TENX
KEANE ACQUISITION
BALANCE
SHEETS
The
accompanying notes are an integral part of these financial statements.
TENX
KEANE ACQUISITION
STATEMENTS
OF OPERATIONS
(UNAUDITED)
The
accompanying notes are an integral part of these financial statements.
TENX
KEANE ACQUISITION
STATEMENTS
OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
For
the YEAR ended MARCH 31, 2023
(UNAUDITED)
| | |
Ordinary Shares | | |
Additional Paid-in | | |
Shareholder | | |
(Accumulated Deficit) Retained | | |
Total Shareholders’ Equity | |
| | |
Shares | | |
Amount | | |
Capital | | |
Receivable | | |
Earnings | | |
(Deficit) | |
| Balance, January 1, 2022 | |
| 1,725,000 | | |
$ | 173 | | |
$ | 24,827 | | |
$ | (25,000 | ) | |
$ | (10,113 | ) | |
$ | (10,113 | ) |
| Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| Balance, March 31, 2022 | |
| 1,725,000 | | |
$ | 173 | | |
$ | 24,827 | | |
$ | (25,000 | ) | |
$ | (10,113 | ) | |
$ | (10,113 | ) |
The
accompanying notes are an integral part of these financial statements.
TENX
KEANE ACQUISITION
STATEMENTS
OF CASH FLOWS
(UNAUDITED)
The
accompanying notes are an integral part of these financial statements.
TENX
KEANE ACQUISITION
Notes
to the financial statements
NOTE
1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN
TenX
Keane Acquisition (the “Company”) was incorporated in the Cayman Islands on March 1, 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 not limited to a particular industry or sector for purposes of consummating an Initial Business Combination. The Company is
an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging
growth companies.
As
of March 31, 2023, the Company had not commenced any operations. All activity for the period from March 1, 2021 (inception) through March
31, 2023 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described
below. The Company will not generate any operating revenues until after the completion an initial Business Combination, at the earliest.
The Company will generate non-operating income in the form of interest income from the proceeds derived from the Proposed Public Offering.
The Company has selected December 31 as its fiscal year end.
The
registration statement for the Company’s Initial Public Offering (the “Registration Statement”) was declared effective
on October 13, 2022. On October 18, 2022, the Company consummated the Initial Public Offering of units, including 600,000 additional
units issued pursuant to the partial exercise by the underwriter of its over-allotment option, (“Units” and, with respect
to the common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $66,000,000,
which is described in Note 3.
Simultaneously
with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the private placement (the “Private
Placement”) of Units (the “Placement Units”), to the 10XYZ Holdings LP (the “Sponsor”) at a price
of $ per Placement Unit, generating total proceeds of $.
As
of October 18, 2022, transaction costs amounted to $4,859,330 consisting of $1,320,000 of cash underwriting fees, non-cash underwriting
fees of $2,922,480 represented by the fair value of 297,000 shares issued to the underwriter and $616,850 of other offering costs. These
costs were charged to additional paid-in capital or accumulated deficit to the extent additional paid-in capital is fully depleted upon
completion of the Initial Public Offering.
Following
the closing of the Initial Public Offering on October 18, 2022, an amount of $67,320,000 ($10.20 per Unit) from the net proceeds of the
sale of the Units in the Initial Public Offering and the Private Placement (as defined in Note 4) was placed in the Trust Account. The
funds held in the Trust Account may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the
Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any
open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7
of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii)
the distribution of the Trust Account, as described below.
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 the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward
consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more
operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below)
(excluding the taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the
post-Business Combination 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 business sufficient for it not to be required to register as an investment company under
the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will
be able to successfully effect a Business Combination. Upon the closing of the Proposed Public Offering, management has agreed that $10.00
per Unit sold in the Proposed Public Offering, including proceeds of the sale of the Private Placement Units, will be held in a trust
account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16)
of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as
a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act,
as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds
in the Trust Account to the Company’s shareholders, as described below.
The
Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem
all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination
or (ii) by means of a tender offer in connection with the Business Combination. 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. The Public Shareholders will be entitled to
redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public
Share, plus any pro rata interest then in the Trust Account, net of taxes payable).
All
of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s
liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection
with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”).
In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity
instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common
stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding
instruments (i.e., rights), the initial carrying value of ordinary shares classified as temporary equity will be the allocated proceeds
determined in accordance with ASC 470-20. The ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument
will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date
of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption
date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of
the instrument to equal the redemption value at the end of each reporting period. The Company has elected to immediate fair value recognition.
The accretion will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional
paid-in capital). While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares
are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place.
