
|
|
$ 4,571,000
|
|
|
|
|
Private Placement Warrants [Member] | Private Placement [Member] | Sponsor [Member] |
|
|
|
|
|
|
|
Class of Warrant or Right [Line Items] |
|
|
|
|
|
|
|
Number of warrants to purchase of shares issued |
|
|
3,871,000
|
|
|
|
74,980
|
Private Placement Warrants [Member] | Private Placement [Member] | Maxim Groups Llc [Member] |
|
|
|
|
|
|
|
Class of Warrant or Right [Line Items] |
|
|
|
|
|
|
|
Number of warrants to purchase of shares issued |
22,820
|
22,820
|
700,000
|
|
|
|
|
X |
- DefinitionThe element represents units issued during period shares new issues.
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- DefinitionExercise price per share or per unit of warrants or rights outstanding.
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- DefinitionNumber of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares.
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- DefinitionThe cash inflow from issuance of rights to purchase common shares at predetermined price (usually issued together with corporate debt).
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v3.23.3
Related Party Transactions (Details Narrative) - USD ($)
|
|
|
|
|
|
|
1 Months Ended |
3 Months Ended |
9 Months Ended |
12 Months Ended |
|
May 18, 2023 |
Mar. 13, 2023 |
Mar. 13, 2023 |
Jun. 02, 2022 |
Jun. 21, 2021 |
Jun. 17, 2021 |
Jun. 17, 2021 |
Jun. 02, 2021 |
Feb. 28, 2021 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Feb. 14, 2021 |
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of stock, amount converted |
|
|
|
$ 3,600,000
|
|
|
|
|
|
|
|
|
|
|
|
Fair value per share converted |
|
|
|
$ 3
|
|
|
|
|
|
|
|
|
|
|
|
Sponsor fees |
$ 30,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate value |
$ 360,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related party transaction, amounts of transaction |
|
|
|
|
|
|
|
|
|
|
|
$ 10,000
|
|
|
|
Intial Business Combination Member |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, shares outstanding |
|
|
|
|
|
|
|
|
|
250,000
|
|
250,000
|
|
|
|
IPO [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum shares issue |
|
|
|
|
|
|
|
10,000,000
|
|
|
|
|
|
|
|
Over-Allotment Option [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum shares issue |
|
|
|
|
|
326,000
|
326,000
|
1,500,000
|
|
|
|
1,500,000
|
|
|
|
Private Placement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued during period, shares, new issues |
|
5,869,880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private Placement [Member] | Intial Business Combination Member |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued during period, shares, new issues |
|
|
|
|
|
|
|
|
|
|
|
250,000
|
|
|
|
Maximum [Member] | IPO [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum shares issue |
|
|
|
|
|
|
|
|
11,500,000
|
|
|
|
|
|
|
Common Class B [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Offering costs |
|
|
|
$ 1,200,000
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares subject to forfeiture |
|
|
|
|
293,500
|
|
|
|
|
|
|
|
|
|
|
Common stock, shares outstanding |
|
|
|
|
|
|
|
|
|
0
|
|
0
|
|
2,581,500
|
|
Common Class B [Member] | Private Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of stock, shares converted |
|
|
|
1,200,000
|
|
|
|
|
|
|
|
|
|
|
|
Founder Share [Member] | Over-Allotment Option [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares subject to forfeiture |
|
|
|
|
326,000
|
|
|
|
|
|
|
|
|
|
|
Founder Share [Member] | Common Class B [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares subject to forfeiture |
|
|
|
|
2,581,500
|
|
|
|
|
|
|
|
|
|
|
Founder Share [Member] | Sponsor [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of stock, amount converted |
|
|
$ 464,670
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value per share converted |
|
$ 0.18
|
$ 0.18
|
|
|
|
|
|
|
|
|
|
|
|
|
Share converted |
|
|
2,581,500
|
|
|
|
|
|
|
|
|
|
|
|
|
Founder Share [Member] | Sponsor [Member] | Common Class B [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Offering costs |
|
|
|
|
|
|
|
|
$ 25,000
|
|
|
|
|
|
|
