Table of Contents
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
Form
10-Q
 
 
 
☒
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 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
                    
 
 
Jaguar Global Growth Corporation I
(Exact name of registrant as specified in its charter)
 
 
 
Cayman Islands
  
001-41284
  
98-1593783
(State or other jurisdiction of
incorporation or organization)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
601 Brickell Key Drive,
Suite 700 Miami, Florida
    
33131
(Address of principal executive offices)
    
(Zip Code)
(646)
663-4945
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
  
Trading
Symbols
  
Name of Each Exchange
on Which Registered
Units, each consisting of one Class A ordinary share, one right and
one-half
of one redeemable warrant
  
JGGCU
  
The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share
  
JGGC
  
The Nasdaq Stock Market LLC
Rights entitling the holder thereof to receive one-twelfth (1/12) of one Class A ordinary share of the Company
  
JGGCR
  
The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
  
JGGCW
  
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 August 9, 2023, 23,000,000 Class A ordinary shares, par value $0.0001 per share, and 7,666,667 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.
 
 

Table of Contents

Jaguar Global Growth Corporation I

Form 10-Q

For the Quarter Ended June 30, 2023

Table of Contents

 

     Page  

PART I. FINANCIAL INFORMATION

      1  

Item 1. Condensed Consolidated Financial Statements

      1  

Condensed Consolidated Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022

      1  

Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022

      2  

Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the three and six months ended June 30, 2023, and 2022

      3  

Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022

      4  

Notes to Unaudited Condensed Consolidated Financial Statements

      5  

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

      17  

Item 3. Quantitative and Qualitative Disclosures About Market Risk

      21  

Item 4. Controls and Procedures

      21  

PART II—OTHER INFORMATION

      22  

Item 1. Legal Proceedings

      22  

Item 1A. Risk Factors

      22  

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

      22  

Item 3. Defaults upon Senior Securities

      22  

Item 4. Mine Safety Disclosures

      22  

Item 5. Other Information

      22  

Item 6. Exhibits

      23  

Signature

      24  

 

i

Table of Contents
http://fasb.org/us-gaap/2023#RelatedPartyMemberhttp://fasb.org/us-gaap/2023#RelatedPartyMemberP10Dhttp://fasb.org/us-gaap/2023#FairValueAdjustmentOfWarrants
PART I. FINANCIAL INFORMATION
 
Item 1.
Condensed Consolidated Financial Statements
JAGUAR GLOBAL GROWTH
CORPORATION I
CONDENSED CONSOLIDATED BALANCE SHEETS
 
    
June 30, 2023
(Unaudited)
    
December 31,
2022
  
ASSETS
     
Cash
    $ 227,806     $ 640,582  
Prepaid expenses
      399,167       609,370  
Receivable
      35,361       —    
Other cu
r
rent asset - related party
      —         6,600  
  
 
 
    
 
 
  
Total current assets
      662,334       1,256,552  
Marketable securities held in Trust Account
      243,333,857       238,038,403  
Other
non-current
assets
      —         65,283  
  
 
 
    
 
 
  
Total Assets
   
$
243,996,191
 
  
$
239,360,238
 
  
 
 
    
 
 
  
LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
     
Current liabilities:
     
Accounts payable
    $ 2,427,598     $ 187,011  
Due to related party
      557,759       57,360  
Accrued expenses
      1,123,858       1,085,753  
  
 
 
    
 
 
  
Total current liabilities
      4,109,215       1,330,124  
Deferred underwriting fees payable
      8,050,000       8,050,000  
Derivative warrant liabilities
      1,077,750       1,437,000  
  
 
 
    
 
 
  
Total liabilities
      13,236,965       10,817,124  
  
 
 
    
 
 
  
Commitments and Contingencies
     
Class A ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 shares at redemption value of $10.58 and $10.35 per share at June 30, 2023 and December 31, 2022, respectively
      243,233,857       237,938,403  
Shareholders’ deficit
     
Preference shares, $0.0001 par value;
5,000,000
shares authorized; none issued or outstanding at June 30, 2023 and December 31, 2022
      —         —    
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued or outstanding (excluding
23,000,000
shares subject to possible redemption) at June 30, 2023 and December 31, 2022
      —         —    
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,666,667 shares issued and outstanding at June 30, 2023 and December 31, 2022
      767       767  
Additional
paid-in
capital
      —         —    
Accumulated deficit
      (12,475,398 )     (9,396,056 ) 
  
 
 
    
 
 
  
Total shareholders’ deficit
      (12,474,631 )     (9,395,289 ) 
  
 
 
    
 
 
  
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit
   
$
243,996,191
 
  
$
239,360,238
 
  
 
 
    
 
 
  
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 
1
JAGUAR GLOBAL GROWTH
CORPORATION I
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
    
For The Three
Months Ended
June 30,
2023
    
For The Three
Months Ended
June 30,
2022
    
For The Six
Months Ended
June 30,
2023
    
For The Six
Months Ended
June 30,
2022
  
General and administrative expenses
    $ 1,124,044     $ 299,459     $ 3,438,592     $ 570,534  
  
 
 
    
 
 
    
 
 
    
 
 
  
Loss from operations
      (1,124,044 )     (299,459 )      (3,438,592 )     (570,534 ) 
Change in fair value of derivative warrant liabilities
      1,317,250       3,632,700       359,250       2,695,800  
Dividends and interest on marketable securities (net), held in Trust Account
      2,771,661       325,699       5,295,454       359,604  
Transaction costs allocation to derivative warrant liabilities
      —         —         —         (215,039 ) 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
    $ 2,964,867     $ 3,658,940     $ 2,216,112     $ 2,269,831  
  
 
 
    
 
 
    
 
 
    
 
 
  
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted
      23,000,000       23,000,000       23,000,000       17,281,768  
  
 
 
    
 
 
    
 
 
    
 
 
  
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption
   
$
0.10
 
  
$
0.12
 
  
$
0.07
 
  
$
0.09
 
  
 
 
    
 
 
    
 
 
    
 
 
  
Weighted average shares outstanding of Class B
non-redeemable
ordinary shares, basic and diluted
      7,666,667       7,666,667       7,666,667       7,418,048  
  
 
 
    
 
 
    
 
 
    
 
 
  
Basic and diluted net income per share, Class B
non-redeemable
ordinary
shares
   
$
0.10
 
  
$
0.12
 
  
$
0.07
 
  
$
0.09
 
  
 
 
    
 
 
    
 
 
    
 
 
  
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 
2
JAGUAR GLOBAL GROWTH
CORPORATION I
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’
DEFICIT
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022
(Unaudited)
 
    
Ordinary Shares
                     
    
Class B
                     
    
Shares
     
Amount
     
     Additional     

Paid-In

Capital
    
Accumulated
Deficit
    
Total
Shareholders’
Deficit
  
Balance as of January 1, 2023
      7,666,667      $ 767     
$
—  
 
   $ (9,396,056 )    $ (9,395,289 ) 
Accretion of Class A ordinary shares to r
ed
emption v
al
ue
      —          —          —         (2,523,793 )      (2,523,793 ) 
Net loss
      —          —          —         (748,755 )      (748,755 ) 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Balance as of March 31, 2023 Una
ud
ited
   
 
7,666,667
 
   
$
767
 
   
$
—  
 
  
$
(12,668,604
) 
  
$
(12,667,837
) 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Accretion of Class A ordinary shares to redemption value
      —          —          —         (2,771,661 )      (2,771,661 ) 
Net Income
      —          —          —         2,964,867       2,964,867  
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Balance as of June 30, 2023 Unau
dite
d
   
 
7,666,667
 
   
$
767
 
   
$
—  
 
  
$
(12,475,398
)
  
$
(12,474,631
)
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
         
    
Ordinary Shares
                     
    
Class B
                     
    
Shares
     
Amount
     
     Additional     

Paid-In

Capital
    
Accumulated
Deficit
    
Total
Shareholders’
Deficit
  
Balance as of January 1, 2022
      7,666,667      $ 767      $ 24,233     $ (39,954 )    $ (14,954 ) 
Fair value of rights
      —          —          1,410,946       —         1,410,946  
Other offering costs
      —          —          (82,164 )      —         (82,164 ) 
Excess cash received over fair value of Private Placement Warrants
      —          —          9,163,200       —         9,163,200  
Accretion of Class A ordinary shares to redemption value
      —          —          (10,516,215 )      (11,632,899 )      (22,149,114 ) 
Net loss
      —          —          —         (1,389,109 )      (1,389,109 ) 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Balance as of March 31, 2022 Unau
d
ited
   
 
7,666,667
 
   
$
767
 
   
$
—  
 
  
$
(13,061,962
) 
  
$
(13,061,195
) 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Accretion of Class A ordinary shares to redemption value
      —          —          —         (259,604 )      (259,604 ) 
Net Income
      —          —          —         3,658,940       3,658,940  
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Balance as of June 30, 2022 Una
udi
ted
   
 
7,666,667
 
   
$
767
 
   
$
—  
 
  
$
(9,662,626
) 
  
$
(9,661,859
) 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 
3
JAGUAR GLOBAL GROWTH
CORPORATION I
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
    
For the six months
ended June 30,
2023
    
For the six months
ended June 30,
2022
  
Cash Flows from Operating Activities
     
Net income
    $ 2,216,112     $ 2,269,831  
Adjustments to reconcile net loss to net cash used in operating activities:
     
Dividends and interest on marketable securities (net), held in Trust Account
      (5,295,454 )      (359,604 ) 
Transaction costs allocated to derivative warrant liabilities
      —         215,039  
Formation and operating expenses funded by related party
      399       16,025  
Change in fair value of derivative warrant liabilities
      (359,250 )      (2,695,800 ) 
Changes in operating assets and liabilities:
     
Prepaid and other assets
      282,086       (1,015,198 ) 
Rece
iv
able
      (35,361 )     —    
Accounts payable
      2,240,587       (10,242 ) 
Accrued expenses
      38,105       (167,037 ) 
  
 
 
    
 
 
  
Net cash used in operating activities
      (912,776 )      (1,746,986 ) 
  
 
 
    
 
 
  
Cash Flows from Investing Activities
     
Investment of cash into Trust Account
      —         (234,600,000 ) 
  
 
 
    
 
 
  
Net cash used in investing activities
      —         (234,600,000 ) 
  
 
 
    
 
 
  
Cash Flows from Financing Activities
     
Proceeds from note payable and advances from related party
      500,000       —    
Repayment of note payable and advances from related party
      —         (253,893 ) 
Proceeds from sale of Class A Ordinary Shares, gross
      —         230,000,000  
Proceeds from sale of Private Placement Warrants
      —         12,450,000  
Offering costs paid
      —         (4,987,825 ) 
  
 
 
    
 
 
  
Net cash provided by financing activities
      500,000       237,208,282  
  
 
 
    
 
 
  
Net change in cash
      (412,776 )      861,296  
Cash—beginning of period
      640,582       33,640  
Cash—end of period
    $ 227,806     $ 894,936  
  
 
 
    
 
 
  
Supplemental disclosure of noncash investing and financing activities:
     
Deferred underwriting fees payable
    $ —       $ 8,050,000  
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 
4
JAGUAR GLOBAL GROWTH CORPORATION I
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023
NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY
Organization and General
Jaguar Global Growth Corporation I (the “Company”) is a blank check company incorporated in the Cayman Islands on March 31, 2021. The Company was 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 (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.
As of June 30, 2023, the Company had not commenced any operations. All activity through June 30, 2023 relates to the Company’s formation and its initial public offering (the “Initial Public Offering”) and efforts to identify and complete a Business Combination, described below. The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. The Company generates
non-operating
income in the form of interest income on investments from the proceeds derived from its Initial Public Offering. The Company has selected December 31 as its fiscal year end.
On February 15, 2022, the Company consummated its Initial Public Offering of 23,000,000 units (the “Units”), including the issuance of 3,000,000 Units as a result of the underwriter’s exercise of its over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), one right and
one-half
of one redeemable warrant (“Public Warrant”). Each holder of a right will receive
one-twelfth
(1/12) of a Class A Ordinary Share upon consummation of the Company’s Business Combination. Each whole Public Warrant entitles the holder thereof to purchase one whole Class A Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000, which is described in Note 3. The Company’s sponsor is Jaguar Global Growth Partners I, LLC, a Delaware limited liability company (the “Sponsor”).
If the Company is unable to complete a Business Combination within the required time period and the Company liquidates the funds held in the trust account, holders of rights will not receive any of such funds for their rights, and the rights will expire worthless. No fractional shares will be issued upon conversion of any rights. As a result, a rights holder must have 12 rights in order to receive a Class A Ordinary Share at the closing of the Company’s Business Combination.
Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Warrants purchase agreement, the Company completed the private placement (the “Private Placement”) of 12,450,000 warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $12,450,000, which is described in Note 4.
Following the closing of the Initial Public Offering on February 15, 2022, an amount of $234,600,000 ($10.20 per Unit) of the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants, comprised of $230,000,000 of the proceeds from the Initial Public Offering (which includes $8,050,000 of the underwriter’s deferred commissions) and $12,450,000 of the proceeds of the sale of Private Placement Warrants, was first placed in a U.S.-based trust account (the “Trust Account”) at J.P. Morgan Chase Bank N.A., then was subsequently transferred to Morgan Stanley, all while continuing to be maintained by Continental Stock Transfer & Trust Company, acting as trustee. The funds in the Trust Account are invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule
2a-7
promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account until the earliest of (i) the completion of the Business Combination; (ii) the redemption of the Class A Ordinary Shares included in the Units (the “Public Shares”) if the Company is unable to complete the Business Combination within 18 months from the closing of the Initial Public Offering, subject to applicable law; or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem 100% of the Public Shares if the Company has not consummated the Business Combination within 18 months from the closing of the Initial Public Offering or (B) with respect to any other material provisions relating to shareholders’ rights or
pre-Business
Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.
On February 28, 2023, Jaguar Global Growth Korea Co., Ltd., a stock corporation (chusik hoesa) organized under the laws of the Republic of Korea (“Exchange Sub”) was incorporated and is a wholly owned subsidiary of JGGC.
 
5
On March 2, 2023, the Company and GLAAM Co., Ltd., a corporation (chusik hoesa) organized under the laws of the Republic of Korea (“GLAAM”), issued a joint press release announcing the execution of a Business Combination Agreement by and among JGGC, GLAAM, Phygital Immersive Limited, a Cayman Islands exempted company limited by shares (“New PubCo”), and Exchange Sub (as it may be amended and/or restated from time to time, the “Business Combination Agreement”), pursuant to which (i) JGGC shall be merged with and into New PubCo, with New PubCo surviving the merger, (ii) immediately thereafter, New PubCo shall issue a certain number of ordinary shares, par value $0.0001 per share, of New PubCo (the “New PubCo Ordinary Shares”), to Exchange Sub and, in exchange therefor, Exchange Sub shall issue a
non-interest
bearing note (in a form that is reasonably acceptable to the parties) to New PubCo pursuant to which Exchange Sub shall promise to repay to New PubCo the value of such New PubCo Ordinary Shares so transferred, and (iii) all shareholders of GLAAM will transfer their respective common shares, par value KRW 500 per share, of GLAAM to Exchange Sub in exchange for New PubCo Ordinary Shares (such transactions and those otherwise contemplated by the Business Combination Agreement”).
On May 5, 2023, the Company announced the public filing of a registration statement on Form
F-4
with the U.S. Securities and Exchange Commission (the “SEC”). The registration statement includes a draft proxy statement/prospectus in connection with the business combination involving the Company and GLAAM. Please refer to
8-K
filed on May 5, 2023 for additional details.
On June 16, 2023
, the Company, New PubCo, Exchange Sub and GLAAM entered into that certain Amendment No. 1 to the Business Combination Agreement (the “BCA Amendment No. 1”). The BCA Amendment No. 1 amends Section 1.01 to the Business Combination Agreement to amend and restate the definition of “SPAC Share Price” to read in its entirety as follows: “SPAC Share Price” shall mean $10.60. Please refer to
8-K
filed on June 22, 2023 for additional details.
On July 7, 2023, the Company, New PubCo, Exchange Sub and GLAAM entered into that certain Amendment No. 2 to the Business Combination Agreement (the “BCA Amendment No. 2”). The BCA Amendment No. 2 amends Section 1.1, 3.5 and 3.9(a) to the Business Combination Agreement. Please refer to
8-K
filed on July 11, 2023 for additional details.
On July 18, 2023, the Company, New PubCo, Exchange Sub and GLAAM entered into that certain Amendment No. 3 to the Business Combination Agreement (the “BCA Amendment No. 3”). The BCA Amendment No. 3 provides that the Company shall file with the SEC a proxy statement pursuant to which it will propose and seek approval to extend the date by which it has to consummate a business combination to September 15, 2023 (the “Extended Date”) and to allow the Company without another shareholder vote, to elect to extend the termination date to consummate a business combination on a monthly basis for up to three times by an additional one month each time, until December 15, 2023 (as so extended, the “Termination Date”), unless the closing of the business combination has occurred prior to such Termination Date (such proposal, the “Extension Proposal”). Please refer to
8-K
filed on July 20, 2023 for additional details.
On July 13, 2023 the Company filed a preliminary proxy statement with the SEC regarding a shareholder meeting to implement certain amendments to its amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”), including the Extension Proposal described above. On July 19, 2023 the Com
pan
y filed a revised preliminary proxy statement with the SEC addressing the comment letter received on July 17, 2023. On July 26, 2023 the Company filed a definitive proxy statement with the SEC regarding such shareholder meeting. On August 3, 2023 the Company filed a supplement to the definitive proxy statement with the SEC regarding an extension payment in connection with the Extension Proposal described above. Please refer to the Company’s proxy filings for additional details.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting commissions held in Trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.20 per Unit sold in the Initial Public Offering, including the proceeds from the sale of the Private Placement Warrants and the sale of forward purchase units, will be held in the Trust Account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule
2a-7
promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.
The Company will provide the holders (the “Public Shareholders”) of the Company’s issued and outstanding Class A Ordinary Shares, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholders meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.20 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in connection with a Business Combination in an amount that would cause its net tangible assets to be less than $5,000,001. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem its Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.
The Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial shareholders”) have agreed not to propose an amendment to the Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to shareholders’ rights or
pre-Business
Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering and the Company’s shareholders have not amended the Memorandum and Articles of Association to extend, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
The initial shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters of the Company’s Initial Public Offering have agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.35. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.35 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Company’s sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
 
6
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form
10-Q
and Article 8 of Regulation
S-X
and pursuant to the rules and regulations of the Securities and Exchange Commission (“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 management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or any future period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s annual Form
10-K
Report, filed by the Company with the SEC on March 29, 2023.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Exchange Sub (our wholly-owned subsidiary). Intercompany accounts and transactions have been eliminated in consolidation.
Liquidity, Capital Resources and Going Concern
On a routine basis, the Company assesses going concern considerations in accordance with FASB ASC
205-40,
“Presentation of Financial Statements - Going Concern”. As of June 30, 2023
, the Company
 
had $227,806 in cash, a working capital deficit of $3,446,881, and $243,333,857 of marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem the ordinary shares in connection therewith.
The Company has until August 15, 2023, to consummate a Business Combination. If a Business Combination is not consummated by this date there will be a mandatory liquidation and subsequent dissolution of the Company. On July 26, 2023, the Company filed with the SEC a definitive proxy statement (as supplemented by the supplement proxy statement dated as of August 3, 2023) requesting the Extension Proposal described above that the shareholders will be voting on at the meeting scheduled to be held on August 11, 2023. As of June 30, 2023, the Company does not have sufficient cash to meet its working capital needs and its operations leading up to potential Business Combination have been funded by a related party. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which include, but are not necessarily limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The liquidity condition, date for mandatory liquidation and subsequent dissolution within twelve months raises substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s intent is to complete a Business Combination prior to the mandatory liquidation date.
 