The
Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does
not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement that
may be contained in the agreement relating to the Business Combination. If the Company seeks shareholder approval of the Business Combination,
the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving
a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting
of the Company, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required and the Company does
not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum
and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the
“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement
with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination,
the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Proposed
Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public
Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.
Notwithstanding
the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant
to the tender offer rules, 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 Company’s prior written consent.
The
Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with
the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association
(i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial
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 (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business
combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval
of any such amendment 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 Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public
Shares.
The
Company will have until 9 months (or 18 months if the Company extends the period) from the closing of the Public Offering to consummate
a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within
the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem 100% of 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 and not previously released to us to pay our
taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public
Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive
further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the
Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
The
Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will
receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its
respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account
if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible
that the per share value of the assets remaining available for distribution will be less than the Public Offering price per Unit ($).
In
order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent
any claims by a third party (other than 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, reduce
the amount of funds in the Trust Account to below the lesser of (1) $ per Public Share and (2) the actual amount per Public Share
held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ per Public Share, due to reductions
in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any
claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the
Company’s indemnity of the underwriters of the Proposed 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 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.
Going
Concern Consideration
In
connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)
2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management
believes that the funds which the Company has available following the completion of the Initial Public Offering will enable it to sustain
operations for a period of at least one-year from the issuance date of this financial statement. However, management has determined that
the combination period is less than one year from the date of the issuance of the financial statements. There is no assurance that the
Company’s plans to consummate a business combination will be successful within the combination period. As a result, there is substantial
doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are
issued or are available to be issued. The financial statements do not include any adjustments that might result from the outcome of the
uncertainty.
Risks
and Uncertainties
Management
is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could
have a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering and/or
search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United
States of America (“US GAAP”).
In
the opinion of the Company’s management, the unaudited condensed financial statements as of March 31, 2023 include all adjustments,
which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of March
31, 2023. This financial information should be read with the consolidated financial statements and notes thereto included in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on April 17, 2023.
The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for
the full fiscal year ending December 31, 2023 or any future interim period. The December 31, 2022 balance sheet information has been
derived from the 2022 audited financial statements.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities
Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take
advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic
reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and
shareholder approval of any golden parachute payments not previously approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.
Use
of Estimates
The
preparation of financial statements in conformity with US 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 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 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 at March 31, 2023 and December 31, 2022.
Deferred
Offering Costs
Deferred
offering costs consist of costs incurred in connection with preparation for the Initial Public Offering. These costs, together with the
underwriting discounts and commissions, were charged to additional paid in capital upon completion of the Initial Public Offering. As
of March 31, 2023 and December 31, 2022 the Company had no deferred offering costs.
Income
Taxes
The
Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred
tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial
statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected
to be realized.
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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits
as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023
and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material
deviation from its position.
There
is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations,
income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.
Ordinary
Shares Subject to Possible Redemption
The
Company accounts for the ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480, “Distinguishing
Liabilities from Equity.” Shares of the common stock subject to mandatory redemption are classified as a liability instrument
and are measured at fair value. Conditionally redeemable shares of the common stock (including shares of the common stock 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 issuer’s control) are classified as temporary equity. At all other times, shares of the common stock are classified
as stockholders’ equity. The ordinary features certain redemption rights that are considered by the Company to be outside of the
Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2023 and December 31,
2022, the ordinary shares subject to possible redemption in the amount of $68,572,667 and $67,813,020, respectively, are presented as
temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
As
of March 31, 2023 and December 31, 2022, ordinary shares subject to possible redemption reflected on the balance sheet is reconciled
on the following table:
SCHEDULE
OF SHARES SUBJECT TO POSSIBLE REDEMPTION
| Gross proceeds | |
$ | 66,000,000 | |
| Proceeds allocated to public rights | |
| (1,056,000 | ) |
| Offering costs allocated ordinary shares subject to redemption | |
| (4,755,805 | ) |
| Remeasurement of ordinary shares subject to redemption | |
| 7,624,825 | |
| Ordinary shares subject to possible redemption – December 31, 2022 | |
| 67,813,020 | |
| Remeasurement of ordinary shares subject to redemption | |
| 759,647 | |
| Ordinary shares subject to possible redemption – March 31, 2023 | |
$ | 68,572,667 | |
Net
income per share
The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per
share of ordinary shares is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period.
The Company applies the two-class method in calculating income per ordinary share.
The
calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial
Public Offering, and (ii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events.
As of March 31, 2023 and 2022, the Company did not have any dilutive securities or 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 net income per ordinary share is
the same as basic net income per ordinary share for the period presented.