Stock issued during period, shares, new issues |
|
|
|
|
293,500
|
|
|
|
2,875,000
|
|
|
|
|
|
|
Percentage of oustanding shares |
|
|
|
|
|
|
|
|
20.00%
|
|
|
|
|
|
|
Restrictions on transfer period of time after business combination completion |
|
|
|
|
|
|
|
|
|
|
|
1 year
|
|
|
|
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
$ 12.00
|
|
|
|
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination |
|
|
|
|
|
|
|
|
|
|
|
20 days
|
|
|
|
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination |
|
|
|
|
|
|
|
|
|
|
|
30 days
|
|
|
|
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences |
|
|
|
|
|
|
|
|
|
|
|
150 days
|
|
|
|
Founder Share [Member] | Sponsor [Member] | Common Class B [Member] | Over-Allotment Option [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares subject to forfeiture |
|
|
|
|
|
|
|
|
375,000
|
|
|
|
|
|
|
Promissory Note with Related Party [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum borrowing capacity of related party promissory note |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 300,000
|
Notes payable, related parties |
|
|
|
|
|
|
|
|
|
$ 448,039
|
|
$ 448,039
|
|
$ 323,039
|
|
Related Party Loans [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum loans convertible into warrants |
|
|
|
|
|
|
|
|
|
$ 1,500,000
|
|
$ 1,500,000
|
|
|
|
Warrants price per unit |
|
|
|
|
|
|
|
|
|
$ 1.00
|
|
$ 1.00
|
|
|
|
Administrative Support Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related party transaction, amounts of transaction |
|
|
|
|
|
|
|
|
|
$ 30,000
|
$ 30,000
|
$ 90,000
|
$ 90,000
|
|
|
Debt instrument related to administrative support agreement |
|
|
|
|
|
|
|
|
|
|
|
$ 397,667
|
|
$ 307,667
|
|
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v3.23.3
Promissory Notes (Details Narrative) - USD ($)
|
|
9 Months Ended |
|
May 23, 2023 |
Sep. 30, 2023 |
May 18, 2023 |
Short-Term Debt [Line Items] |
|
|
|
Aggregate value |
|
|
$ 360,000
|
Promissory Notes [Member] | Investor [Member] |
|
|
|
Short-Term Debt [Line Items] |
|
|
|
Aggregate borrowing amount |
|
$ 726,500
|
|
Promissary notes outstanding amount |
|
1,001,500
|
|
Debt discount total |
|
$ 113,400
|
|
Debt discount per share |
|
$ 0.18
|
|
Unamortized debt discount |
|
$ 73,543
|
|
Promissory Notes [Member] | Investor [Member] | Common Class A [Member] |
|
|
|
Short-Term Debt [Line Items] |
|
|
|
Stock issued during period, shares, new issues |
|
95,000
|
|
Promissory Notes [Member] | Polar Multi Strategy Master Fund Member |
|
|
|
Short-Term Debt [Line Items] |
|
|
|
Aggregate value |
$ 500,000
|
|
|
Promissory Notes [Member] | Polar Multi Strategy Master Fund Member | Common Class A [Member] |
|
|
|
Short-Term Debt [Line Items] |
|
|
|
Stock issued during period, shares, new issues |
500,000
|
|
|
X |
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v3.23.3
Derivative Warrant Liabilities (Details Narrative) - $ / shares
|
|
9 Months Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jun. 02, 2021 |
Sep. 30, 2023 |
Sep. 27, 2023 |
Aug. 31, 2023 |
Jul. 28, 2023 |
Jun. 27, 2023 |
Jun. 01, 2023 |
May 02, 2023 |
Mar. 31, 2023 |
Mar. 02, 2023 |
Feb. 02, 2023 |
Dec. 31, 2022 |
Dec. 30, 2022 |
Dec. 01, 2022 |
Nov. 29, 2022 |
Jun. 02, 2022 |
Share price |
|
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
|
Number of trading days on which fair market value of shares is reported |
|
10 days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Public Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants outstanding |
|
10,326,000
|
|
|
|
|
|
|
|
|
|
10,326,000
|
|
|
|
|
Exercise price of warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.15
|
Threshold period for filling registration statement after business combination |
|
15 days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum threshold period for registration statement to become effective after business combination |
|
90 days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Public Warrants [Member] | Common Class A [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of warrants in a unit |
1
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price of warrants |
|