7
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 an 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Risks and Uncertainties
Global economic conditions have been worsening, with disruptions to, and volatility in, the credit and financial markets and rising inflation and interest rate in the U.S. If these conditions persist and deepen, the Company could experience an inability to access additional capital, or our liquidity could otherwise be impacted. Management continues to evaluate the impact related to rising interest rates and current market condition and has concluded while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and results of its operations, the specific impact is not readily determinable as of the date of the financial statements. The u
nau
dited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these unaudited condensed consolidated
fi
nancial statements. 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 unaudited condensed consolidated financial statements.
On March 10, 2023, the Company’s bank, Silicon Valley Bank, became insolvent. State regulators closed the bank, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as its receiver. The Company held deposits with this bank. As a result of the actions by the FDIC, the Company’s insured and uninsured deposits have been restored. On March 14, 2023, the Company transferred the remaining balance of its insured and uninsured deposits from Silicon Valley Bank into a J.P. Morgan account held by Jaguar Growth Partners, an affiliate of the Sponsor. On May 10, 2023, the remaining funds of $157,304 in the JP Morgan account were
re-deposited
into the Company’s account at Silicon Valley Bank.
Use of Estimates
The preparation of the 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 unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ 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 had no cash equivalents as of June 30, 2023 and December 31, 2022.
 
8
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC 480. Class A Ordinary Shares subject to mandatory redemption are classified as a liability and are measured at fair value. Conditionally redeemable Ordinary Shares (including Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Ordinary Shares are classified as shareholders’ equity. The Company’s Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of June 30, 2023, 23,000,000 shares of Class A Ordinary Shares subject to possible redemption are presented at the current redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited condensed consolidated balance sheets.
Class A Ordinary Shares as of June 30, 2023 and December 31, 2022 reflected on the unaudited condensed consolidated balance sheets are reconciled in the following table:
 
Gross proceeds
    $ 230,000,000  
Less:
   
Class A Ordinary Shares issuance costs
      (13,136,668 ) 
Fair value of Public Warrants at issuance
      (3,001,500 ) 
Fair value of rights
      (1,410,946 ) 
Plus:
   
Accretion of Class A Ordinary Shares to redemption value
      25,487,517  
  
 
 
  
Class A Ordinary Shares subject to possible redemption at December 31, 2022
    $ 237,938,403  
  
 
 
  
Plus:
   
Accretion of Class A Ordinary Shares to redemption value
      2,523,793  
  
 
 
  
Class A Ordinary Shares subject to possible redemption at March 31, 2023
    $ 240,462,196  
  
 
 
  
Plus:
   
Accretion of Class A Ordinary Shares to redemption value
      2,771,661  
  
 
 
  
Class A Ordinary Shares subject to possible redemption at June 30, 2023
    $ 243,233,857  
  
 
 
  
Offering Costs Associated with the Initial Public Offering
Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the relative fair values of the Company’s Class A Ordinary Shares and its Public Warrants and Private Placement Warrants. The costs allocated to Warrants were recognized in other expenses, and those related to the Company’s Class A Ordinary Shares were charged against the carrying value of Class A Ordinary Shares. The Company complies with the requirements of the ASC
340-10-S99-1,
“Other Assets and Deferred Costs”.
Investments Held in Trust Account
As of June 30, 2023, substantially all of the assets held in the Trust Account were held in money market funds which are invested in U.S. treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited consolidated condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in dividends and interest on marketable securities (net) held in the Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the FDIC coverage limit of $250,000. As of June 30, 2023, and December 31, 2022, any loss or lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows.
Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the unaudited condensed consolidated balance sheets primarily due to its short-term nature, except for the derivative liabilities.
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
Level 1- Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
 
9
Level 2- Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets of liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.
Level 3- Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
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 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 unaudited condensed consolidated balance sheets as current or noncurrent based on whether or not
net-cash
settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Net Income Per Ordinary Share
Net income per ordinary share is computed by dividing net income by the weighted average number of shares issued and outstanding during the period. The Company has not considered the effect of its Warrants sold in the Initial Public Offering and Private Placement to purchase Class A Ordinary Shares in the calculation of diluted income per share, as their inclusion is contingent on a future event.
For the three and six months ended June 30, 2023, the inclusion of the securities and other contracts that could potentially be exercised or converted into ordinary shares and then share in the earnings of the Company is contingent on a future event. For the three and six months ended June 30, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the periods presented.
The Company has two classes of shares, which are referred to as Class A Ordinary Shares and Class B Ordinary Shares. Earnings are shared pro rata between the two classes of shares on the assumption that the consummation of the Business Combination is the most likely outcome. Accretion associated with the redeemable Class A Ordinary Shares is excluded from loss per share as the redemption value approximates fair value.
See Note 7 for a description of the rights of holders of each class of the Company’s Ordinary Shares. The Company’s basic and diluted net income per share is calculated as follows:
 
    
For The
Three
Months
Ended
June 30,
2023
     
For The
Three
Months
Ended
June 30,
2022
     
For The
Six
Months
Ended
June 30,
2023
     
For The
Six
Months
Ended
June 30,
2022
  
Redeemable Class A Ordinary Shares
            
Numerator: Net income allocable to Redeemable Class A Ordinary Shares
            
Net income allocable to Redeemable Class A Ordinary Shares
    $ 2,223,650      $ 2,744,205      $ 1,662,084      $ 1,588,137  
Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares
            
Basic and diluted weighted average shares outstanding, Redeemable Class A
      23,000,000        23,000,000        23,000,000        17,281,768  
  
 
 
     
 
 
     
 
 
     
 
 
  
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption
    $ 0.10      $ 0.12      $ 0.07      $ 0.09  
  
 
 
     
 
 
     
 
 
     
 
 
  
Non-Redeemable
Class B Ordinary Shares
            
Numerator: Net income allocable to
non-redeemable
Class B Ordinary Shares
            
Net income allocable to
non-redeemable
Class B Ordinary Shares
    $ 741,217      $ 914,735      $ 554,028      $ 681,694  
Denominator: Weighted Average
Non-Redeemable
Class B Ordinary Shares
      7,666,667        7,666,667        7,666,667        7,418,048  
  
 
 
     
 
 
     
 
 
     
 
 
  
Basic and diluted net income per share, Class B
non-redeemable
ordinary shares
    $ 0.10      $ 0.12      $ 0.07      $ 0.09  
  
 
 
     
 
 
     
 
 
     
 
 
  
Income Taxes
The Company follows the guidance for accounting for income taxes under FASB ASC 740, “Income Taxes.” ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2023, or December 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties.
There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Pronouncements
The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering on February 15, 2022, the Company sold 23,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A Ordinary Share, one right and
one-half
of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment (see Note 7). Each right entitles the holder thereof to receive
one-twelfth
(1/12) of one Class A Ordinary Share upon the consummation of the Business Combination.
Each holder of a right will receive
one-twelfth
(1/12) of a Class A Ordinary Share upon consummation of the Company’s Business Combination. In the event that the Company will not be the survivor upon completion of its Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the
one-twelfth
(1/12) share underlying each right (without paying any additional consideration) upon consummation of the Business Combination. If the Company is unable to complete a business combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights, and the rights will expire worthless. No fractional shares will be issued upon conversion of any rights. As a result, a rights holder must have 12 rights in order to receive a Class A Ordinary Share at the closing of the Company’s Business Combination (see Note 7).
NOTE 4. PRIVATE PLACEMENT WARRANTS
Private Placement Warrants
The Sponsor purchased an aggregate of 12,450,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or $12,450,000 in the aggregate, in a private placement simultaneously with the closing of the Initial Public Offering on February 15, 2022. Each Private Placement Warrant is exercisable for one Class A Ordinary Share at a price of $11.50 per share (subject to adjustment). A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor were added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within 18 months after the closing of the Initial Public Offering, the Private Placement Warrants will expire worthless. While they are held by the Sponsor or its permitted transferees, the Private Placement Warrants will be
non-redeemable.
The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell any of its Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the Business Combination.
 
10
NOTE 5. RELATED PARTY TRANSACTIONS
Other Current Asset — Rel
ated
Party
On March 14, 2023, due to the insolvency of Silicon Valley Bank, the Company transferred the balance of its insured and uninsured deposits, totaling $226,030, from Silicon Valley Bank into an account at J.P. Morgan held by Jaguar Growth Partners, an affiliate of the Sponsor
,
 
which was subsequently used to pay certain Company expenses.
On May 10, 2023, the remaining funds of $157,304 were re-deposited into the Company’s account at Silicon Valley Bank.
Promissory Note — Related Parties
On April 21, 2021, the Company issued a promissory note (the “Promissory Note”) to the Sponsor and an affiliate of the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering and other expenses. On April 21, 2021, the Company borrowed $150,000 under the Promissory Note. On November 8, 2021, the Company completed a draw of $100,000 on the Promissory Note. The outstanding note payable balance immediately after the draw was $250,000. As of December 31, 2021, the Company had an outstanding loan balance of $250,000 on the Promissory Note. On December 31, 2021, the Promissory Note matured per the original terms which was payable on earlier of(i) December 31, 2021 and (ii) the completion of the Initial Public Offering. On January 20, 2022, the Company entered into an amendment (“Amended and Restated Promissory Note”) to its Promissory Note dated
 
April
 
21, 2021. The terms of the Amended and Restated Promissory Note amended the maturity date to be payable on earlier of (i) September 30, 2022 and (ii) the completion of the Initial Public Offering. The outstanding loan of $250,000 was repaid upon the closing of the Initial Public Offering out of the offering proceeds that has been allocated for the payment of offering and other expenses (other than underwriting commissions) and amounts held outside of the Trust Account. As of June 30, 2023, the Company had no outstanding balance on the Promissory Note loan. No further drawdowns are permitted.
 
11
Due to Related Party
An affiliate of the Sponsor paid certain operating costs on behalf of the Company. These advances are due on demand and
non-interest
bearing. For the six months ended June 30, 2023 and 2022, the related party paid $164,902 and $35,821, respectively, of operating costs on behalf of the Company. As of June 30, 2023, and December 31, 2022, the amount due to the related party was $557,759 and $57,360, respectively.
Founder Shares
In March 2021, the Company issued one of its Class B Ordinary Shares, for no consideration. On April 13, 2021, the Company cancelled one of its Class B Ordinary Shares, and the Company issued 5,750,000 Class B Ordinary Shares (the “Founder Shares”) for $25,000 consideration. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of Founder Shares issued. On January 27, 2022, the Company effected a share capitalization with respect to its Class B Ordinary Shares of 1,916,667 shares thereof, resulting in its initial shareholders holding an aggregate of 7,666,667 Founder Shares. Up to 1,000,000 Founder Shares are subject to forfeiture by the Sponsor, depending on the extent to which the underwriters’ over-allotment option is exercised. On February 11, 2022, the underwriters fully exercised the over-allotment option and therefore those shares are no longer subject to forfeiture.
The Sponsor has agreed that upon and subject to the completion of the Business Combination, 25% of the Founder Shares then held by the Sponsor shall be considered to be newly unvested shares, which will vest only if the closing price of the Company’s Class A Ordinary Shares on Nasdaq equals or exceeds $12.50 for any 20 trading days within a 30 trading day period on or after the first anniversary of the closing of the Business Combination but before the fifth anniversary. The Sponsor has agreed, subject to exceptions, not to transfer any unvested Founder Shares prior to the date such securities become vested. Founder Shares, if any, that remain unvested at the fifth anniversary of the closing of the Business Combination will be forfeited, subject to certain exceptions as described in the letter agreement.
The Class B Founder Shares will automatically convert into Class A Ordinary Shares on the first business day following the completion of the Company’s Business Combination, at a ratio such that the number of Class A Ordinary Shares issuable upon conversion of all Class B Founder Shares will equal, in the aggregate on an
as-converted
basis, 25% of the sum of (i) the total number of all Class A Ordinary Shares issued and outstanding upon completion of the Initial Public Offering (after giving effect to any redemptions of Class A Ordinary Shares that are public shares), plus (ii) the total number of Class A Ordinary Shares issued or deemed issued or issuable upon conversion of the Class B Founder Shares plus (iii) the total number of Class A Ordinary Shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Business Combination, excluding (x) any Class A Ordinary Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued, deemed issued, or to be issued, to any seller in the Business Combination, and (y) any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of working capital loans. Prior to the Business Combination, only holders of the Company’s Class B Ordinary Shares will be entitled to vote on the appointment of directors.
Working Capital Loans
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“
Working
Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Warrants of the post Business Combination entity at a price of $1.00 per Warrant. The Warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. On June 29, 2023, the Company
drew
down $500,000 of the working capital loan. As of June 30, 2023 and December 31, 2022, the Company had $500,000 and $0 borrowings under the Working Capital Loans.
Administrative Services Agreement
Commencing on February 10, 2022, the Company has agreed to reimburse the Sponsor or an affiliate thereof in an amount equal to $10,000 per month for office space, utilities and secretarial and administrative services. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2023, the Company incurred and paid $30,000 and $60,000, respectively, for these services. For the three and six months ended June 30, 2022, the Company incurred and paid $30,000 and $50,000, respectively, for these services. As of June 30, 2023 and December 31, 2022, the Company had no balance outstanding for services in connection with this agreement.
 
12
NOTE 6. COMMITMENTS AND CONTINGENCIES
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 Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants or Warrants issued upon conversion of the Working Capital Loans), are entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy- back” registration rights with respect to registration statement filed subsequent to the completion of the Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriters a discount of $0.20 per Unit, $4,600,000 in the aggregate. An additional fee of $0.35 per Unit, or approximately $8,050,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
On February 24, 2023 and on March 21, 2023, Barclays Capital Inc. and Citigroup Global Markets Inc., respectively, delivered notices to the Company formally waiving all rights to deferred underwriting commissions in connection with the Business Combination with GLAAM. The deferred underwriting fee was agreed between the Company, Barclays Capital Inc. and Citigroup Global Markets Inc. in the Initial Public Offering underwriting agreement signed by the parties on February 10, 2021 and would be earned in full upon completion of the Initial Public Offering but the payment of deferred underwriting fees was conditioned upon closing of the Business Combination with GLAAM such that the waivers were given by Barclays Capital Inc. and Citigroup Global Markets Inc. on a gratuitous basis without any consideration to Barclays Capital Inc. and Citigroup Global Markets Inc. from the Company. As of June 30, 2023 and December 31, 2022, the deferred underwriting fees payable was $8,050,000 and included
non-current
liabilities of the Company’s condensed consolidated balance sheets.
NOTE 7. SHAREHOLDERS’ DEFICIT
Preference Shares — The Company is authorized to issue 5,000,000 preference shares, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding.
Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A Ordinary Shares with a par value of $0.0001 per share. As of June 30, 2023 and December 31, 2022, there were no Class A Ordinary Shares issued or outstanding (excluding 23,000,000 of Class A Ordinary Shares subject to possible redemption).
Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B Ordinary Shares with a par value of $0.0001 per share. As of December 31, 2021, there were 7,666,667 Class B Ordinary Shares issued, including 1,000,000 subject to forfeiture. On January 27, 2022, the Company effected a share capitalization with respect to its Class B Ordinary Shares of 1,916,667 shares thereof, resulting in its initial shareholders holding an aggregate of 7,666,667 Founder Shares. On February 11, 2022, the underwriters fully exercised the over-allotment option; thus, the 1,000,000 Founder Shares are no longer subject to forfeiture. As of June 30, 2023 and December 31, 2022, there were 7,666,667 Class B Ordinary Shares issued and outstanding.
Holders of the Class A Ordinary Shares and holders of the Class B Ordinary Shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B Ordinary Shares shall have the right to vote on the election of the Company’s directors prior to the Business Combination.
Rights — As of June 30, 2023, and December 31, 2022, there were 23,000,000 rights issued and outstanding. Each holder of a right will receive
one-twelfth
(1/12) of a Class A Ordinary Share upon consummation of the Business Combination. In the event the Company will not be the survivor upon completion of the Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the
one-twelfth
(1/12) share underlying each right (without paying any additional consideration) upon consummation of the Business Combination. If the Company is unable to complete a Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights, and the rights will expire worthless. No fractional shares will be issued upon conversion of any rights.
 