The
following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):
SCHEDULE
OF BASIC AND DILUTED NET INCOME (LOSS) PER ORDINARY SHARE
| | |
Ordinary Shares Subject to Redemption | | |
Ordinary Shares Not Subject to Redemption | |
| | |
For the Year | |
| | |
Ended December 31, 2022 | |
| | |
Ordinary Shares Subject to Redemption | | |
Ordinary Shares Not Subject to Redemption | |
| Basic and diluted net income per share | |
| | | |
| | |
| Numerator: | |
| | | |
| | |
| Allocation of net income | |
$ | 447,783 | | |
$ | 163,942 | |
| Denominator: | |
| | | |
| | |
| Basic and diluted weighted average shares outstanding | |
| 6,600,000 | | |
| 2,416,000 | |
| | |
| | | |
| | |
| Basic and diluted net income per share | |
$ | 0.07 | | |
$ | 0.07 | |
| | |
Ordinary Shares | |
| | |
For the Three Months Ended March 31, 2022 | |
| | |
Ordinary Shares | |
| Basic and diluted net income per share | |
| | |
| Numerator: | |
| | |
| Net income | |
$ | — | |
| Denominator: | |
| | |
| Basic and diluted weighted average shares outstanding | |
| 1,725,000 | |
| | |
| | |
| Basic and diluted net income per share | |
$ | 0.00 | |
Derivative
Financial Instruments
The
Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded
derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that
are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued
at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.
Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion
of the instrument could be required within 12 months of the balance sheet date. The over-allotment option is deemed to be a freestanding
financial instrument indexed on the contingently redeemable shares and will be accounted for as a liability pursuant to ASC 480.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account.
Financial
Instruments
The
Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal
or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy
distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:
Level
1 Inputs: Unadjusted quoted prices for identical assets or instruments in active markets.
Level
2 Inputs: Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that
are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable.
Level
3 Inputs: Significant inputs into the valuation model are unobservable.
The
Company does not have any recurring Level 2 assets or liabilities, see Note 8 for Level 1 assets and liabilities. The carrying value
of the Company’s financial instruments including its cash and accrued liabilities approximate their fair values principally because
of their short-term nature.
Recent
Accounting Standards
In
August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt — Debt with
Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity
(Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”),”
which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also
removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and
it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for the Company on January 1, 2022.
Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.
Management
does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on the Company’s financial statements.
NOTE
3 — INITIAL PUBLIC OFFERING
Pursuant
to the Initial Public Offering, the Company sold 6,600,000 Units, including 600,000 additional units issued pursuant to the partial exercise
by the underwriter of its over-allotment option at a price of $10.00 per Unit. Each Unit consists of one share of ordinary shares and
one right to receive two-tenths (2/10) of one Ordinary Share upon the consummation of the Company’s initial business combination
one right (“Public Right”). Five Public Rights will entitle the holder to one share of ordinary shares (see Note 7).
NOTE
4 — PRIVATE PLACEMENTS
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the private sale of 394,000 Private Placement Units. Each Unit
consists of one share of ordinary shares and one right to receive two-tenths (2/10) of one Ordinary Share upon the consummation of the
Company’s initial business combination one right (“Public Right”). The proceeds from the sale of the Private Placement
Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business
Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be
used to fund the redemption of the Public Shares (subject to the requirements of applicable law). The Private Placement Units and Private
Rights (including the ordinary shares issuable upon exercise of the Private Rights) will not be transferable, assignable or salable until
30 days after the completion of an Initial Business Combination, subject to certain exceptions.
NOTE
5 — RELATED PARTIES
Founder
Shares
On
March 24, 2021, the Sponsor received of the Company’s ordinary shares (the “Founder Shares”) in exchange
for $ to be paid at a later date. On December 20, 2021, the board of directors of the Company and our sponsor, as sole shareholder
of the Company, approved, through a special resolution, the following share capital changes:
| |
(a) |
Each
of the authorized but unissued 150,000,000 Class A ordinary shares were cancelled and re-designated as ordinary shares of $0.0001
par value each; |
| |
(b) |
Each
of the 1,437,500 Class B ordinary shares in issue were exchanged in consideration for the issuance of 1,437,500 ordinary shares of
$0.0001 par value each; and |
| |
(c) |
Upon
completion of the above steps, the authorized but unissued 10,000,000 Class B ordinary shares were cancelled. |
On
December 20, 2021, subsequent to the above share exchange the Company issued an additional ordinary shares to our Sponsor for
no additional consideration, resulting in our Sponsor holding an aggregate of 1,725,000 ordinary shares (the founder shares). The issuance
was considered as a bonus share issuance, in substance a recapitalization transaction, which was recorded and presented retroactively.
The founder shares include an aggregate of up to 225,000 ordinary shares subject to forfeiture to the extent that the underwriters’
over-allotment is not exercised in full or in part. On October 18, 2022, the underwriter partially exercised the over-allotment and as
such, as of November 28, 2022, 150,000 ordinary shares are not subject to forfeiture.