$ 11.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price |
|
$ 9.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant |
|
60.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Threshold consecutive trading days |
|
20 days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price trigger |
|
$ 9.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of gross proceeds on total equity proceeds |
|
115.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock price trigger for redemption of public warrants (in dollars per share) |
|
$ 18.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) |
|
180.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Public Warrants expiration term |
|
5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private Placement Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants outstanding |
|
6,217,700
|
|
|
|
|
|
|
|
|
|
6,217,700
|
|
|
|
|
Exercise price of warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1.00
|
Private Placement Warrants [Member] | Redemption of Warrants When Price Per Share of Class Common Stock Equals or Exceeds18.00 [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant redemption condition minimum share price |
|
$ 18.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redemption price per public warrant (in dollars per share) |
|
$ 0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redemption period |
|
30 days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
class of warrant or right, redemption of warrants or rights, , threshold trading days |
|
20 days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
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v3.23.3
Schedule of company’s assets and liabilities that are measured at fair value on a recurring basis (Details) - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
U.S. Money Market held in Trust Account |
$ 9,167,017
|
$ 19,429,439
|
Fair Value, Recurring [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
U.S. Money Market held in Trust Account |
9,167,017
|
19,429,439
|
Warrant Liabilities |
496,310
|
661,747
|
Fair Value, Recurring [Member] | Public Warrants [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Warrant Liabilities |
309,780
|
413,040
|
Fair Value, Recurring [Member] | Private Placement Warrants [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Warrant Liabilities |
186,530
|
248,707
|
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
U.S. Money Market held in Trust Account |
9,076,719
|
19,429,439
|
Warrant Liabilities |
309,780
|
413,040
|
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Warrant Liabilities |
186,530
|
248,707
|
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Warrant Liabilities |
186,530
|
248,707
|
U S Money Market Funds Member | Fair Value, Recurring [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
U.S. Money Market held in Trust Account |
9,167,017
|
19,429,439
|
U S Money Market Funds Member | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
U.S. Money Market held in Trust Account |
$ 9,076,719
|
$ 19,429,439
|
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v3.23.3
Schedule of change in the fair value of the public warrant liability for 2023 and 2022 is as follows: (Details) - USD ($)
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Sep. 30, 2022 |
Jun. 30, 2022 |
Mar. 31, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
|
|
|
|
|
|
Warrant liabilities at beginning of period |
$ 661,747
|
$ 992,620
|
$ 661,747
|
$ 1,840,900
|
$ 2,244,004
|
$ 7,098,366
|
$ 661,747
|
$ 7,098,366
|
Change in fair value |
(165,437)
|
(330,873)
|
330,873
|
(308,445)
|
(635,439)
|
(4,854,362)
|
(165,437)
|
(5,798,246)
|
Warrant liabilities at end of period |
496,310
|
661,747
|
992,620
|
1,532,455
|
1,840,900
|
2,244,004
|
496,310
|
1,532,455
|
Issuance of Private warrants as part on June 2, 2022 |
|
|
|
|
232,335
|
|
|
|
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] |
|
|
|
|
|
|
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
|
|
|
|
|
|
Warrant liabilities at beginning of period |
413,040
|
619,560
|
413,040
|
1,032,600
|
1,445,640
|