13
NOTE 8. WARRANTS
The Company accounts for the 11,500,000 Public Warrants and 12,450,000 Private Placement Warrants in accordance with the guidance contained in ASC
815-40.
Such guidance provides that because the Warrants do not meet the criteria for equity treatment thereunder, each Warrant much be recorded as a liability. Accordingly, the Company classified each Warrant as a liability at its fair value. This liability is subject to
re-measurement
at each balance sheet date. With each such
re-measurement,
the Warrant liability is adjusted to fair value, with the change in fair value recognized in the Company’s unaudited condensed consolidated statements of operations.
Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants were issued upon separation of the Units and only whole Public Warrants trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their Warrants on a cashless basis under certain circumstances as a result of (i) the Company’s failure to have an effective registration statement by the 60th business day after the closing of the Business Combination or (ii) a notice of redemption described under “Redemption of Warrants when the price per share of Class A Ordinary Shares equals or exceeds $10.00”). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A Ordinary Shares issuable upon exercise of the Warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s Business Combination and to maintain a current prospectus relating to those Class A Ordinary Shares until the Warrants expire or are redeemed. If the shares issuable upon exercise of the Warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their Warrants on a cashless basis. However, no Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s Class A Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
The Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Ordinary Shares (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 such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of the Business Combination (net of redemptions) and (z) the volume weighted average trading price of Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 $10.00 and $18.00 per share redemption trigger prices described under “Redemption of Warrants for Class A Ordinary Shares” and “Redemption of Warrants for cash” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
The Private Placement Warrants are identical to the Public Warrants, except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including the Class A Ordinary Shares issuable upon exercise of these Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) they are subject to registration rights.
Redemption of Warrants when the price per share of Class A Ordinary Shares equals or exceeds $18.00: Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except as described herein with respect to 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; and
 
  •  
if, and only if the last reported sale price of Class A Ordinary Shares for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted).
 
14
The Company will not redeem the Warrants as described above unless an effective registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the Warrants is effective and a current prospectus relating to those Class A Ordinary Shares is available throughout the
30-day
redemption period. Any such exercise would not be on a cashless basis and would require the exercising Warrant holder to pay the exercise price for each Warrant being exercised.
Redemption of Warrants when the price per share of Class A Ordinary Shares equals or exceeds $10.00: Once the Warrants become exercisable, the Company may redeem the outstanding Warrants:
 
  •  
in whole and not in part;
 
  •  
at a price of $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their Warrants on a cashless basis after receiving notice of redemption but prior to redemption and receive that number of Class A Ordinary Shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A Ordinary Shares;
 
  •  
if, and only if the Reference Value equals or exceeds $10.00 per share (as adjusted); and
 
  •  
if, and only if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants. The fair market value” of Class A Ordinary Shares shall mean the volume-weighted average price of Class A Ordinary Shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of Warrants. In no event will the Warrants be exercisable in connection with this redemption feature for more than 0.361 Class A Ordinary Shares per Warrant (subject to adjustment).
In no event will the Company be required to net cash settle any Warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Warrants. Accordingly, the Warrants may expire worthless.
NOTE 9. FAIR VALUE MEASUREMENTS
The following table presents the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis as of June 30, 2023:
 
    
Level 1
     
Level 2
     
Level 3
     
Total
  
Assets:
            
Marketable securities held in Trust Account
    $ 243,333,857      $ —        $ —        $ 243,333,857  
  
 
 
     
 
 
     
 
 
     
 
 
  
Total assets
    $ 243,333,857      $ —        $ —        $ 243,333,857  
  
 
 
     
 
 
     
 
 
     
 
 
  
Liabilities:
            
Public Warrants
    $ —          517,500      $ —          517,500  
Private Placement Warrants
      —          560,250        —          560,250  
  
 
 
     
 
 
     
 
 
     
 
 
  
Total liabilities
    $ —        $ 1,077,750      $ —        $ 1,077,750  
  
 
 
     
 
 
     
 
 
     
 
 
  
The following table presents the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis as of December 31, 2022:
 
    
Level 1
     
Level 2
     
Level 3
     
Total
  
Assets:
            
Marketable securities held in Trust Account
    $ 238,038,403      $ —        $ —        $ 238,038,403  
  
 
 
     
 
 
     
 
 
     
 
 
  
Total assets
    $ 238,038,403      $ —        $ —        $ 238,038,403  
  
 
 
     
 
 
     
 
 
     
 
 
  
Liabilities:
            
Public Warrants
    $ —        $ 690,000      $ —        $ 690,000  
Private Placement Warrants
      —          747,000        —          747,000  
  
 
 
     
 
 
     
 
 
     
 
 
  
Total liabilities
    $ —        $ 1,437,000      $ —        $ 1,437,000  
  
 
 
     
 
 
     
 
 
     
 
 
  
 
15
The Warrants are accounted for as liabilities pursuant to ASC
815-40
and are measured at fair value as of each reporting date. Changes in the fair value of the Warrants are recorded in the unaudited condensed consolidated statement of operations each period. Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period in which a change in valuation technique or methodology occurs. Level 1 instruments include investments in mutual funds invested in government 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.
Upon consummation of the Initial Public Offering on February 15, 2022, the Company’s Warrants were classified as Level 3 due to unobservable inputs used in the initial valuation. On April 4, 2022, the Public Warrants surpassed the
52-day
threshold waiting period to be publicly traded in accordance with the Prospectus filed February 11, 2022. Once publicly traded, the observable input qualifies the liability for treatment as a Level 1 liability. The estimated fair value of Public Warrants was transferred from a Level 1 measurement to a Level 2 measurement due to lack of trading activity as of June 30, 2022, and remained Level 2 liabilities as of and for the period ending June 30, 2023. As of June 30, 2022, the Private Placement Warrants were transferred to Level 2 due to a make-whole provision which results in the Private Placement Warrants having the same terms as the Public Warrants, which the Company determined to use the value of the closing price of the Public Warrants for Private Placement Warrants. The Private Placement Warrants remained Level 2 liabilities as of and for the period ending June 30, 2023.
The following table presents a summary of the changes in the fair value of the derivative w
arr
ant liabilities for the six months ended June 30, 2023:
 
    
Public Warrants
     
Private
Placement
Warrants
     
Total
  
Fair value at January 1, 2023
    $ 690,000      $ 747,000      $ 1,437,000  
Change in fair value
      460,000        498,000        958,000  
  
 
 
     
 
 
     
 
 
  
Fair value as of March 31, 2023
    $ 1,150,000      $ 1,245,000      $ 2,395,000  
  
 
 
     
 
 
     
 
 
  
Change in fair value
      (632,500 )       (684,750 )       (1,317,250 ) 
  
 
 
     
 
 
     
 
 
  
Fair value as of June 30, 2023
    $ 517,500      $ 560,250      $ 1,077,750  
  
 
 
     
 
 
     
 
 
  
The following table presents a summary of the changes in the fair value of the derivative warrant liabilities for the year ended December 31, 2022:
 
    
Public Warrants
     
Placement
Warrants
     
Total
  
Fair value at January 1, 2022
    $ —        $ —        $ —    
Fair value at February 15, 2022
      3,001,500        3,286,800        6,288,300  
Change in fair value
      (2,311,500 )       (2,539,800 )       (4,851,300 ) 
  
 
 
     
 
 
     
 
 
  
Fair value as of December 31, 2022
    $ 690,000      $ 747,000      $ 1,437,000  
  
 
 
     
 
 
     
 
 
  
There are no financial instruments measured at Level 3 for the six months ended June 30, 2023.
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the unaudited condensed consolidated balance sheet date through the date that the unaudited condensed consolidated financial statements were issued. Except for the three amendments to business combination agreement (Note 1) and the extension proxy statement, the Company did not identify any subsequent events that have not been disclosed in the unaudited condensed consolidated financial statements.
 
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Item 2.

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

References to the “company,” “our,” “us” or “we” refer to Jaguar Global Growth Corporation I. The following discussion and analysis of the company’s financial condition and results of operations should be read in conjunction with the unaudited interim condensed 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, and Section 21E of 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. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

Overview

We are a blank check company incorporated on March 31, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

Our sponsor is Jaguar Global Growth Partners I, LLC, a Delaware limited liability company. The registration statement for our initial public offering (“Initial Public Offering”) was declared effective on February 10, 2022. On February 15, 2022, we consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A Ordinary Shares included in the units being offered, the “Class A Ordinary Shares”), at $10.00 per Unit, which includes the exercise in full of the underwriters’ option to purchase an additional 3,000,000 Units at the Initial Public Offering price to cover over-allotments, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $12.65 million, inclusive of $8.05 million in deferred underwriting commissions. Each Unit consists of one Class A Ordinary Share, $0.0001 par value per share, one right to receive one-twelfth (1/12) of one Class A Ordinary Share and one-half of one redeemable Warrant (“Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment.

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 12,450,000 Warrants at a price of $1.00 per Warrant (“Private Placement Warrants”) to the sponsor, generating gross proceeds of $12.45 million.

Upon the closing of the Initial Public Offering and the private placement on February 15, 2022, $234.6 million ($10.20 per Unit) of the net proceeds of the sale of the units in the Initial Public Offering and the private placement were placed in a non-interest bearing trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee. Since the Initial Public Offering, the proceeds have been and will only be invested in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the trust account as described below.

On March 2, 2023, the Business Combination Agreement was entered into by and among JGGC, New PubCo, Exchange Sub, and GLAAM. Pursuant to the Business Combination Agreement, the parties therein have agreed that, on the terms and subject to the conditions set forth therein, at the Closing, pursuant to which, among other things, (i) JGGC shall be merged with and into New PubCo, with New PubCo surviving the merger (ii) immediately thereafter, New PubCo shall issue a number of ordinary shares, par value $0.0001 per share, of New PubCo (“New PubCo Ordinary Shares”), equal to the Aggregate Share Swap Consideration (as defined in the Business Combination Agreement), consisting of the quotient of (1)(A) $183,600,00 plus (B) the aggregate amount of proceeds actually received pursuant to all Approved Company Financings (as defined in the Business Combination Agreement) as of immediately prior to the effective time of the Merger, divided by (2) the redemption price per ordinary share payable to JGGC’s shareholders that elect to redeem Class A Ordinary Shares in connection with the Proposed Transaction (as defined below) to Exchange Sub and, in exchange therefor, Exchange Sub shall issue a non-interest bearing note (in a form that is reasonably acceptable to the parties) to New PubCo pursuant to which Exchange Sub shall promise to repay to New PubCo the value of the Aggregate Share Swap Consideration so transferred, and (iii) all shareholders of GLAAM will transfer their respective common shares, par value KRW 500 per share, of GLAAM (the “GLAAM Common Shares”) to Exchange Sub in connection with the Share Swap (as defined in the Business Combination Agreement) (such transactions and those otherwise contemplated by the Business Combination Agreement, collectively, the “Proposed Transactions” or “Business Combination”). The parties to the Business Combination Agreement expect the Proposed Transactions to close in the third quarter of 2023.

On May 5, 2023, we announced the public filing of a registration statement on Form F-4 with the U.S. Securities and Exchange Commission (the “SEC”). The registration statement includes a draft proxy statement/prospectus in connection with the business combination involving us and GLAAM. An 8-K was filed on May 5, 2023 in relation to this event.

On June 16, 2023 the Company, New PubCo, Exchange Sub and GLAAM entered into that certain Amendment No. 1 to the Business Combination Agreement (the “BCA Amendment No. 1”). The BCA Amendment No. 1 amends Section 1.01 to the Business Combination Agreement to amend and restate the definition of “SPAC Share Price” to read in its entirety as follows: “SPAC Share Price” shall mean $10.60. An 8-K was filed on June 22, 2023 in relation to this event.

On July 7, 2023, the Company, New PubCo, Exchange Sub and GLAAM entered into that certain Amendment No. 2 to the Business Combination Agreement (the “BCA Amendment No. 2”). The BCA Amendment No. 2 amends Section 1.1, 3.5 and 3.9(a) to the Business Combination Agreement. An 8-K was filed on July 11, 2023 in relation to this event.

On July 18, 2023, the Company, New PubCo, Exchange Sub and GLAAM entered into that certain Amendment No. 3 to the Business Combination Agreement (the “BCA Amendment No. 3”). The BCA Amendment No. 3 provides that the Company shall file with the SEC a proxy statement pursuant to which it will propose and seek approval to extend the date by which it has to consummate a business combination to September 15, 2023 (the “Extended Date”) and to allow the Company without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to three times by an additional one month each time, until December 15, 2023 (as so extended, the “Termination Date), unless the closing of the business combination has occurred prior to such Termination Date (such proposal, the “Extension Proposal”). An 8-K was filed on July 20, 2023 in relation to this event.

On July 13, 2023 the Company filed a preliminary proxy statement with the SEC regarding a shareholder meeting to implement certain amendments to its amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”), including the Extension Proposal described above. On July 19,2023 the Company filed a revised preliminary proxy statement with the SEC addressing the comment letter received on July 17, 2023. On July 26, 2023 the Company filed a definitive proxy statement with the SEC regarding such shareholder meeting. On August 3, 2023 the Company filed a supplement to the definitive proxy statement with the SEC regarding an extension payment in connection with the Extension Proposal described above. Please refer to the Company’s proxy filings for additional details.

Our management has broad discretion with respect to the specific application of the net proceeds of our Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating our Business Combination.

 

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If we are unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, unless the Extension Proposal is approved by shareholders and implemented, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of the then outstanding public shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Liquidity and Capital Resources

As of June 30, 2023 and prior to the completion of our Business Combination, we had cash of $227,806 held outside the Trust Account. We will use these funds to primarily travel and structure and complete a Business Combination, and, if the proposed Business Combination with GLAAM is not completed, to identify and evaluate target businesses and perform business due diligence on prospective target businesses.

If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity in order to meet the expenditures required for operating our business prior to our business combination, other than funds available from loans from the Sponsor, its affiliates or members of our management team. Additionally, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended business combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our business combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that our business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into Warrants of the post- business combination entity at a price of $1.00 per Warrant at the option of the lender. The Warrants would be identical to the Private Placement Warrants. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our business combination, we do not expect to seek loans from parties other than the Sponsor, its affiliates or our management team as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

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

Going Concern

On a routine basis, we assess going concern considerations in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 205-40 “Presentation of Financial Statements – Going Concern”. As of June 30, 2023, we had $227,806 in cash, a working capital deficit of $3,446,881, and $243,333,857 of marketable securities held in the Trust Account to be used for a Business Combination, another initial business combination, or to repurchase or redeem our ordinary shares in connection therewith. The Sponsor intends, but is not obligated to, provide us with Working Capital Loans to sustain operations in the event of a liquidity deficiency.

We have until August 15, 2023, to consummate a Business Combination. If a Business Combination is not consummated by this date there will be a mandatory liquidation and subsequent dissolution of the Company. On July 26, 2023, we filed with the SEC a definitive proxy statement (as supplemented by the supplement proxy statement dated as of August 3, 2023) requesting the Extension Proposal described above that the shareholders will be voting on at the meeting scheduled to be held on August 11, 2023. As of June 30, 2023, we do not have sufficient cash to meet its working capital needs and its operations leading up to potential Business Combination have been funded by a related party. If we are unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which include, but are not necessarily limited to, suspending the pursuit of a Business Combination. We cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The liquidity condition, date for mandatory liquidation and subsequent dissolution within twelve months raises substantial doubt about our ability to continue as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s intent is to complete a Business Combination prior to the mandatory liquidation date.

Results of Operations

Our entire activity from inception to June 30, 2023 was in preparation for our formation and the Initial Public Offering, and since the Initial Public Offering, our search for a prospective target for our Business Combination. We will not generate any operating revenues until after completion of our Business Combination, at the earliest. We may generate non-operating income in the form of interest income on cash and cash equivalents. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. Since the date of the public offering, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended June 30, 2023, we had a net income of $2,964,867, consisting of $1,124,044 loss from operations, all consisting of general and administrative expenses, offset by change in fair value of derivative warrant liabilities of $1,317,250 and dividends and interest on marketable securities (net), held in the Trust Account of $2,771,661.

For the six months ended June 30, 2023, we had a net income of $2,216,112, consisting of $3,438,592 loss from operations, all consisting of general and administrative expenses, offset by change in fair value of derivative warrant liabilities of $359,250 and dividends and interest on marketable securities (net), held in the Trust Account of $5,295,454.

For the three months ended June 30, 2022, we had net income of $3,658,940, consisting of $299,459 loss from operations, all consisting of general and administrative expenses, offset by change in fair value of derivative warrant liabilities of $3,632,700 and a gain of $325,699 related to marketable securities.

For the six months ended June 30, 2022, we had net income of $2,269,831, consisting of $570,534 loss from operations, all consisting of general and administrative expenses, offset by change in fair value of derivative warrant liabilities of $2,695,800 and a gain of $359,604 related to marketable securities, further offset by $215,039 of transaction costs allocation to derivative warrant liabilities.

 

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Contractual Obligations

Administrative Services Agreement

Commencing on February 10, 2022 we agreed to pay our sponsor or an affiliate of our sponsor a total of $10,000 per month for office space, secretarial and administrative services, research and other services provided to us and to reimburse our sponsor for any out-of-pocket expenses related to identifying, investigating and completing a Business Combination. Upon completion of the Business Combination or our liquidation, we will cease paying these monthly fees. For the three and six months ended June 30, 2023, we incurred and paid $30,000 and $60,000, respectively, for these services. For the three months and six months ended June 30, 2022, the Company incurred and paid $30,000 and $50,000, respectively, for these services. As of June 30, 2023 and December 31, 2022, we had no balance outstanding for services in connection with this agreement.