4,749,960
|
413,040
|
4,749,960
|
Change in fair value |
(103,260)
|
(206,520)
|
206,520
|
(103,260)
|
(413,040)
|
(3,304,320)
|
|
|
Warrant liabilities at end of period |
309,780
|
413,040
|
619,560
|
929,340
|
1,032,600
|
1,445,640
|
309,780
|
929,340
|
Issuance of Private warrants as part on June 2, 2022 |
|
|
|
|
|
|
|
|
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] |
|
|
|
|
|
|
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
|
|
|
|
|
|
Warrant liabilities at beginning of period |
248,707
|
373,060
|
248,707
|
808,300
|
798,364
|
2,348,406
|
248,707
|
2,348,406
|
Change in fair value |
(62,177)
|
(124,353)
|
124,353
|
(205,184)
|
(222,399)
|
(1,550,042)
|
|
|
Warrant liabilities at end of period |
$ 186,530
|
$ 248,707
|
$ 373,060
|
$ 603,117
|
808,300
|
$ 798,364
|
$ 186,530
|
$ 603,117
|
Issuance of Private warrants as part on June 2, 2022 |
|
|
|
|
$ 232,335
|
|
|
|
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v3.23.3
Schedule of quantitative information regarding Level 3 fair value measurements inputs (Details) - Fair Value, Inputs, Level 3 [Member] - Modified Black Scholes Model [Member]
|
Sep. 30, 2023
N
$ / shares
|
Dec. 31, 2022
N
$ / shares
|
Measurement Input, Risk Free Interest Rate [Member] |
|
|
Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
Measurement inputs |
0.0450
|
0.0391
|
Measurement Input, Expected Term [Member] |
|
|
Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
Expected term (years) |
5 years 1 month 2 days
|
5 years 5 months 1 day
|
Measurement Input, Price Volatility [Member] | Pre Announcement [Member] |
|
|
Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
Measurement inputs |
0.081
|
0.0530
|
Measurement Input, Share Price [Member] |
|
|
Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
Strike price | $ / shares |
$ 11.02
|
$ 10.54
|
Measurement Input, Exercise Price [Member] |
|
|
Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
Strike price | $ / shares |
$ 11.50
|
$ 11.50
|
Measurement Input, Expected Dividend Rate [Member] |
|
|
Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
Measurement inputs |
0
|
0
|
Measurement Input Probability of Completing Business Combination [Member] |
|
|
Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
Measurement inputs |
0.0150
|
0.0300
|
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X |
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v3.23.3
Commitments and Contingencies (Details Narrative)
|
|
|
|
|
9 Months Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mar. 13, 2023
$ / shares
shares
|
Jun. 21, 2021
shares
|
Jun. 17, 2021
shares
|
Jun. 17, 2021
USD ($)
shares
|
Jun. 02, 2021
shares
|
Sep. 30, 2023
USD ($)
N
$ / shares
shares
|
Sep. 27, 2023
$ / shares
|
Aug. 31, 2023
$ / shares
|
Jul. 28, 2023
$ / shares
|
Jun. 27, 2023
$ / shares
|
Jun. 01, 2023
$ / shares
|
May 23, 2023
$ / shares
shares
|
May 02, 2023
$ / shares
|
Mar. 31, 2023
$ / shares
|
Mar. 02, 2023
$ / shares
|
Feb. 02, 2023
$ / shares
|
Dec. 31, 2022
USD ($)
$ / shares
|
Dec. 30, 2022
$ / shares
|
Dec. 01, 2022
$ / shares
|
Nov. 29, 2022
$ / shares
|
Dec. 15, 2021
USD ($)
shares
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum number of demands for registration of securities | N |
|
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriter gross proceeds | $ |
|
|
|
|
|
$ 2,065,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting cash discount per unit | $ / shares |
|
|
|
|
|
$ 0.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consideration payable for waive of the right to first refusal | $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 2,000,000
|
Other long-term liabilities | $ |
|
|
|
|
|
$ 2,000,000
|
|
|
|
|
|
|
|
|
|
|
$ 2,000,000
|
|
|
|
|
Purchase price | $ / shares |
|
|
|
|
|
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
|
Common Class A [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued underwriters |
|
|
|
|
|
103,260
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, par value (in dollars per share) | $ / shares |
|
|
|
|
|
$ 0.0001
|
|
|
|
|
|
|
|
|
|
|
$ 0.0001
|
|
|
|
|