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and any Warrants that may be issued upon conversion of working capital loans (and any Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans) are to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of this offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

We granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On February 11, 2021, the underwriters fully exercised the over-allotment option.

On February 24, 2023 and on March 21, 2023, Barclays Capital Inc. and Citigroup Global Markets Inc., respectively, delivered notices to us formally waiving all rights to deferred underwriting commissions in connection with the Business Combination with GLAAM. The deferred underwriting fee was agreed between the Company, Barclays Capital Inc. and Citigroup Global Markets Inc. in the Initial Public Offering underwriting agreement signed by the parties on February 10, 2021 and would be earned in full upon completion of the Initial Public Offering but the payment of deferred underwriting fees was conditioned upon closing of the Business Combination with GLAAM such that the waivers were given by Barclays Capital Inc. and Citigroup Global Markets Inc. on a gratuitous basis without any consideration to Barclays Capital Inc. and Citigroup Global Markets Inc. from us.

Critical Accounting Estimates

The preparation of unaudited condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and expenses during the period reported. Actual results could materially differ from those estimates. We have identified the following critical accounting estimates effecting our unaudited condensed consolidated financial statements:

Warrant Liabilities

We account for the warrants issued in connection with our Initial Public Offering in accordance with the guidance contained in ASC 815 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our unaudited condensed statements of operations. For periods subsequent to the Public Warrants being publicly traded, the closing price of the Public Warrant price on the last business day of each period end was used as the fair value of the Public Warrants as of each relevant date. Due to a make-whole provision which results in the Private Placement Warrants having the same terms as the Public Warrants, the closing price of the Public Warrant price on the last business day of each period end was used as the fair value of the Private Warrants as of each relevant date.

 

19

Table of Contents

Recent Accounting Pronouncements

We do not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our unaudited condensed consolidated financial statements.

Off-balance Sheet Arrangements

As of June 30, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

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 may take advantage of complying 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, our unaudited condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

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 of the Sarbanes-Oxley Act, (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 unaudited 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 principal executive officer’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.

 

20

Table of Contents
Item 3.

Quantitative and Qualitative Disclosures About Market Risk

The net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants have been and will only be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

We accounted for the 23,950,000 Warrants issued in connection with the Initial Public Offering (the 11,500,000 Warrants included in the units and the 12,450,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the Warrants do not meet the criteria for equity treatment thereunder, each Warrant must be recorded as a liability. Accordingly, we classify each Warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the Warrant liability will be adjusted to fair value, with the change in fair value recognized in our unaudited condensed consolidated statement of operations.

Accordingly, changes in the fair value of the Warrants each reporting period are adjusted through earnings, subjecting us to non-cash volatility in our results of operations.

 

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of August 9, 2023. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the fiscal quarter ended June 30, 2023 covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

21

Table of Contents

PART II—OTHER INFORMATION

 

Item 1.

Legal Proceedings

None.

 

Item 1A.

Risk Factors

As of the date of this Quarterly Report on Form 10-Q, except as stated below, there have been no material changes to the risk factors disclosed in the company’s Annual Report on Form 10-K filed with the SEC on March 29, 2023. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Inflation Reduction Act of 2022

On August 16, 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 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 a Business Combination and inhibit the Company’s ability to complete a Business Combination.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Simultaneously with the consummation of the Initial Public Offering on February 15, 2022, we completed the private placement of 12,450,000 Private Placement Warrants at a purchase price of $1.00 per private placement Warrant, to our sponsor, generating gross proceeds to us of $12,450,000. The Private Placement Warrants are identical to the Warrants included in the units issued in our Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until the completion of a Business Combination, subject to certain limited exceptions. 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.

In connection with the Initial Public Offering, our sponsor had agreed to loan us an aggregate of up to $300,000 and as of December 31, 2021 we had borrowed an aggregate amount of $250,000 under an unsecured amended and restated promissory note. We fully repaid such loan upon the closing of the Initial Public Offering.

Of the gross proceeds received from the Initial Public Offering and the full exercise of the option to purchase additional Shares, $234.6 million was placed in the trust account. The net proceeds of the Initial Public Offering and certain proceeds from the private placement are invested in U.S. government treasury bills with a maturity of 185 days or less and in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

We paid a total of approximately $4,600,000 in underwriting discounts and commissions related to the Initial Public Offering.

 

Item 3.

Defaults upon Senior Securities

None.

 

Item 4.

Mine Safety Disclosures.

Not applicable.

 

Item 5.

Other Information.

None.

 

22

Table of Contents
Item 6.

Exhibits.

 

Exhibit

Number

   

Description

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

 

*

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

 

23

Table of Contents

SIGNATURE

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

 

Dated: August 9, 2023     Jaguar Global Growth Corporation I
    By:   /s/ Anthony R. Page
    Name:   Anthony R. Page
    Title:   Chief Financial Officer

 

24

Exhibit 31.1

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15(d)-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gary R. Garrabrant, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q for the three months ended June 30, 2023 of Jaguar Global Growth Corporation I;

 

2.

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

 

3.

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

 

4.

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

 

  a)

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

 

  b)

[Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942];

 

  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 or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2023

 

/s/ Gary R. Garrabrant
Gary R. Garrabrant
Chief Executive Officer
(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15(d)-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Anthony R. Page, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q for the three months ended June 30, 2023 of Jaguar Global Growth Corporation I;

 

2.

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

 

3.

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

 

4.

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

 

  a)

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

 

  b)

[Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942];

 

  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 or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2023

 

/s/ Anthony R. Page
Anthony R. Page
Chief Financial Officer
(Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Jaguar Global Growth Corporation I (the “Company”) on Form 10-Q for the three months ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Gary R. Garrabrant, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

 

  1.

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

 

  2.

To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: August 9, 2023

 

/s/ Gary R. Garrabrant

Gary R. Garrabrant

Chief Executive Officer

(Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Jaguar Global Growth Corporation I (the “Company”) on Form 10-Q for the three months ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Anthony R. Page, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

 

  1.

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

 

  2.

To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: August 9, 2023

 

/s/ Anthony R. Page

Anthony R. Page

Chief Financial Officer

(Principal Financial and Accounting Officer)

v3.23.2
Cover Page - shares
 6 Months Ended
Jun. 30, 2023
Aug. 09, 2023
Document Information [Line Items]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Jun. 30, 2023  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q2  
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 001-41284  
Entity Registrant Name Jaguar Global Growth Corporation I  
Entity Central Index Key 0001857518  
Current Fiscal Year End Date --12-31  
Entity Incorporation, State or Country Code E9  
Entity Tax Identification Number 98-1593783  
Entity Address, Address Line One 601 Brickell Key Drive  
Entity Address, Address Line Two Suite 700  
Entity Address, City or Town Miami  
Entity Address, State or Province FL  
Entity Address, Postal Zip Code 33131  
City Area Code 646  
Local Phone Number 663-4945  
Title of 12(b) Security Class A ordinary shares, par value $0.0001 per share  
Trading Symbol JGGC  
Security Exchange Name NASDAQ  
Entity Current Reporting Status No  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Shell Company true  
Capital Units [Member]    
Document Information [Line Items]    
Title of 12(b) Security Units, each consisting of one Class A ordinary share, one right and one-half of one redeemable warrant  
Trading Symbol JGGCU  
Security Exchange Name NASDAQ  
Rights [Member]    
Document Information [Line Items]    
Title of 12(b) Security Rights entitling the holder thereof to receive one-twelfth (1/12) of one Class A ordinary share of the Company  
Trading Symbol JGGCR  
Security Exchange Name NASDAQ  
Warrants [Member]    
Document Information [Line Items]    
Title of 12(b) Security Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50  
Trading Symbol JGGCW  
Security Exchange Name NASDAQ  
Common Class A [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   23,000,000
Common Class B [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   7,666,667
v3.23.2
Condensed Consolidated Balance Sheets - USD ($)
Jun. 30, 2023
Dec. 31, 2022
ASSETS    
Cash $ 227,806 $ 640,582
Prepaid expenses 399,167 609,370
Receivable 35,361 0
Other current asset - related party 0 6,600
Total current assets 662,334 1,256,552
Marketable securities held in Trust Account 243,333,857 238,038,403
Other non-current assets 0 65,283
Total Assets 243,996,191 239,360,238
Current liabilities:    
Accounts payable 2,427,598 187,011
Due to related party 557,759 57,360
Accrued expenses 1,123,858 1,085,753
Total current liabilities 4,109,215 1,330,124
Deferred underwriting fees payable 8,050,000 8,050,000
Derivative warrant liabilities 1,077,750 1,437,000
Total liabilities 13,236,965 10,817,124
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 shares at redemption value of $10.58 and $10.35 per share at June 30, 2023 and December 31, 2022, respectively 243,233,857 237,938,403
Shareholders' deficit    
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding at June 30, 2023 and December 31, 2022 0 0
Additional paid-in capital 0 0
Accumulated deficit (12,475,398) (9,396,056)
Total shareholders' deficit (12,474,631) (9,395,289)
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit $ 243,996,191 $ 239,360,238
Related Party [Member]    
Current liabilities:    
Other Liability, Current, Related Party, Type [Extensible Enumeration] Related Party [Member] Related Party [Member]
Common Class A [Member]    
Current liabilities:    
Class A ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 shares at redemption value of $10.58 and $10.35 per share at June 30, 2023 and December 31, 2022, respectively $ 243,233,857 $ 237,938,403
Shareholders' deficit    
Common stock value issued 0 0
Common Class B [Member]    
Shareholders' deficit    
Common stock value issued $ 767 $ 767
v3.23.2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 2023
Dec. 31, 2022
Temporary equity redemption value per share $ 10.2  
Preferred stock par or stated value per share $ 0.0001 $ 0.0001
Preferred stock shares authorized 5,000,000 5,000,000
Preferred stock shares issued 0 0
Preferred stock shares outstanding 0 0
Common Class A [Member]    
Temporary Equity par or stated value per share $ 0.0001 $ 0.0001
Temporary equity redemption value per share $ 10.58 $ 10.35
Temporary equity shares outstanding 23,000,000 23,000,000
Common stock par or stated value per share $ 0.0001 $ 0.0001
Common stock shares authorized 500,000,000 500,000,000
Common stock shares issued 0 0
Common stock shares outstanding 0 0
Common Class B [Member]    
Common stock par or stated value per share $ 0.0001 $ 0.0001
Common stock shares authorized 50,000,000 50,000,000
Common stock shares issued 7,666,667 7,666,667
Common stock shares outstanding 7,666,667 7,666,667
v3.23.2
Condensed Consolidated Statements Of Operations - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
General and administrative expenses $ 1,124,044 $ 299,459 $ 3,438,592 $ 570,534
Loss from operations (1,124,044) (299,459) (3,438,592) (570,534)
Change in fair value of derivative warrant liabilities 1,317,250 3,632,700 359,250 2,695,800
Dividends and interest on marketable securities (net), held in Trust Account 2,771,661 325,699 5,295,454 359,604
Transaction costs allocation to derivative warrant liabilities 0 0 0 (215,039)
Net income 2,964,867 3,658,940 2,216,112 2,269,831
Class A Common Stock Subject To Possible Redemption [Member]        
Net income $ 2,223,650 $ 2,744,205 $ 1,662,084 $ 1,588,137
Weighted Average Number of Shares Outstanding, Basic 23,000,000 23,000,000 23,000,000 17,281,768
Weighted Average Number of Shares Outstanding, Diluted 23,000,000 23,000,000 23,000,000 17,281,768
Earnings Per Share, Basic $ 0.1 $ 0.12 $ 0.07 $ 0.09
Earnings Per Share, Diluted $ 0.1 $ 0.12 $ 0.07 $ 0.09
Class B Non Redeemable Common Stock [Member]        
Net income $ 741,217 $ 914,735 $ 554,028 $ 681,694
Weighted Average Number of Shares Outstanding, Basic 7,666,667 7,666,667 7,666,667 7,418,048
Weighted Average Number of Shares Outstanding, Diluted 7,666,667 7,666,667 7,666,667 7,418,048
Earnings Per Share, Basic $ 0.1 $ 0.12 $ 0.07 $ 0.09
Earnings Per Share, Diluted $ 0.1 $ 0.12 $ 0.07 $ 0.09
v3.23.2
Condensed Consolidated Statements Of Changes In Shareholders' Deficit - USD ($)
Total
Additional Paid-in Capital [Member]
Accumulated Deficit [Member]
Common Class B [Member]
Common Stock [Member]
Beginning balance at Dec. 31, 2021 $ (14,954) $ 24,233 $ (39,954) $ 767
Beginning balance, Shares at Dec. 31, 2021       7,666,667
Fair value of rights 1,410,946 1,410,946    
Other offering costs (82,164) (82,164)    
Excess cash received over fair value of Private Placement Warrants 9,163,200 9,163,200    
Accretion of Class A ordinary shares to redemption value (22,149,114) (10,516,215) (11,632,899)  
Net income (loss) (1,389,109)   (1,389,109)  
Ending balance at Mar. 31, 2022 (13,061,195) 0 (13,061,962) $ 767
Ending balance, Shares at Mar. 31, 2022       7,666,667
Beginning balance at Dec. 31, 2021 (14,954) 24,233 (39,954) $ 767
Beginning balance, Shares at Dec. 31, 2021       7,666,667
Net income (loss) 2,269,831      
Ending balance at Jun. 30, 2022 (9,661,859) 0 (9,662,626) $ 767
Ending balance, Shares at Jun. 30, 2022       7,666,667
Beginning balance at Dec. 31, 2021 (14,954) 24,233 (39,954) $ 767
Beginning balance, Shares at Dec. 31, 2021       7,666,667
Ending balance at Dec. 31, 2022 (9,395,289) 0 (9,396,056) $ 767
Ending balance, Shares at Dec. 31, 2022       7,666,667
Beginning balance at Mar. 31, 2022 (13,061,195) 0 (13,061,962) $ 767
Beginning balance, Shares at Mar. 31, 2022       7,666,667
Accretion of Class A ordinary shares to redemption value (259,604) 0 (259,604)  
Net income (loss) 3,658,940   3,658,940  
Ending balance at Jun. 30, 2022 (9,661,859) 0 (9,662,626) $ 767
Ending balance, Shares at Jun. 30, 2022       7,666,667
Beginning balance at Dec. 31, 2022 (9,395,289) 0 (9,396,056) $ 767
Beginning balance, Shares at Dec. 31, 2022       7,666,667
Accretion of Class A ordinary shares to redemption value (2,523,793) 0 (2,523,793)  
Net income (loss) (748,755)   (748,755)  
Ending balance at Mar. 31, 2023 (12,667,837) 0 (12,668,604) $ 767
Ending balance, Shares at Mar. 31, 2023       7,666,667
Beginning balance at Dec. 31, 2022 (9,395,289) 0 (9,396,056) $ 767
Beginning balance, Shares at Dec. 31, 2022       7,666,667
Net income (loss) 2,216,112      
Ending balance at Jun. 30, 2023 (12,474,631) 0 (12,475,398) $ 767
Ending balance, Shares at Jun. 30, 2023       7,666,667
Beginning balance at Mar. 31, 2023 (12,667,837) 0 (12,668,604) $ 767
Beginning balance, Shares at Mar. 31, 2023       7,666,667
Accretion of Class A ordinary shares to redemption value (2,771,661) 0 (2,771,661)  
Net income (loss) 2,964,867   2,964,867  
Ending balance at Jun. 30, 2023 $ (12,474,631) $ 0 $ (12,475,398) $ 767
Ending balance, Shares at Jun. 30, 2023       7,666,667
v3.23.2
Condensed Consolidated Statements Of Cash Flows - USD ($)
 3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2022
Mar. 31, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Cash Flows from Operating Activities              
Net income $ 2,964,867 $ (748,755) $ 3,658,940 $ (1,389,109) $ 2,216,112 $ 2,269,831  
Adjustments to reconcile net loss to net cash used in operating activities:              
Dividends and interest on marketable securities (net), held in Trust Account (2,771,661)   (325,699)   (5,295,454) (359,604)  
Transaction costs allocated to derivative warrant liabilities 0   0   0 215,039  
Formation and operating expenses funded by related party         399 16,025  
Change in fair value of derivative warrant liabilities (1,317,250)   (3,632,700)   (359,250) (2,695,800)  
Changes in operating assets and liabilities:              
Prepaid and other assets         282,086 (1,015,198)  
Receivable         (35,361) 0  
Accounts payable         2,240,587 (10,242)  
Accrued expenses         38,105 (167,037)  
Net cash used in operating activities         (912,776) (1,746,986)  
Cash Flows from Investing Activities              
Investment of cash into Trust Account         0 (234,600,000)  
Net cash used in investing activities         0 (234,600,000)  
Cash Flows from Financing Activities              
Proceeds from note payable and advances from related party         500,000 0  
Repayment of note payable and advances from related party         0 (253,893)  
Proceeds from sale of Class A Ordinary Shares, gross         0 230,000,000  
Proceeds from sale of Private Placement Warrants         0 12,450,000  
Offering costs paid         0 (4,987,825)  
Net cash provided by financing activities         500,000 237,208,282  
Net change in cash         (412,776) 861,296  
Cash—beginning of period   $ 640,582   $ 33,640 640,582 33,640 $ 33,640
Cash—end of period $ 227,806   $ 894,936   227,806 894,936 $ 640,582
Supplemental disclosure of noncash investing and financing activities:              
Deferred underwriting fees payable         $ 0 $ 8,050,000  
v3.23.2
Description of Organization, Business Operations and Liquidity
 6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Organization, Business Operations and Liquidity
NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY
Organization and General
Jaguar Global Growth Corporation I (the “Company”) is a blank check company incorporated in the Cayman Islands on March 31, 2021. The Company was 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 (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.
As of June 30, 2023, the Company had not commenced any operations. All activity through June 30, 2023 relates to the Company’s formation and its initial public offering (the “Initial Public Offering”) and efforts to identify and complete a Business Combination, described below. The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. The Company generates
non-operating
income in the form of interest income on investments from the proceeds derived from its Initial Public Offering. The Company has selected December 31 as its fiscal year end.
On February 15, 2022, the Company consummated its Initial Public Offering of 23,000,000 units (the “Units”), including the issuance of 3,000,000 Units as a result of the underwriter’s exercise of its over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), one right and
one-half
of one redeemable warrant (“Public Warrant”). Each holder of a right will receive
one-twelfth
(1/12) of a Class A Ordinary Share upon consummation of the Company’s Business Combination. Each whole Public Warrant entitles the holder thereof to purchase one whole Class A Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000, which is described in Note 3. The Company’s sponsor is Jaguar Global Growth Partners I, LLC, a Delaware limited liability company (the “Sponsor”).
If the Company is unable to complete a Business Combination within the required time period and the Company liquidates the funds held in the trust account, holders of rights will not receive any of such funds for their rights, and the rights will expire worthless. No fractional shares will be issued upon conversion of any rights. As a result, a rights holder must have 12 rights in order to receive a Class A Ordinary Share at the closing of the Company’s Business Combination.
Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Warrants purchase agreement, the Company completed the private placement (the “Private Placement”) of 12,450,000 warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $12,450,000, which is described in Note 4.
Following the closing of the Initial Public Offering on February 15, 2022, an amount of $234,600,000 ($10.20 per Unit) of the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants, comprised of $230,000,000 of the proceeds from the Initial Public Offering (which includes $8,050,000 of the underwriter’s deferred commissions) and $12,450,000 of the proceeds of the sale of Private Placement Warrants, was first placed in a U.S.-based trust account (the “Trust Account”) at J.P. Morgan Chase Bank N.A., then was subsequently transferred to Morgan Stanley, all while continuing to be maintained by Continental Stock Transfer & Trust Company, acting as trustee. The funds in the Trust Account are invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule
2a-7
promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account until the earliest of (i) the completion of the Business Combination; (ii) the redemption of the Class A Ordinary Shares included in the Units (the “Public Shares”) if the Company is unable to complete the Business Combination within 18 months from the closing of the Initial Public Offering, subject to applicable law; or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem 100% of the Public Shares if the Company has not consummated the Business Combination within 18 months from the closing of the Initial Public Offering or (B) with respect to any other material provisions relating to shareholders’ rights or
pre-Business
Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.
On February 28, 2023, Jaguar Global Growth Korea Co., Ltd., a stock corporation (chusik hoesa) organized under the laws of the Republic of Korea (“Exchange Sub”) was incorporated and is a wholly owned subsidiary of JGGC.
 
On March 2, 2023, the Company and GLAAM Co., Ltd., a corporation (chusik hoesa) organized under the laws of the Republic of Korea (“GLAAM”), issued a joint press release announcing the execution of a Business Combination Agreement by and among JGGC, GLAAM, Phygital Immersive Limited, a Cayman Islands exempted company limited by shares (“New PubCo”), and Exchange Sub (as it may be amended and/or restated from time to time, the “Business Combination Agreement”), pursuant to which (i) JGGC shall be merged with and into New PubCo, with New PubCo surviving the merger, (ii) immediately thereafter, New PubCo shall issue a certain number of ordinary shares, par value $0.0001 per share, of New PubCo (the “New PubCo Ordinary Shares”), to Exchange Sub and, in exchange therefor, Exchange Sub shall issue a
non-interest
bearing note (in a form that is reasonably acceptable to the parties) to New PubCo pursuant to which Exchange Sub shall promise to repay to New PubCo the value of such New PubCo Ordinary Shares so transferred, and (iii) all shareholders of GLAAM will transfer their respective common shares, par value KRW 500 per share, of GLAAM to Exchange Sub in exchange for New PubCo Ordinary Shares (such transactions and those otherwise contemplated by the Business Combination Agreement”).
On May 5, 2023, the Company announced the public filing of a registration statement on Form
F-4
with the U.S. Securities and Exchange Commission (the “SEC”). The registration statement includes a draft proxy statement/prospectus in connection with the business combination involving the Company and GLAAM. Please refer to
8-K
filed on May 5, 2023 for additional details.
On June 16, 2023
, the Company, New PubCo, Exchange Sub and GLAAM entered into that certain Amendment No. 1 to the Business Combination Agreement (the “BCA Amendment No. 1”). The BCA Amendment No. 1 amends Section 1.01 to the Business Combination Agreement to amend and restate the definition of “SPAC Share Price” to read in its entirety as follows: “SPAC Share Price” shall mean $10.60. Please refer to
8-K
filed on June 22, 2023 for additional details.
On July 7, 2023, the Company, New PubCo, Exchange Sub and GLAAM entered into that certain Amendment No. 2 to the Business Combination Agreement (the “BCA Amendment No. 2”). The BCA Amendment No. 2 amends Section 1.1, 3.5 and 3.9(a) to the Business Combination Agreement. Please refer to
8-K
filed on July 11, 2023 for additional details.
On July 18, 2023, the Company, New PubCo, Exchange Sub and GLAAM entered into that certain Amendment No. 3 to the Business Combination Agreement (the “BCA Amendment No. 3”). The BCA Amendment No. 3 provides that the Company shall file with the SEC a proxy statement pursuant to which it will propose and seek approval to extend the date by which it has to consummate a business combination to September 15, 2023 (the “Extended Date”) and to allow the Company without another shareholder vote, to elect to extend the termination date to consummate a business combination on a monthly basis for up to three times by an additional one month each time, until December 15, 2023 (as so extended, the “Termination Date”), unless the closing of the business combination has occurred prior to such Termination Date (such proposal, the “Extension Proposal”). Please refer to
8-K
filed on July 20, 2023 for additional details.
On July 13, 2023 the Company filed a preliminary proxy statement with the SEC regarding a shareholder meeting to implement certain amendments to its amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”), including the Extension Proposal described above. On July 19, 2023 the Com
pan
y filed a revised preliminary proxy statement with the SEC addressing the comment letter received on July 17, 2023. On July 26, 2023 the Company filed a definitive proxy statement with the SEC regarding such shareholder meeting. On August 3, 2023 the Company filed a supplement to the definitive proxy statement with the SEC regarding an extension payment in connection with the Extension Proposal described above. Please refer to the Company’s proxy filings for additional details.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting commissions held in Trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.20 per Unit sold in the Initial Public Offering, including the proceeds from the sale of the Private Placement Warrants and the sale of forward purchase units, will be held in the Trust Account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule
2a-7
promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.
The Company will provide the holders (the “Public Shareholders”) of the Company’s issued and outstanding Class A Ordinary Shares, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholders meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.20 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in connection with a Business Combination in an amount that would cause its net tangible assets to be less than $5,000,001. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem its Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.
The Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial shareholders”) have agreed not to propose an amendment to the Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to shareholders’ rights or
pre-Business
Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering and the Company’s shareholders have not amended the Memorandum and Articles of Association to extend, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
The initial shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters of the Company’s Initial Public Offering have agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.35. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.35 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Company’s sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
v3.23.2
Summary of Significant Accounting Policies and Basis of Presentation
 6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies and Basis of Presentation
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form
10-Q
and Article 8 of Regulation
S-X
and pursuant to the rules and regulations of the Securities and Exchange Commission (“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 management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or any future period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s annual Form
10-K
Report, filed by the Company with the SEC on March 29, 2023.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Exchange Sub (our wholly-owned subsidiary). Intercompany accounts and transactions have been eliminated in consolidation.
Liquidity, Capital Resources and Going Concern
On a routine basis, the Company assesses going concern considerations in accordance with FASB ASC
205-40,
“Presentation of Financial Statements - Going Concern”. As of June 30, 2023
, the Company
 
had $227,806 in cash, a working capital deficit of $3,446,881, and $243,333,857 of marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem the ordinary shares in connection therewith.
The Company has until August 15, 2023, to consummate a Business Combination. If a Business Combination is not consummated by this date there will be a mandatory liquidation and subsequent dissolution of the Company. On July 26, 2023, the Company filed with the SEC a definitive proxy statement (as supplemented by the supplement proxy statement dated as of August 3, 2023) requesting the Extension Proposal described above that the shareholders will be voting on at the meeting scheduled to be held on August 11, 2023. As of June 30, 2023, the Company does not have sufficient cash to meet its working capital needs and its operations leading up to potential Business Combination have been funded by a related party. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which include, but are not necessarily limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The liquidity condition, date for mandatory liquidation and subsequent dissolution within twelve months raises substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s intent is to complete a Business Combination prior to the mandatory liquidation date.
 
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 an 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Risks and Uncertainties
Global economic conditions have been worsening, with disruptions to, and volatility in, the credit and financial markets and rising inflation and interest rate in the U.S. If these conditions persist and deepen, the Company could experience an inability to access additional capital, or our liquidity could otherwise be impacted. Management continues to evaluate the impact related to rising interest rates and current market condition and has concluded while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and results of its operations, the specific impact is not readily determinable as of the date of the financial statements. The u
nau
dited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these unaudited condensed consolidated
fi
nancial statements. 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 unaudited condensed consolidated financial statements.
On March 10, 2023, the Company’s bank, Silicon Valley Bank, became insolvent. State regulators closed the bank, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as its receiver. The Company held deposits with this bank. As a result of the actions by the FDIC, the Company’s insured and uninsured deposits have been restored. On March 14, 2023, the Company transferred the remaining balance of its insured and uninsured deposits from Silicon Valley Bank into a J.P. Morgan account held by Jaguar Growth Partners, an affiliate of the Sponsor. On May 10, 2023, the remaining funds of $157,304 in the JP Morgan account were
re-deposited
into the Company’s account at Silicon Valley Bank.
Use of Estimates
The preparation of the 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 unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ 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 had no cash equivalents as of June 30, 2023 and December 31, 2022.
 
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC 480. Class A Ordinary Shares subject to mandatory redemption are classified as a liability and are measured at fair value. Conditionally redeemable Ordinary Shares (including Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Ordinary Shares are classified as shareholders’ equity. The Company’s Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of June 30, 2023, 23,000,000 shares of Class A Ordinary Shares subject to possible redemption are presented at the current redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited condensed consolidated balance sheets.
Class A Ordinary Shares as of June 30, 2023 and December 31, 2022 reflected on the unaudited condensed consolidated balance sheets are reconciled in the following table:
 
Gross proceeds
    $ 230,000,000  
Less:
   
Class A Ordinary Shares issuance costs
      (13,136,668 ) 
Fair value of Public Warrants at issuance
      (3,001,500 ) 
Fair value of rights
      (1,410,946 ) 
Plus:
   
Accretion of Class A Ordinary Shares to redemption value
      25,487,517  
  
 
 
  
Class A Ordinary Shares subject to possible redemption at December 31, 2022
    $ 237,938,403  
  
 
 
  
Plus:
   
Accretion of Class A Ordinary Shares to redemption value
      2,523,793  
  
 
 
  
Class A Ordinary Shares subject to possible redemption at March 31, 2023
    $ 240,462,196  
  
 
 
  
Plus:
   
Accretion of Class A Ordinary Shares to redemption value
      2,771,661  
  
 
 
  
Class A Ordinary Shares subject to possible redemption at June 30, 2023
    $ 243,233,857  
  
 
 
  
Offering Costs Associated with the Initial Public Offering
Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the relative fair values of the Company’s Class A Ordinary Shares and its Public Warrants and Private Placement Warrants. The costs allocated to Warrants were recognized in other expenses, and those related to the Company’s Class A Ordinary Shares were charged against the carrying value of Class A Ordinary Shares. The Company complies with the requirements of the ASC
340-10-S99-1,
“Other Assets and Deferred Costs”.
Investments Held in Trust Account
As of June 30, 2023, substantially all of the assets held in the Trust Account were held in money market funds which are invested in U.S. treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited consolidated condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in dividends and interest on marketable securities (net) held in the Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the FDIC coverage limit of $250,000. As of June 30, 2023, and December 31, 2022, any loss or lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows.
Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the unaudited condensed consolidated balance sheets primarily due to its short-term nature, except for the derivative liabilities.
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
Level 1- Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
 
Level 2- Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets of liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.
Level 3- Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
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 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 unaudited condensed consolidated balance sheets as current or noncurrent based on whether or not
net-cash
settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Net Income Per Ordinary Share
Net income per ordinary share is computed by dividing net income by the weighted average number of shares issued and outstanding during the period. The Company has not considered the effect of its Warrants sold in the Initial Public Offering and Private Placement to purchase Class A Ordinary Shares in the calculation of diluted income per share, as their inclusion is contingent on a future event.
For the three and six months ended June 30, 2023, the inclusion of the securities and other contracts that could potentially be exercised or converted into ordinary shares and then share in the earnings of the Company is contingent on a future event. For the three and six months ended June 30, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the periods presented.
The Company has two classes of shares, which are referred to as Class A Ordinary Shares and Class B Ordinary Shares. Earnings are shared pro rata between the two classes of shares on the assumption that the consummation of the Business Combination is the most likely outcome. Accretion associated with the redeemable Class A Ordinary Shares is excluded from loss per share as the redemption value approximates fair value.
See Note 7 for a description of the rights of holders of each class of the Company’s Ordinary Shares. The Company’s basic and diluted net income per share is calculated as follows:
 
    
For The
Three
Months
Ended
June 30,
2023
     
For The
Three
Months
Ended
June 30,
2022
     
For The
Six
Months
Ended
June 30,
2023
     
For The
Six
Months
Ended
June 30,
2022
  
Redeemable Class A Ordinary Shares
            
Numerator: Net income allocable to Redeemable Class A Ordinary Shares
            
Net income allocable to Redeemable Class A Ordinary Shares
    $ 2,223,650      $ 2,744,205      $ 1,662,084      $ 1,588,137  
Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares
            
Basic and diluted weighted average shares outstanding, Redeemable Class A
      23,000,000        23,000,000        23,000,000        17,281,768  
  
 
 
     
 
 
     
 
 
     
 
 
  
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption
    $ 0.10      $ 0.12      $ 0.07      $ 0.09  
  
 
 
     
 
 
     
 
 
     
 
 
  
Non-Redeemable
Class B Ordinary Shares
            
Numerator: Net income allocable to
non-redeemable
Class B Ordinary Shares
            
Net income allocable to
non-redeemable
Class B Ordinary Shares
    $ 741,217      $ 914,735      $ 554,028      $ 681,694  
Denominator: Weighted Average
Non-Redeemable
Class B Ordinary Shares
      7,666,667        7,666,667        7,666,667        7,418,048  
  
 
 
     
 
 
     
 
 
     
 
 
  
Basic and diluted net income per share, Class B
non-redeemable
ordinary shares
    $ 0.10      $ 0.12      $ 0.07      $ 0.09  
  
 
 
     
 
 
     
 
 
     
 
 
  
Income Taxes
The Company follows the guidance for accounting for income taxes under FASB ASC 740, “Income Taxes.” ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2023, or December 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties.
There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Pronouncements
The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.
v3.23.2
Initial Public Offering
 6 Months Ended
Jun. 30, 2023
Stockholders' Equity Note [Abstract]  
Initial Public Offering
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering on February 15, 2022, the Company sold 23,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A Ordinary Share, one right and
one-half
of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment (see Note 7). Each right entitles the holder thereof to receive
one-twelfth
(1/12) of one Class A Ordinary Share upon the consummation of the Business Combination.
Each holder of a right will receive
one-twelfth
(1/12) of a Class A Ordinary Share upon consummation of the Company’s Business Combination. In the event that the Company will not be the survivor upon completion of its Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the
one-twelfth
(1/12) share underlying each right (without paying any additional consideration) upon consummation of the Business Combination. If the Company is unable to complete a business combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights, and the rights will expire worthless. No fractional shares will be issued upon conversion of any rights. As a result, a rights holder must have 12 rights in order to receive a Class A Ordinary Share at the closing of the Company’s Business Combination (see Note 7).
v3.23.2
Private Placement Warrants
 6 Months Ended
Jun. 30, 2023
Stockholders' Equity Note [Abstract]  
Private Placement Warrants
NOTE 4. PRIVATE PLACEMENT WARRANTS
Private Placement Warrants
The Sponsor purchased an aggregate of 12,450,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or $12,450,000 in the aggregate, in a private placement simultaneously with the closing of the Initial Public Offering on February 15, 2022. Each Private Placement Warrant is exercisable for one Class A Ordinary Share at a price of $11.50 per share (subject to adjustment). A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor were added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within 18 months after the closing of the Initial Public Offering, the Private Placement Warrants will expire worthless. While they are held by the Sponsor or its permitted transferees, the Private Placement Warrants will be
non-redeemable.
The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell any of its Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the Business Combination.
v3.23.2
Related Party Transactions
 6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
Related Party Transactions
NOTE 5. RELATED PARTY TRANSACTIONS
Other Current Asset — Rel
ated
Party
On March 14, 2023, due to the insolvency of Silicon Valley Bank, the Company transferred the balance of its insured and uninsured deposits, totaling $226,030, from Silicon Valley Bank into an account at J.P. Morgan held by Jaguar Growth Partners, an affiliate of the Sponsor
,
 
which was subsequently used to pay certain Company expenses.
On May 10, 2023, the remaining funds of $157,304 were re-deposited into the Company’s account at Silicon Valley Bank.
Promissory Note — Related Parties
On April 21, 2021, the Company issued a promissory note (the “Promissory Note”) to the Sponsor and an affiliate of the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering and other expenses. On April 21, 2021, the Company borrowed $150,000 under the Promissory Note. On November 8, 2021, the Company completed a draw of $100,000 on the Promissory Note. The outstanding note payable balance immediately after the draw was $250,000. As of December 31, 2021, the Company had an outstanding loan balance of $250,000 on the Promissory Note. On December 31, 2021, the Promissory Note matured per the original terms which was payable on earlier of(i) December 31, 2021 and (ii) the completion of the Initial Public Offering. On January 20, 2022, the Company entered into an amendment (“Amended and Restated Promissory Note”) to its Promissory Note dated
 
April
 
21, 2021. The terms of the Amended and Restated Promissory Note amended the maturity date to be payable on earlier of (i) September 30, 2022 and (ii) the completion of the Initial Public Offering. The outstanding loan of $250,000 was repaid upon the closing of the Initial Public Offering out of the offering proceeds that has been allocated for the payment of offering and other expenses (other than underwriting commissions) and amounts held outside of the Trust Account. As of June 30, 2023, the Company had no outstanding balance on the Promissory Note loan. No further drawdowns are permitted.
 