Underwriting Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred underwriting fee payable | $ |
|
|
|
|
|
$ 3,614,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, shares issued |
2,581,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, shares outstanding |
2,581,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, par value (in dollars per share) | $ / shares |
$ 0.0001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase Agreement [Member] | Common Class A [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, par value (in dollars per share) | $ / shares |
0.0001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price | $ / shares |
$ 1.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intial Business Combination Member |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, shares outstanding |
|
|
|
|
|
250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription Agreement Member | Common Class A [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
500,000
|
|
|
|
|
|
|
|
|
|
Common stock, par value (in dollars per share) | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
$ 1.00
|
|
|
|
|
|
|
|
|
|
Over-Allotment Option [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting option period |
|
|
|
|
|
45 days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of units issued |
|
|
326,000
|
326,000
|
1,500,000
|
1,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriter gross proceeds | $ |
|
|
|
$ 3,260,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum number of units issuable under amendment of underwriting agreement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
326,000
|
Over-Allotment Option [Member] | Underwriting Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of units issued |
|
1,174,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private Placement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued during period, shares, new issues |
5,869,880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private Placement [Member] | Intial Business Combination Member |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued during period, shares, new issues |
|
|
|
|
|
250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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v3.23.3
Stockholders’ Deficit (Details Narrative)
|
|
|
9 Months Ended |
|
|
|
Jun. 17, 2021
shares
|
Jun. 17, 2021
shares
|
Jun. 02, 2021
shares
|
Sep. 30, 2023
N
$ / shares
shares
|
Dec. 31, 2022
$ / shares
shares
|
Jun. 21, 2021
shares
|
Feb. 28, 2021
shares
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
Preferred shares, shares authorized |
|
|
|
1,000,000
|
1,000,000
|
|
|
Preferred stock, par value, (per share) | $ / shares |
|
|
|
$ 0.0001
|
$ 0.0001
|
|
|
Preferred shares, shares issued |
|
|
|
0
|
0
|
|
|
Preferred shares, shares outstanding |
|
|
|
0
|
0
|
|
|
Class A common stock subject to possible redemption |
|
|
|
812,715
|
1,848,503
|
|
|
Over-Allotment Option [Member] |
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
Number of units issued |
326,000
|
326,000
|
1,500,000
|
1,500,000
|
|
|
|
Over-Allotment Option [Member] | Founder Share [Member] |
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
Shares subject to forfeiture |
|
|
|
|
|
326,000
|
|
Common Class A [Member] |
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
Common shares, shares authorized (in shares) |
|
|
|
100,000,000
|
100,000,000
|
|
|
Common shares, par value (in dollars per share) | $ / shares |
|
|
|
$ 0.0001
|
$ 0.0001
|
|
|
Common shares, votes per share | N |
|
|
|
1
|
|
|
|
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares |
|
|
|
20.00%
|
|
|
|
Common Class A Not Subject to Redemption [Member] |
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
Common shares, shares issued (in shares) |
|
|
|
2,684,760
|
103,260
|
|
|
Common shares, shares outstanding (in shares) |
|
|
|
2,684,760
|
103,260
|
|
|
Common Class B [Member] |
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
Common shares, shares authorized (in shares) |
|
|
|
10,000,000
|
10,000,000
|
|
|
Common shares, par value (in dollars per share) | $ / shares |
|
|
|
$ 0.0001