Due to Related Party
An affiliate of the Sponsor paid certain operating costs on behalf of the Company. These advances are due on demand and
non-interest
bearing. For the six months ended June 30, 2023 and 2022, the related party paid $164,902 and $35,821, respectively, of operating costs on behalf of the Company. As of June 30, 2023, and December 31, 2022, the amount due to the related party was $557,759 and $57,360, respectively.
Founder Shares
In March 2021, the Company issued one of its Class B Ordinary Shares, for no consideration. On April 13, 2021, the Company cancelled one of its Class B Ordinary Shares, and the Company issued 5,750,000 Class B Ordinary Shares (the “Founder Shares”) for $25,000 consideration. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of Founder Shares issued. On January 27, 2022, the Company effected a share capitalization with respect to its Class B Ordinary Shares of 1,916,667 shares thereof, resulting in its initial shareholders holding an aggregate of 7,666,667 Founder Shares. Up to 1,000,000 Founder Shares are subject to forfeiture by the Sponsor, depending on the extent to which the underwriters’ over-allotment option is exercised. On February 11, 2022, the underwriters fully exercised the over-allotment option and therefore those shares are no longer subject to forfeiture.
The Sponsor has agreed that upon and subject to the completion of the Business Combination, 25% of the Founder Shares then held by the Sponsor shall be considered to be newly unvested shares, which will vest only if the closing price of the Company’s Class A Ordinary Shares on Nasdaq equals or exceeds $12.50 for any 20 trading days within a 30 trading day period on or after the first anniversary of the closing of the Business Combination but before the fifth anniversary. The Sponsor has agreed, subject to exceptions, not to transfer any unvested Founder Shares prior to the date such securities become vested. Founder Shares, if any, that remain unvested at the fifth anniversary of the closing of the Business Combination will be forfeited, subject to certain exceptions as described in the letter agreement.
The Class B Founder Shares will automatically convert into Class A Ordinary Shares on the first business day following the completion of the Company’s Business Combination, at a ratio such that the number of Class A Ordinary Shares issuable upon conversion of all Class B Founder Shares will equal, in the aggregate on an
as-converted
basis, 25% of the sum of (i) the total number of all Class A Ordinary Shares issued and outstanding upon completion of the Initial Public Offering (after giving effect to any redemptions of Class A Ordinary Shares that are public shares), plus (ii) the total number of Class A Ordinary Shares issued or deemed issued or issuable upon conversion of the Class B Founder Shares plus (iii) the total number of Class A Ordinary Shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Business Combination, excluding (x) any Class A Ordinary Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued, deemed issued, or to be issued, to any seller in the Business Combination, and (y) any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of working capital loans. Prior to the Business Combination, only holders of the Company’s Class B Ordinary Shares will be entitled to vote on the appointment of directors.
Working Capital Loans
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“
Working
Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Warrants of the post Business Combination entity at a price of $1.00 per Warrant. The Warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. On June 29, 2023, the Company
drew
down $500,000 of the working capital loan. As of June 30, 2023 and December 31, 2022, the Company had $500,000 and $0 borrowings under the Working Capital Loans.
Administrative Services Agreement
Commencing on February 10, 2022, the Company has agreed to reimburse the Sponsor or an affiliate thereof in an amount equal to $10,000 per month for office space, utilities and secretarial and administrative services. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2023, the Company incurred and paid $30,000 and $60,000, respectively, for these services. For the three and six months ended June 30, 2022, the Company incurred and paid $30,000 and $50,000, respectively, for these services. As of June 30, 2023 and December 31, 2022, the Company had no balance outstanding for services in connection with this agreement.
v3.23.2
Commitments And Contingencies
 6 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments And Contingencies
NOTE 6. COMMITMENTS AND CONTINGENCIES
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 Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants or Warrants issued upon conversion of the Working Capital Loans), are entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy- back” registration rights with respect to registration statement filed subsequent to the completion of the Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriters a discount of $0.20 per Unit, $4,600,000 in the aggregate. An additional fee of $0.35 per Unit, or approximately $8,050,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
On February 24, 2023 and on March 21, 2023, Barclays Capital Inc. and Citigroup Global Markets Inc., respectively, delivered notices to the Company formally waiving all rights to deferred underwriting commissions in connection with the Business Combination with GLAAM. The deferred underwriting fee was agreed between the Company, Barclays Capital Inc. and Citigroup Global Markets Inc. in the Initial Public Offering underwriting agreement signed by the parties on February 10, 2021 and would be earned in full upon completion of the Initial Public Offering but the payment of deferred underwriting fees was conditioned upon closing of the Business Combination with GLAAM such that the waivers were given by Barclays Capital Inc. and Citigroup Global Markets Inc. on a gratuitous basis without any consideration to Barclays Capital Inc. and Citigroup Global Markets Inc. from the Company. As of June 30, 2023 and December 31, 2022, the deferred underwriting fees payable was $8,050,000 and included
non-current
liabilities of the Company’s condensed consolidated balance sheets.
v3.23.2
Shareholders' Deficit
 6 Months Ended
Jun. 30, 2023
Stockholders' Equity Note [Abstract]  
Shareholders' Deficit
NOTE 7. SHAREHOLDERS’ DEFICIT
Preference Shares — The Company is authorized to issue 5,000,000 preference shares, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding.
Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A Ordinary Shares with a par value of $0.0001 per share. As of June 30, 2023 and December 31, 2022, there were no Class A Ordinary Shares issued or outstanding (excluding 23,000,000 of Class A Ordinary Shares subject to possible redemption).
Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B Ordinary Shares with a par value of $0.0001 per share. As of December 31, 2021, there were 7,666,667 Class B Ordinary Shares issued, including 1,000,000 subject to forfeiture. On January 27, 2022, the Company effected a share capitalization with respect to its Class B Ordinary Shares of 1,916,667 shares thereof, resulting in its initial shareholders holding an aggregate of 7,666,667 Founder Shares. On February 11, 2022, the underwriters fully exercised the over-allotment option; thus, the 1,000,000 Founder Shares are no longer subject to forfeiture. As of June 30, 2023 and December 31, 2022, there were 7,666,667 Class B Ordinary Shares issued and outstanding.
Holders of the Class A Ordinary Shares and holders of the Class B Ordinary Shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B Ordinary Shares shall have the right to vote on the election of the Company’s directors prior to the Business Combination.
Rights — As of June 30, 2023, and December 31, 2022, there were 23,000,000 rights issued and outstanding. Each holder of a right will receive
one-twelfth
(1/12) of a Class A Ordinary Share upon consummation of the Business Combination. In the event the Company will not be the survivor upon completion of the Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the
one-twelfth
(1/12) share underlying each right (without paying any additional consideration) upon consummation of the Business Combination. If the Company is unable to complete a Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights, and the rights will expire worthless. No fractional shares will be issued upon conversion of any rights.
v3.23.2
Warrants
 6 Months Ended
Jun. 30, 2023
Warrants and Rights Note Disclosure [Abstract]  
Warrants
NOTE 8. WARRANTS
The Company accounts for the 11,500,000 Public Warrants and 12,450,000 Private Placement Warrants in accordance with the guidance contained in ASC
815-40.
Such guidance provides that because the Warrants do not meet the criteria for equity treatment thereunder, each Warrant much be recorded as a liability. Accordingly, the Company classified each Warrant as a liability at its fair value. This liability is subject to
re-measurement
at each balance sheet date. With each such
re-measurement,
the Warrant liability is adjusted to fair value, with the change in fair value recognized in the Company’s unaudited condensed consolidated statements of operations.
Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants were issued upon separation of the Units and only whole Public Warrants trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their Warrants on a cashless basis under certain circumstances as a result of (i) the Company’s failure to have an effective registration statement by the 60th business day after the closing of the Business Combination or (ii) a notice of redemption described under “Redemption of Warrants when the price per share of Class A Ordinary Shares equals or exceeds $10.00”). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A Ordinary Shares issuable upon exercise of the Warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s Business Combination and to maintain a current prospectus relating to those Class A Ordinary Shares until the Warrants expire or are redeemed. If the shares issuable upon exercise of the Warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their Warrants on a cashless basis. However, no Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s Class A Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
The Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Ordinary Shares (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 such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of the Business Combination (net of redemptions) and (z) the volume weighted average trading price of Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 $10.00 and $18.00 per share redemption trigger prices described under “Redemption of Warrants for Class A Ordinary Shares” and “Redemption of Warrants for cash” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
The Private Placement Warrants are identical to the Public Warrants, except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including the Class A Ordinary Shares issuable upon exercise of these Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) they are subject to registration rights.
Redemption of Warrants when the price per share of Class A Ordinary Shares equals or exceeds $18.00: Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except as described herein with respect to 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; and
 
  •  
if, and only if the last reported sale price of Class A Ordinary Shares for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted).
 
The Company will not redeem the Warrants as described above unless an effective registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the Warrants is effective and a current prospectus relating to those Class A Ordinary Shares is available throughout the
30-day
redemption period. Any such exercise would not be on a cashless basis and would require the exercising Warrant holder to pay the exercise price for each Warrant being exercised.
Redemption of Warrants when the price per share of Class A Ordinary Shares equals or exceeds $10.00: Once the Warrants become exercisable, the Company may redeem the outstanding Warrants:
 
  •  
in whole and not in part;
 
  •  
at a price of $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their Warrants on a cashless basis after receiving notice of redemption but prior to redemption and receive that number of Class A Ordinary Shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A Ordinary Shares;
 
  •  
if, and only if the Reference Value equals or exceeds $10.00 per share (as adjusted); and
 
  •  
if, and only if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants. The fair market value” of Class A Ordinary Shares shall mean the volume-weighted average price of Class A Ordinary Shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of Warrants. In no event will the Warrants be exercisable in connection with this redemption feature for more than 0.361 Class A Ordinary Shares per Warrant (subject to adjustment).
In no event will the Company be required to net cash settle any Warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Warrants. Accordingly, the Warrants may expire worthless.
v3.23.2
Fair Value Measurements
 6 Months Ended
Jun. 30, 2023
Fair Value Disclosures [Abstract]  
Fair Value Measurements
NOTE 9. FAIR VALUE MEASUREMENTS
The following table presents the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis as of June 30, 2023:
 
    
Level 1
     
Level 2
     
Level 3
     
Total
  
Assets:
            
Marketable securities held in Trust Account
    $ 243,333,857      $ —        $ —        $ 243,333,857  
  
 
 
     
 
 
     
 
 
     
 
 
  
Total assets
    $ 243,333,857      $ —        $ —        $ 243,333,857  
  
 
 
     
 
 
     
 
 
     
 
 
  
Liabilities:
            
Public Warrants
    $ —          517,500      $ —          517,500  
Private Placement Warrants
      —          560,250        —          560,250  
  
 
 
     
 
 
     
 
 
     
 
 
  
Total liabilities
    $ —        $ 1,077,750      $ —        $ 1,077,750  
  
 
 
     
 
 
     
 
 
     
 
 
  
The following table presents the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis as of December 31, 2022:
 
    
Level 1
     
Level 2
     
Level 3
     
Total
  
Assets:
            
Marketable securities held in Trust Account
    $ 238,038,403      $ —        $ —        $ 238,038,403  
  
 
 
     
 
 
     
 
 
     
 
 
  
Total assets
    $ 238,038,403      $ —        $ —        $ 238,038,403  
  
 
 
     
 
 
     
 
 
     
 
 
  
Liabilities:
            
Public Warrants
    $ —        $ 690,000      $ —        $ 690,000  
Private Placement Warrants
      —          747,000        —          747,000  
  
 
 
     
 
 
     
 
 
     
 
 
  
Total liabilities
    $ —        $ 1,437,000      $ —        $ 1,437,000  
  
 
 
     
 
 
     
 
 
     
 
 
  
 
The Warrants are accounted for as liabilities pursuant to ASC
815-40
and are measured at fair value as of each reporting date. Changes in the fair value of the Warrants are recorded in the unaudited condensed consolidated statement of operations each period. Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period in which a change in valuation technique or methodology occurs. Level 1 instruments include investments in mutual funds invested in government 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.
Upon consummation of the Initial Public Offering on February 15, 2022, the Company’s Warrants were classified as Level 3 due to unobservable inputs used in the initial valuation. On April 4, 2022, the Public Warrants surpassed the
52-day
threshold waiting period to be publicly traded in accordance with the Prospectus filed February 11, 2022. Once publicly traded, the observable input qualifies the liability for treatment as a Level 1 liability. The estimated fair value of Public Warrants was transferred from a Level 1 measurement to a Level 2 measurement due to lack of trading activity as of June 30, 2022, and remained Level 2 liabilities as of and for the period ending June 30, 2023. As of June 30, 2022, the Private Placement Warrants were transferred to Level 2 due to a make-whole provision which results in the Private Placement Warrants having the same terms as the Public Warrants, which the Company determined to use the value of the closing price of the Public Warrants for Private Placement Warrants. The Private Placement Warrants remained Level 2 liabilities as of and for the period ending June 30, 2023.
The following table presents a summary of the changes in the fair value of the derivative w
arr
ant liabilities for the six months ended June 30, 2023:
 
    
Public Warrants
     
Private
Placement
Warrants
     
Total
  
Fair value at January 1, 2023
    $ 690,000      $ 747,000      $ 1,437,000  
Change in fair value
      460,000        498,000        958,000  
  
 
 
     
 
 
     
 
 
  
Fair value as of March 31, 2023
    $ 1,150,000      $ 1,245,000      $ 2,395,000  
  
 
 
     
 
 
     
 
 
  
Change in fair value
      (632,500 )       (684,750 )       (1,317,250 ) 
  
 
 
     
 
 
     
 
 
  
Fair value as of June 30, 2023
    $ 517,500      $ 560,250      $ 1,077,750  
  
 
 
     
 
 
     
 
 
  
The following table presents a summary of the changes in the fair value of the derivative warrant liabilities for the year ended December 31, 2022:
 
    
Public Warrants
     
Placement
Warrants
     
Total
  
Fair value at January 1, 2022
    $ —        $ —        $ —    
Fair value at February 15, 2022
      3,001,500        3,286,800        6,288,300  
Change in fair value
      (2,311,500 )       (2,539,800 )       (4,851,300 ) 
  
 
 
     
 
 
     
 
 
  
Fair value as of December 31, 2022
    $ 690,000      $ 747,000      $ 1,437,000  
  
 
 
     
 
 
     
 
 
  
There are no financial instruments measured at Level 3 for the six months ended June 30, 2023.
v3.23.2
Subsequent Events
 6 Months Ended
Jun. 30, 2023
Subsequent Events [Abstract]  
Subsequent Events
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the unaudited condensed consolidated balance sheet date through the date that the unaudited condensed consolidated financial statements were issued. Except for the three amendments to business combination agreement (Note 1) and the extension proxy statement, the Company did not identify any subsequent events that have not been disclosed in the unaudited condensed consolidated financial statements.
v3.23.2
Summary of Significant Accounting Policies and Basis of Presentation (Policies)
 6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form
10-Q
and Article 8 of Regulation
S-X
and pursuant to the rules and regulations of the Securities and Exchange Commission (“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 management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or any future period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s annual Form
10-K
Report, filed by the Company with the SEC on March 29, 2023.
Principles of Consolidation
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Exchange Sub (our wholly-owned subsidiary). Intercompany accounts and transactions have been eliminated in consolidation.
Liquidity and Capital Resources and Going Concern
Liquidity, Capital Resources and Going Concern
On a routine basis, the Company assesses going concern considerations in accordance with FASB ASC
205-40,
“Presentation of Financial Statements - Going Concern”. As of June 30, 2023
, the Company
 
had $227,806 in cash, a working capital deficit of $3,446,881, and $243,333,857 of marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem the ordinary shares in connection therewith.
The Company has until August 15, 2023, to consummate a Business Combination. If a Business Combination is not consummated by this date there will be a mandatory liquidation and subsequent dissolution of the Company. On July 26, 2023, the Company filed with the SEC a definitive proxy statement (as supplemented by the supplement proxy statement dated as of August 3, 2023) requesting the Extension Proposal described above that the shareholders will be voting on at the meeting scheduled to be held on August 11, 2023. As of June 30, 2023, the Company does not have sufficient cash to meet its working capital needs and its operations leading up to potential Business Combination have been funded by a related party. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which include, but are not necessarily limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The liquidity condition, date for mandatory liquidation and subsequent dissolution within twelve months raises substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s intent is to complete a Business Combination prior to the mandatory liquidation date.
Emerging Growth Company
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 an 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Risks and Uncertainties
Risks and Uncertainties
Global economic conditions have been worsening, with disruptions to, and volatility in, the credit and financial markets and rising inflation and interest rate in the U.S. If these conditions persist and deepen, the Company could experience an inability to access additional capital, or our liquidity could otherwise be impacted. Management continues to evaluate the impact related to rising interest rates and current market condition and has concluded while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and results of its operations, the specific impact is not readily determinable as of the date of the financial statements. The u
nau
dited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these unaudited condensed consolidated
fi
nancial statements. 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 unaudited condensed consolidated financial statements.
On March 10, 2023, the Company’s bank, Silicon Valley Bank, became insolvent. State regulators closed the bank, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as its receiver. The Company held deposits with this bank. As a result of the actions by the FDIC, the Company’s insured and uninsured deposits have been restored. On March 14, 2023, the Company transferred the remaining balance of its insured and uninsured deposits from Silicon Valley Bank into a J.P. Morgan account held by Jaguar Growth Partners, an affiliate of the Sponsor. On May 10, 2023, the remaining funds of $157,304 in the JP Morgan account were
re-deposited
into the Company’s account at Silicon Valley Bank.
Use of Estimates
Use of Estimates
The preparation of the 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 unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ 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 had no cash equivalents as of June 30, 2023 and December 31, 2022.
Class A Ordinary Shares Subject to Possible Redemption
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC 480. Class A Ordinary Shares subject to mandatory redemption are classified as a liability and are measured at fair value. Conditionally redeemable Ordinary Shares (including Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Ordinary Shares are classified as shareholders’ equity. The Company’s Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of June 30, 2023, 23,000,000 shares of Class A Ordinary Shares subject to possible redemption are presented at the current redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited condensed consolidated balance sheets.
Class A Ordinary Shares as of June 30, 2023 and December 31, 2022 reflected on the unaudited condensed consolidated balance sheets are reconciled in the following table:
 
Gross proceeds
    $ 230,000,000  
Less:
   
Class A Ordinary Shares issuance costs
      (13,136,668 ) 
Fair value of Public Warrants at issuance
      (3,001,500 ) 
Fair value of rights
      (1,410,946 ) 
Plus:
   
Accretion of Class A Ordinary Shares to redemption value
      25,487,517  
  
 
 
  
Class A Ordinary Shares subject to possible redemption at December 31, 2022
    $ 237,938,403  
  
 
 
  
Plus:
   
Accretion of Class A Ordinary Shares to redemption value
      2,523,793  
  
 
 
  
Class A Ordinary Shares subject to possible redemption at March 31, 2023
    $ 240,462,196  
  
 
 
  
Plus:
   
Accretion of Class A Ordinary Shares to redemption value
      2,771,661  
  
 
 
  
Class A Ordinary Shares subject to possible redemption at June 30, 2023
    $ 243,233,857  
  
 
 
  
Offering Costs Associated with the Initial Public Offering
Offering Costs Associated with the Initial Public Offering
Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the relative fair values of the Company’s Class A Ordinary Shares and its Public Warrants and Private Placement Warrants. The costs allocated to Warrants were recognized in other expenses, and those related to the Company’s Class A Ordinary Shares were charged against the carrying value of Class A Ordinary Shares. The Company complies with the requirements of the ASC
340-10-S99-1,
“Other Assets and Deferred Costs”.
Investments Held in Trust Account
Investments Held in Trust Account
As of June 30, 2023, substantially all of the assets held in the Trust Account were held in money market funds which are invested in U.S. treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited consolidated condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in dividends and interest on marketable securities (net) held in the Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Concentration of Credit Risk
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the FDIC coverage limit of $250,000. As of June 30, 2023, and December 31, 2022, any loss or lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows.
Financial Instruments
Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the unaudited condensed consolidated balance sheets primarily due to its short-term nature, except for the derivative liabilities.
Fair Value Measurements
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
Level 1- Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
 
Level 2- Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets of liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.
Level 3- Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
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 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 unaudited condensed consolidated balance sheets as current or noncurrent based on whether or not
net-cash
settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Net Income or Loss Per Ordinary Share
Net Income Per Ordinary Share
Net income per ordinary share is computed by dividing net income by the weighted average number of shares issued and outstanding during the period. The Company has not considered the effect of its Warrants sold in the Initial Public Offering and Private Placement to purchase Class A Ordinary Shares in the calculation of diluted income per share, as their inclusion is contingent on a future event.
For the three and six months ended June 30, 2023, the inclusion of the securities and other contracts that could potentially be exercised or converted into ordinary shares and then share in the earnings of the Company is contingent on a future event. For the three and six months ended June 30, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the periods presented.
The Company has two classes of shares, which are referred to as Class A Ordinary Shares and Class B Ordinary Shares. Earnings are shared pro rata between the two classes of shares on the assumption that the consummation of the Business Combination is the most likely outcome. Accretion associated with the redeemable Class A Ordinary Shares is excluded from loss per share as the redemption value approximates fair value.
See Note 7 for a description of the rights of holders of each class of the Company’s Ordinary Shares. The Company’s basic and diluted net income per share is calculated as follows:
 
    
For The
Three
Months
Ended
June 30,
2023
     
For The
Three
Months
Ended
June 30,
2022
     
For The
Six
Months
Ended
June 30,
2023
     
For The
Six
Months
Ended
June 30,
2022
  
Redeemable Class A Ordinary Shares
            
Numerator: Net income allocable to Redeemable Class A Ordinary Shares
            
Net income allocable to Redeemable Class A Ordinary Shares
    $ 2,223,650      $ 2,744,205      $ 1,662,084      $ 1,588,137  
Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares
            
Basic and diluted weighted average shares outstanding, Redeemable Class A
      23,000,000        23,000,000        23,000,000        17,281,768  
  
 
 
     
 
 
     
 
 
     
 
 
  
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption
    $ 0.10      $ 0.12      $ 0.07      $ 0.09  
  
 
 
     
 
 
     
 
 
     
 
 
  
Non-Redeemable
Class B Ordinary Shares
            
Numerator: Net income allocable to
non-redeemable
Class B Ordinary Shares
            
Net income allocable to
non-redeemable
Class B Ordinary Shares
    $ 741,217      $ 914,735      $ 554,028      $ 681,694  
Denominator: Weighted Average
Non-Redeemable
Class B Ordinary Shares
      7,666,667        7,666,667        7,666,667        7,418,048  
  
 
 
     
 
 
     
 
 
     
 
 
  
Basic and diluted net income per share, Class B
non-redeemable
ordinary shares
    $ 0.10      $ 0.12      $ 0.07      $ 0.09  
  
 
 
     
 
 
     
 
 
     
 
 
  
Income Taxes
Income Taxes
The Company follows the guidance for accounting for income taxes under FASB ASC 740, “Income Taxes.” ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2023, or December 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties.
There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Pronouncements
Recent Accounting Pronouncements
The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.
v3.23.2
Summary of Significant Accounting Policies and Basis of Presentation (Tables)
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Schedule Of Reconciliation Of Class A Ordinary shares Reflected In Condensed Balance Sheets
Class A Ordinary Shares as of June 30, 2023 and December 31, 2022 reflected on the unaudited condensed consolidated balance sheets are reconciled in the following table:
 
Gross proceeds
    $ 230,000,000  
Less:
   
Class A Ordinary Shares issuance costs
      (13,136,668 ) 
Fair value of Public Warrants at issuance
      (3,001,500 ) 
Fair value of rights
      (1,410,946 ) 
Plus:
   
Accretion of Class A Ordinary Shares to redemption value
      25,487,517  
  
 
 
  
Class A Ordinary Shares subject to possible redemption at December 31, 2022
    $ 237,938,403  
  
 
 
  
Plus:
   
Accretion of Class A Ordinary Shares to redemption value
      2,523,793  
  
 
 
  
Class A Ordinary Shares subject to possible redemption at March 31, 2023
    $ 240,462,196  
  
 
 
  
Plus:
   
Accretion of Class A Ordinary Shares to redemption value
      2,771,661  
  
 
 
  
Class A Ordinary Shares subject to possible redemption at June 30, 2023
    $ 243,233,857  
  
 
 
  
Summary of Earnings Per Share The Company’s basic and diluted net income per share is calculated as follows:
 
    
For The
Three
Months
Ended
June 30,
2023
     
For The
Three
Months
Ended
June 30,
2022
     
For The
Six
Months
Ended
June 30,
2023
     
For The
Six
Months
Ended
June 30,
2022
  
Redeemable Class A Ordinary Shares
            
Numerator: Net income allocable to Redeemable Class A Ordinary Shares
            
Net income allocable to Redeemable Class A Ordinary Shares
    $ 2,223,650      $ 2,744,205      $ 1,662,084      $ 1,588,137  
Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares
            
Basic and diluted weighted average shares outstanding, Redeemable Class A
      23,000,000        23,000,000        23,000,000        17,281,768  
  
 
 
     
 
 
     
 
 
     
 
 
  
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption
    $ 0.10      $ 0.12      $ 0.07      $ 0.09  
  
 
 
     
 
 
     
 
 
     
 
 
  
Non-Redeemable
Class B Ordinary Shares
            
Numerator: Net income allocable to
non-redeemable
Class B Ordinary Shares
            
Net income allocable to
non-redeemable
Class B Ordinary Shares
    $ 741,217      $ 914,735      $ 554,028      $ 681,694  
Denominator: Weighted Average
Non-Redeemable
Class B Ordinary Shares
      7,666,667        7,666,667        7,666,667        7,418,048  
  
 
 
     
 
 
     
 
 
     
 
 
  
Basic and diluted net income per share, Class B
non-redeemable
ordinary shares
    $ 0.10      $ 0.12      $ 0.07      $ 0.09  
  
 
 
     
 
 
     
 
 
     
 
 
  
v3.23.2
Fair Value Measurements (Tables)
 6 Months Ended
Jun. 30, 2023
Fair Value Disclosures [Abstract]  
Summary of fair value hierarchy for liabilities measured at fair value
The following table presents the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis as of June 30, 2023:
 
    
Level 1
     
Level 2
     
Level 3
     
Total
  
Assets:
            
Marketable securities held in Trust Account
    $ 243,333,857      $ —        $ —        $ 243,333,857  
  
 
 
     
 
 
     
 
 
     
 
 
  
Total assets
    $ 243,333,857      $ —        $ —        $ 243,333,857  
  
 
 
     
 
 
     
 
 
     
 
 
  
Liabilities:
            
Public Warrants
    $ —          517,500      $ —          517,500  
Private Placement Warrants
      —          560,250        —          560,250  
  
 
 
     
 
 
     
 
 
     
 
 
  
Total liabilities
    $ —        $ 1,077,750      $ —        $ 1,077,750  
  
 
 
     
 
 
     
 
 
     
 
 
  
The following table presents the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis as of December 31, 2022:
 
    
Level 1
     
Level 2
     
Level 3
     
Total
  
Assets:
            
Marketable securities held in Trust Account
    $ 238,038,403      $ —        $ —        $ 238,038,403  
  
 
 
     
 
 
     
 
 
     
 
 
  
Total assets
    $ 238,038,403      $ —        $ —        $ 238,038,403  
  
 
 
     
 
 
     
 
 
     
 
 
  
Liabilities:
            
Public Warrants
    $ —        $ 690,000      $ —        $ 690,000  
Private Placement Warrants
      —          747,000        —          747,000  
  
 
 
     
 
 
     
 
 
     
 
 
  
Total liabilities
    $ —        $ 1,437,000      $ —        $ 1,437,000  
  
 
 
     
 
 
     
 
 
     
 
 
  
Summary of change in the fair value of derivative warrant liabilities
The following table presents a summary of the changes in the fair value of the derivative w
arr
ant liabilities for the six months ended June 30, 2023:
 
    
Public Warrants
     
Private
Placement
Warrants
     
Total
  
Fair value at January 1, 2023
    $ 690,000      $ 747,000      $ 1,437,000  
Change in fair value
      460,000        498,000        958,000  
  
 
 
     
 
 
     
 
 
  
Fair value as of March 31, 2023
    $ 1,150,000      $ 1,245,000      $ 2,395,000  
  
 
 
     
 
 
     
 
 
  
Change in fair value
      (632,500 )       (684,750 )       (1,317,250 ) 
  
 
 
     
 
 
     
 
 
  
Fair value as of June 30, 2023
    $ 517,500      $ 560,250      $ 1,077,750  
  
 
 
     
 
 
     
 
 
  
The following table presents a summary of the changes in the fair value of the derivative warrant liabilities for the year ended December 31, 2022:
 
    
Public Warrants
     
Placement
Warrants
     
Total
  
Fair value at January 1, 2022
    $ —        $ —        $ —    
Fair value at February 15, 2022
      3,001,500        3,286,800        6,288,300  
Change in fair value
      (2,311,500 )       (2,539,800 )       (4,851,300 ) 
  
 
 
     
 
 
     
 
 
  
Fair value as of December 31, 2022
    $ 690,000      $ 747,000      $ 1,437,000  
  
 
 
     
 
 
     
 
 