|
$ 0.0001
|
|
|
Common shares, shares issued (in shares) |
|
|
|
0
|
2,581,500
|
|
|
Common shares, shares outstanding (in shares) |
|
|
|
0
|
2,581,500
|
|
|
Common shares, votes per share | N |
|
|
|
1
|
|
|
|
Shares subject to forfeiture |
|
|
|
|
|
293,500
|
|
Conversion ratio |
|
|
|
one-for-one basis
|
|
|
|
Common Class B [Member] | Founder Share [Member] |
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
Shares subject to forfeiture |
|
|
|
|
|
2,581,500
|
|
Common Class B [Member] | Founder Share [Member] | Sponsor [Member] |
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
Restrictions on transfer period of time after business combination completion |
|
|
|
1 year
|
|
|
|
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares |
|
|
|
$ 12.00
|
|
|
|
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination |
|
|
|
20 days
|
|
|
|
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination |
|
|
|
30 days
|
|
|
|
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences |
|
|
|
150 days
|
|
|
|
Common Class B [Member] | Over-Allotment Option [Member] | Founder Share [Member] | Sponsor [Member] |
|
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
|
Shares subject to forfeiture |
|
|
|
|
|
|
375,000
|
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v3.23.3
Subsequent Events (Details Narrative) - USD ($)
|
Oct. 24, 2023 |
Jul. 27, 2023 |
Oct. 27, 2023 |
Sep. 27, 2023 |
Aug. 31, 2023 |
Jul. 28, 2023 |
Jun. 27, 2023 |
Jun. 01, 2023 |
May 02, 2023 |
Mar. 31, 2023 |
Mar. 02, 2023 |
Feb. 02, 2023 |
Dec. 30, 2022 |
Dec. 01, 2022 |
Nov. 29, 2022 |
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other subsequent event description |
|
On July 27, 2023, the Company filed a Current
Report on Form 8-K stating that the Company fully intends to appeal such determination by requesting a hearing to the Hearings
Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series to stay the suspension
of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision, and on such date the Company
requested the hearing, and wired the $20,000 fee to Nasdaq for the hearing, prior to 4:00 p.m. Eastern Time on August 1, 2023,
as required in the Delisting Letter. The hearing with the Panel was then scheduled for September 21, 2023 (the “Hearing”).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets held in trust |
|
|
|
$ 30,000
|
$ 30,000
|
$ 30,000
|
$ 30,000
|
$ 30,000
|
$ 125,000
|
$ 125,000
|
$ 125,000
|
$ 125,000
|
$ 125,000
|
$ 125,000
|
$ 87,541,322
|
Share price |
|
|
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets held in trust |
|
|
$ 30,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price |
|
|
$ 0.037
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other subsequent event description |
On October
24, 2023, the Company or Sponsor entered into a promissory note with Investor, pursuant to which the Investor agreed to provide
a $250,000 loan to the Company or Sponsor. In consideration of the Initial Capital Contribution, the Company or Sponsor will,
upon the closing of the initial business combination, assign and transfer, or cause the assignment and transfer, to Investor Subscription
Shares at a rate of one Class A common stock for each $1.00 of Initial Capital Contribution, or the Investor may elect to receive
payments in cash. The Subscription Shares, if issued, shall be subject to no transfer restrictions or any other lock-up provisions,
earn outs, or other contingencies. The Initial Capital Contribution shall not accrue interest and shall be repaid by the Company,
upon the closing of the initial business combination. The Company or Sponsor will pay to the Investor all repayments Sponsor or
the Company has received within 5 business days of the closing of the initial business combination.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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X |
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Grafico Azioni OceanTech Acquisitions I (NASDAQ:OTECU)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni OceanTech Acquisitions I (NASDAQ:OTECU)
Storico
Da Giu 2023 a Giu 2024