  
v3.23.2
Description of Organization, Business Operations and Liquidity - Additional Information (Detail) - USD ($)
 6 Months Ended
Jun. 30, 2023
Feb. 15, 2022
Jun. 30, 2023
Jun. 30, 2022
Jun. 16, 2023
Dec. 31, 2022
Organization Consolidation and Presentation of Financial Statements [Line Items]            
Entity Incorporation Date Of Incorporation     Mar. 31, 2021      
Exercise price of warrant $ 11.5   $ 11.5      
Class Of Warrants and Rights Issued During the Period     0      
Payments to Acquire Restricted Investments     $ 0 $ 234,600,000    
Term of Restricted investments     185 days      
Period within which Business Combinaiton shall be consummated from the Closing of IPO     18 months      
Percentage of Public shares to be Redeemed on Non Completion of Business 100.00%   100.00%      
Temporary equity redemption value per share $ 10.2   $ 10.2      
Minimum Net Worth required for Compliance $ 5,000,001   $ 5,000,001      
Percentage of Temporary Equity Redemption restriction 15.00%   15.00%      
Threshold Number of Business days for Redemption 10 days          
Liquidation Basis of Accounting, Accrued Costs to Dispose of Assets and Liabilities $ 100,000   $ 100,000      
Temporary Equity liquidation Preference per Share $ 10.35   $ 10.35      
BCA Amendment No.1 [Member]            
Organization Consolidation and Presentation of Financial Statements [Line Items]            
SPAC Share Price         $ 10.6  
Public Shares [Member]            
Organization Consolidation and Presentation of Financial Statements [Line Items]            
Share Price 10.35   10.35      
Private Placement Warrants [Member]            
Organization Consolidation and Presentation of Financial Statements [Line Items]            
Stock Issued During Period Shares   12,450,000        
Shares Issued Price Per Share   $ 1        
Private Placement Warrants [Member] | Sponsor [Member]            
Organization Consolidation and Presentation of Financial Statements [Line Items]            
Class Of Warrants and Rights Issued During the Period   12,450,000        
Class Of Warrants and Rights Issued, Price Per Warrant   $ 1        
Proceeds from issuance of warrants   $ 12,450,000        
Common Class A [Member]            
Organization Consolidation and Presentation of Financial Statements [Line Items]            
Common stock par or stated value per share 0.0001 $ 0.0001 0.0001     $ 0.0001
Temporary equity redemption value per share $ 10.58   $ 10.58     $ 10.35
Common Class A [Member] | Public Warrants [Member]            
Organization Consolidation and Presentation of Financial Statements [Line Items]            
Stock Conversion Basis   Each holder of a right will receive one-twelfth (1/12) Each holder of a right will receive one-twelfth (1/12)      
Exercise price of warrant   $ 11.5        
Common Class A [Member] | Private Placement Warrants [Member]            
Organization Consolidation and Presentation of Financial Statements [Line Items]            
Exercise price of warrant   $ 11.5        
IPO [Member]            
Organization Consolidation and Presentation of Financial Statements [Line Items]            
Payments to Acquire Restricted Investments   $ 234,600,000        
Sale of Stock Price Per Share   $ 10.2        
Payment Of Deferred Underwriting Expense   $ 8,050,000        
IPO [Member] | Common Class A [Member]            
Organization Consolidation and Presentation of Financial Statements [Line Items]            
Stock Issued During Period Shares   23,000,000        
Shares Issued Price Per Share   $ 10        
Proceeds From Issuance Of IPO   $ 230,000,000        
Over-Allotment Option [Member] | Private Placement Warrants [Member]            
Organization Consolidation and Presentation of Financial Statements [Line Items]            
Stock Issued During Period Shares   12,450,000        
Over-Allotment Option [Member] | Common Class A [Member]            
Organization Consolidation and Presentation of Financial Statements [Line Items]            
Stock Issued During Period Shares   3,000,000        
v3.23.2
Summary of Significant Accounting Policies and Basis of Presentation - Schedule Of Reconciliation Of Class A Ordinary shares Reflected In Condensed Balance Sheets (Detail) - USD ($)
 3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2022
Mar. 31, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Temporary Equity [Line Items]              
Gross proceeds from sale of Class A ordinary shares         $ 0 $ 230,000,000  
Fair value of rights       $ 1,410,946      
Accretion of Class A Ordinary Shares to redemption value $ 2,771,661 $ 2,523,793 $ 259,604 $ 22,149,114      
Class A ordinary shares subject to possible redemption 243,233,857       243,233,857   $ 237,938,403
Common Class A [Member]              
Temporary Equity [Line Items]              
Gross proceeds from sale of Class A ordinary shares             230,000,000
Class A Ordinary Shares issuance costs             (13,136,668)
Fair value of Public Warrants at issuance             (3,001,500)
Fair value of rights             (1,410,946)
Accretion of Class A Ordinary Shares to redemption value 2,771,661 2,523,793         25,487,517
Class A ordinary shares subject to possible redemption $ 243,233,857 $ 240,462,196     $ 243,233,857   $ 237,938,403
v3.23.2
Summary of Significant Accounting Policies and Basis of Presentation - Summary of Earnings Per Share (Detail) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2022
Mar. 31, 2022
Jun. 30, 2023
Jun. 30, 2022
Redeemable Class A Ordinary Shares and Non-Redeemable Class B Ordinary Shares            
Net income (loss) allocable $ 2,964,867 $ (748,755) $ 3,658,940 $ (1,389,109) $ 2,216,112 $ 2,269,831
Class A Common Stock Subject To Possible Redemption [Member]            
Redeemable Class A Ordinary Shares and Non-Redeemable Class B Ordinary Shares            
Net income (loss) allocable $ 2,223,650   $ 2,744,205   $ 1,662,084 $ 1,588,137
Weighted Average Number of Shares Outstanding, Basic 23,000,000   23,000,000   23,000,000 17,281,768
Weighted Average Number of Shares Outstanding, Diluted 23,000,000   23,000,000   23,000,000 17,281,768
Earnings Per Share, Basic $ 0.1   $ 0.12   $ 0.07 $ 0.09
Earnings Per Share, Diluted $ 0.1   $ 0.12   $ 0.07 $ 0.09
Class B Non Redeemable Common Stock [Member]            
Redeemable Class A Ordinary Shares and Non-Redeemable Class B Ordinary Shares            
Net income (loss) allocable $ 741,217   $ 914,735   $ 554,028 $ 681,694
Weighted Average Number of Shares Outstanding, Basic 7,666,667   7,666,667   7,666,667 7,418,048
Weighted Average Number of Shares Outstanding, Diluted 7,666,667   7,666,667   7,666,667 7,418,048
Earnings Per Share, Basic $ 0.1   $ 0.12   $ 0.07 $ 0.09
Earnings Per Share, Diluted $ 0.1   $ 0.12   $ 0.07 $ 0.09
v3.23.2
Summary of Significant Accounting Policies and Basis of Presentation - Additional Information (Detail) - USD ($)
Jun. 30, 2023
May 10, 2023
Mar. 14, 2023
Dec. 31, 2022
Cash $ 227,806     $ 640,582
Working Capital Earnings Deficit 3,446,881      
Cash Equivalents 0     0
Cash FDIC Amount 250,000      
Unrecognized tax benefits 0     0
Income tax Penalties and Interest Accrued 0     0
Marketable securities held in Trust Account $ 243,333,857     $ 238,038,403
Accounts Receivable [Member]        
Cash Uninsured Amount     $ 226,030  
Related Party [Member] | Accounts Receivable [Member]        
Cash Uninsured Amount   $ 157,304    
Common Class A [Member]        
Temporary equity shares outstanding 23,000,000     23,000,000
v3.23.2
Initial Public Offering - Additional Information (Detail) - $ / shares
Feb. 15, 2022
Jun. 30, 2023
Class of Stock [Line Items]    
Exercise price of warrant   $ 11.5
Common Class A [Member] | Public Warrants [Member]    
Class of Stock [Line Items]    
Exercise price of warrant $ 11.5  
Common Class A [Member] | IPO [Member]    
Class of Stock [Line Items]    
Stock Issued During Period, Shares, New Issues 23,000,000  
Shares Issued, Price Per Share $ 10  
v3.23.2
Private Placement Warrants - Additional Information (Detail) - $ / shares
Feb. 15, 2022
Jun. 30, 2023
Class of Stock [Line Items]    
Class of Warrant or Right, Exercise Price of Warrants or Rights   $ 11.5
Number Of Days From Which Warrants Will Not Be Transferable Or Saleable 30 days  
Over-Allotment Option [Member] | Common Class A [Member]    
Class of Stock [Line Items]    
Stock Issued During Period, Shares, New Issues 3,000,000  
Private Placement Warrants [Member]    
Class of Stock [Line Items]    
Stock Issued During Period, Shares, New Issues 12,450,000  
Shares Issued, Price Per Share $ 1  
Private Placement Warrants [Member] | Common Class A [Member]    
Class of Stock [Line Items]    
Class of Warrant or Right, Exercise Price of Warrants or Rights $ 11.5  
Private Placement Warrants [Member] | Over-Allotment Option [Member]    
Class of Stock [Line Items]    
Stock Issued During Period, Shares, New Issues 12,450,000  
v3.23.2
Related Party Transactions - Additional Information (Detail) - USD ($)
 3 Months Ended 6 Months Ended
Feb. 15, 2022
Feb. 10, 2022
Nov. 08, 2021
Apr. 13, 2021
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Jun. 29, 2023
May 10, 2023
Mar. 14, 2023
Dec. 31, 2022
Jan. 27, 2022
Dec. 31, 2021
Apr. 21, 2021
Related Party Transaction [Line Items]                              
Repayments of Related Party Debt             $ 0 $ 253,893              
Due to Related Parties, Current         $ 557,759   $ 557,759         $ 57,360      
Percentage of Stock on conversion basis             25.00%                
Related Party Transaction, Amounts of Transaction         $ 30,000 $ 30,000 $ 60,000 50,000              
Accounts Receivable [Member]                              
Related Party Transaction [Line Items]                              
Cash Uninsured Amount                     $ 226,030        
Share Price More Than Or Equals To USD Twelve Point Five [Member]                              
Related Party Transaction [Line Items]                              
Share Price         $ 12.5   $ 12.5                
Common Class A [Member]                              
Related Party Transaction [Line Items]                              
Common stock shares issued         0   0         0      
Common stock shares outstanding         0   0         0      
Common Class B [Member]                              
Related Party Transaction [Line Items]                              
Common stock shares issued         7,666,667   7,666,667         7,666,667 1,916,667 7,666,667  
Common stock shares outstanding         7,666,667   7,666,667         7,666,667 1,916,667    
Common Class B [Member] | Founder Shares [Member]                              
Related Party Transaction [Line Items]                              
Stock Issued During Period, Shares, New Issues       5,750,000                      
Stock Issued During Period, Value, New Issues       $ 25,000                      
Common stock shares outstanding                         7,666,667    
IPO [Member] | Common Class A [Member]                              
Related Party Transaction [Line Items]                              
Stock Issued During Period, Shares, New Issues 23,000,000                            
Promissory Note [Member]                              
Related Party Transaction [Line Items]                              
Debt Instrument, Face Amount                             $ 150,000
Debt Instrument, Unused Borrowing Capacity, Amount         $ 0   $ 0                
Repayments of Related Party Debt             $ 250,000                
Debt instrument, with drawn amount     $ 100,000                        
Working Capital Loans [Member]                              
Related Party Transaction [Line Items]                              
Debt Instrument, Face Amount                 $ 500,000            
Sponsor [Member] | Founder Shares [Member]                              
Related Party Transaction [Line Items]                              
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited             1,000,000                
Percentage of Unvested Shares held by sponsor             25.00%                
Sponsor [Member] | Common Class A [Member] | Share Price More Than Or Equals To USD Twelve Point Five [Member]                              
Related Party Transaction [Line Items]                              
Number Of Trading Days For Determining Share Price             20 days                
Number Of Consecutive Trading Days For Determining The Share Price             30 days                
Sponsor [Member] | IPO [Member]                              
Related Party Transaction [Line Items]                              
Debt Instrument, Face Amount                             300,000
Sponsor [Member] | Promissory Note [Member]                              
Related Party Transaction [Line Items]                              
Debt Instrument, Face Amount                             $ 300,000
Sponsor [Member] | Working Capital Loans [Member]                              
Related Party Transaction [Line Items]                              
Debt Instrument Convertible Into Warrants         $ 1,500,000   $ 1,500,000                
Debt Instrument Conversion Price         $ 1   $ 1                
Related Party [Member]                              
Related Party Transaction [Line Items]                              
Related Party Costs             $ 164,902 $ 35,821              
Due from Related Parties         $ 557,759   557,759         $ 57,360      
Related Party [Member] | Accounts Receivable [Member]                              
Related Party Transaction [Line Items]                              
Cash Uninsured Amount                   $ 157,304          
Related Party [Member] | Promissory Note [Member]                              
Related Party Transaction [Line Items]                              
Due to Related Parties, Current                           $ 250,000  
Related Party [Member] | Working Capital Loans [Member]                              
Related Party Transaction [Line Items]                              
Due to Related Parties, Current         500,000   500,000         0      
Related Party [Member] | Administrative Services Agreement [Member]                              
Related Party Transaction [Line Items]                              
Due from Related Parties         $ 0   $ 0         $ 0      
Related Party Transaction, Expenses from Transactions with Related Party   $ 10,000                          
v3.23.2
Commitments And Contingencies - Additional Information (Detail) - USD ($)
 6 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]    
Underwriting Discount Paid Per Unit $ 0.2  
Payments for Underwriting Expense $ 4,600,000  
Deferred Underwriting Commission Per Unit $ 0.35  
Deferred underwriting fees payable $ 8,050,000 $ 8,050,000
Deferred Underwriting Fees Payable Noncurrent $ 8,050,000 $ 8,050,000
v3.23.2
Shareholders' Deficit - Additional Information (Detail) - $ / shares
 6 Months Ended
Feb. 15, 2022
Jun. 30, 2023
Dec. 31, 2022
Feb. 11, 2022
Jan. 27, 2022
Dec. 31, 2021
Stockholders Equity [Line Items]            
Preferred stock shares authorized   5,000,000 5,000,000      
Preferred stock par or stated value per share   $ 0.0001 $ 0.0001      
Preferred stock shares issued   0 0      
Preferred stock shares outstanding   0 0      
Class Of Warrant Or Right, Outstanding   23,000,000 23,000,000      
Class Of Warrant Or Right, Issued   23,000,000 23,000,000      
Class Of Warrants and Rights Issued During the Period   0        
Public Warrants [Member]            
Stockholders Equity [Line Items]            
Class Of Warrant Or Right, Outstanding   11,500,000        
Common Class A [Member]            
Stockholders Equity [Line Items]            
Common stock shares authorized   500,000,000 500,000,000      
Common stock par or stated value per share $ 0.0001 $ 0.0001 $ 0.0001      
Common stock shares issued   0 0      
Temporary equity shares outstanding   23,000,000 23,000,000      
Common stock shares outstanding   0 0      
Common Class A [Member] | Public Warrants [Member]            
Stockholders Equity [Line Items]            
Stock Conversion Basis Each holder of a right will receive one-twelfth (1/12) Each holder of a right will receive one-twelfth (1/12)        
Common Class B [Member]            
Stockholders Equity [Line Items]            
Common stock shares authorized   50,000,000 50,000,000      
Common stock par or stated value per share   $ 0.0001 $ 0.0001      
Common stock shares issued   7,666,667 7,666,667   1,916,667 7,666,667
Temporary equity shares outstanding           1,000,000
Common stock shares outstanding   7,666,667 7,666,667   1,916,667  
Common Class B [Member] | Founder Shares [Member]            
Stockholders Equity [Line Items]            
Temporary equity shares outstanding       1,000,000    
Common stock shares outstanding         7,666,667  
v3.23.2
Warrants - Additional Information (Detail) - $ / shares
 6 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Feb. 15, 2022
Class of Warrant or Right [Line Items]      
Class Of Warrant Or Right, Outstanding 23,000,000 23,000,000  
Number Of Days After Which Business Combination Within Which Securities Registration Shall Be Effective 60 days    
Number Of Days After Consummation Of Business Combination Within Which The Securities Shall Be Registered 15 days    
Class of Warrant or Right, Exercise Price of Warrants or Rights $ 11.5    
Public Warrants [Member]      
Class of Warrant or Right [Line Items]      
Class Of Warrant Or Right, Outstanding 11,500,000    
Warrants Exercisable Term From The Date Of Completion Of Business Combination 30 days    
Warrants And Rights, Outstanding Term 5 years    
Private Placement Warrants [Member]      
Class of Warrant or Right [Line Items]      
Class Of Warrant Or Right, Outstanding 12,450,000    
Warrants Exercisable Term From The Date Of Completion Of Business Combination 30 days    
Common Class A [Member] | Public Warrants [Member]      
Class of Warrant or Right [Line Items]      
Class of Warrant or Right, Exercise Price of Warrants or Rights     $ 11.5
Proceeds Used For Business Combination As A Percentage Of Total Equity Proceeds 60.00%    
Volume Weighted Average Price Of Shares $ 9.2    
Adjusted Exercise Price Of Warrants As A Percentage Of Newly Issued Price 115.00%    
Notice Period To Be Given Prior To Redemption 30 days    
Number Of Trading Days For Determining The Volume Weighted Average Share Price 20 days    
Common Class A [Member] | Private Placement Warrants [Member]      
Class of Warrant or Right [Line Items]      
Class of Warrant or Right, Exercise Price of Warrants or Rights     $ 11.5
Share Price Equal Or Less Ten Rupees Per Dollar [Member] | Public Warrants [Member]      
Class of Warrant or Right [Line Items]      
Share Price $ 18    
Share Price Equal Or Less Ten Rupees Per Dollar [Member] | Common Class A [Member] | Public Warrants [Member]      
Class of Warrant or Right [Line Items]      
Share Price 10    
Share Redemption Trigger Price 10    
Class Of Warrants Or Rights Redemption Price Per Warrant $ 0.1    
Notice Period To Be Given Prior To Redemption 30 days    
Number Of Consecutive Trading Days For Determining The Volume Weighted Average Price Of Share Preceding The Date Of Notice 10 days    
Share Price Equal Or Less Nine Point Two Rupees Per Dollar [Member] | Common Class A [Member]      
Class of Warrant or Right [Line Items]      
Share Price $ 9.2    
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right 0.361    
Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member] | Common Class A [Member] | Public Warrants [Member]      
Class of Warrant or Right [Line Items]      
Share Price $ 18    
Share Redemption Trigger Price 18    
Class Of Warrants Or Rights Redemption Price Per Warrant $ 0.01    
Notice Period To Be Given Prior To Redemption 30 days    
Number Of Consecutive Trading Days For Determining The Share Price 30 days    
Number of trading days for determining the share price 20 days    
Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member] | Common Class A [Member] | Private Placement Warrants [Member]      
Class of Warrant or Right [Line Items]      
Share Price $ 18    
Share Trigger Price Percentage One [Member] | Common Class A [Member] | Public Warrants [Member]      
Class of Warrant or Right [Line Items]      
Share Price Triggering Warrant Redemption Percentage 100.00%    
Share Trigger Price Percentage Two [Member] | Common Class A [Member] | Public Warrants [Member]      
Class of Warrant or Right [Line Items]      
Share Price Triggering Warrant Redemption Percentage 180.00%    
v3.23.2
Fair Value Measurements - Summary of fair value hierarchy for liabilities measured at fair value (Detail) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Assets:    
Total assets $ 243,333,857 $ 238,038,403
Financial Liabilities Fair Value Disclosure 1,077,750 1,437,000
Level 1 [Member]    
Assets:    
Total assets 243,333,857 238,038,403
Financial Liabilities Fair Value Disclosure 0 0
Level 2 [Member]    
Assets:    
Total assets 0 0
Financial Liabilities Fair Value Disclosure 1,077,750 1,437,000
Level 3 [Member]    
Assets:    
Total assets 0 0
Financial Liabilities Fair Value Disclosure 0 0
Fair Value, Recurring [Member]    
Assets:    
Marketable securities held in Trust Account 243,333,857 238,038,403
Fair Value, Recurring [Member] | Level 1 [Member]    
Assets:    
Marketable securities held in Trust Account 243,333,857 238,038,403
Fair Value, Recurring [Member] | Level 2 [Member]    
Assets:    
Marketable securities held in Trust Account 0 0
Fair Value, Recurring [Member] | Level 3 [Member]    
Assets:    
Marketable securities held in Trust Account 0 0
Fair Value, Recurring [Member] | Public Warrants [Member] | Warrant [Member]    
Assets:    
Financial Liabilities Fair Value Disclosure 517,500 690,000
Fair Value, Recurring [Member] | Public Warrants [Member] | Warrant [Member] | Level 1 [Member]    
Assets:    
Financial Liabilities Fair Value Disclosure 0 0
Fair Value, Recurring [Member] | Public Warrants [Member] | Warrant [Member] | Level 2 [Member]    
Assets:    
Financial Liabilities Fair Value Disclosure 517,500 690,000
Fair Value, Recurring [Member] | Public Warrants [Member] | Warrant [Member] | Level 3 [Member]    
Assets:    
Financial Liabilities Fair Value Disclosure 0 0
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | Warrant [Member]    
Assets:    
Financial Liabilities Fair Value Disclosure 560,250 747,000
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | Warrant [Member] | Level 1 [Member]    
Assets:    
Financial Liabilities Fair Value Disclosure 0 0
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | Warrant [Member] | Level 2 [Member]    
Assets:    
Financial Liabilities Fair Value Disclosure 560,250 747,000
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | Warrant [Member] | Level 3 [Member]    
Assets:    
Financial Liabilities Fair Value Disclosure $ 0 $ 0
v3.23.2
Fair Value Measurements - Summary of change in the fair value of derivative warrant liabilities (Detail) - USD ($)
 3 Months Ended 11 Months Ended
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]      
Beginning balance $ 2,395,000 $ 1,437,000 $ 6,288,300
Change in fair value (1,317,250) 958,000 (4,851,300)
Ending balance 1,077,750 2,395,000 $ 1,437,000
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]     Fair Value Adjustment of Warrants
Public Warrants [Member]      
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]      
Beginning balance 1,150,000 690,000 $ 3,001,500
Change in fair value (632,500) 460,000 (2,311,500)
Ending balance 517,500 1,150,000 690,000
Private Placement Warrants [Member]      
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]      
Beginning balance 1,245,000 747,000 3,286,800
Change in fair value (684,750) 498,000 (2,539,800)
Ending balance $ 560,250 $ 1,245,000 $ 747,000
v3.23.2
Fair Value Measurements - Additional Information (Detail)
 6 Months Ended
Jun. 30, 2023
USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Warrants Threshold Waiting Period For Public Trading 52 days
Financial instruments $ 0
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