The
Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur
of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported
sale price of the ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business
Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction
that results in all of the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other
property.
Promissory
Note — Related Party
On
March 17, 2021, the Sponsor issued an unsecured promissory note (the “Pre-IPO Note”) to the Company (the “Promissory
Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $. The Promissory Note is non-interest
bearing and payable on the earlier of (i) September 30, 2022 or (ii) the consummation of the Proposed Public Offering. As of December
31, 2022 and December 31, 2021, there were no amounts outstanding under the Promissory Note. After expiration of the Promissory Note,
the Sponsor issued a new unsecured promissory note to the Company (the “Post-IPO Promissory Note”) on April 14, 2023. The
Post-IPO Promissory Note is non-interest bearing and payable on the earlier of (i) April 14, 2024 or (ii) the date of consummation of
the Company’s initial business combination or liquidation (such earlier date, the “Maturity Date”).
Advances
from Related Party
The
Sponsor paid certain formation and operating costs on behalf of the Company. These advances are due on demand and non-interest bearing.
As of March 31, 2023 and December 31, 2022, there were no amounts due to the sponsor.
Administrative
Services Agreement
Commencing
on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $ per month for office
space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s
liquidation, the Company will cease paying these monthly fees. The Company has incurred expense of $30,000 and $0 for the three months
ended March 31, 2023 and 2022, respectively. As of March 31, 2023 and December 31, 2022 there were no payable amounts accrued.
Related
Party Loans
In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working
Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of
a Business Combination, without interest, or, at the lender’s discretion, up to $ of the notes may be converted into units,
at the price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units 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. As of March 31, 2023 and December
31, 2022, there were no amounts outstanding under the Working Capital Loans.
NOTE
6 — COMMITMENTS AND CONTINGENCIES
Registration
Rights
The
holders of the Founder Shares, Private Placement Units and Units that may be issued upon conversion of Working Capital Loans (and any
shares of ordinary shares issuable upon the exercise of the Private Placement Right) will be entitled to registration rights pursuant
to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to
register such securities for resale. The holders of these securities will be entitled to make up to three demands, excluding short form
registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration
rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company
to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides
that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until
the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection
with the filing of any such registration statements.
Underwriting
Agreement
The
Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 900,000 additional Units
to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriter
partially exercised the over-allotment in the amount of 600,000 Units during the option period.
The
underwriters are entitled to a cash underwriting discount of $0.20 per Unit payable upon the closing of the Initial Public Offering.
The
underwriters are also entitled to 270,000 ordinary shares (310,500 if the over-allotment option is exercised in full) as part of its
underwriting fee. Due to the partial exercise, the shares granted at October 18, 2022 were 297,000.
NOTE
7 — SHAREHOLDERS’ EQUITY
Preferred
Shares — The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share with such
designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.
As of March 31, 2023 and December 31, 2022, there were no shares of preferred shares issued or outstanding.
Ordinary
Shares — The Company is authorized to issue 150,000,000 ordinary shares with a par value of $0.0001 per share. Holders
of ordinary shares are entitled to one vote for each share.
As
of March 31, 2023 and December 31, 2022, there were 2,416,000
ordinary shares issued and outstanding, of which an aggregate of up to 225,000
ordinary shares are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full
or in part so that the number of Founder Shares will equal 19%
of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (excluding private placement shares)
or approximately 23.0%
(including private placement shares). The underwriter partially exercised the over-allotment and as such 150,000
ordinary shares are not subject to forfeiture as of October 18, 2022. The underwriters are also entitled
to 270,000 ordinary shares (310,500 if the over-allotment option is exercised in full) as part of its underwriting fee. The underwriters
received non-cash underwriting fees of $2,922,480 represented by the fair value of 297,000 shares issued to the underwriter due to the
partial exercise, granted at October 18, 2022. Simultaneously with the consummation of the IPO and the sale of the Units, we consummated
the Private Placement of Placement Units to the Sponsor at a price of $ per Placement Unit, generating total proceeds of
$.
Only
holders of the founder shares will have the right to vote on the election of directors prior to the Business Combination. Holders of
ordinary shares and holders of founder shares will vote together as a single class on all matters submitted to a vote of our shareholders
except as otherwise required by law. In connection with our initial business combination, we may enter into a shareholders’ agreement
or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements
that differ from those in effect upon completion of this offering.
In
the case that additional shares of ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts
issued in the Proposed Public Offering and relate to the closing of a Business Combination, the ratio at which founder shares will be
adjusted (unless the holders of a majority of the then-outstanding shares of founder shares agree to waive such adjustment with respect
to any such issuance or deemed issuance) so that the number of founder shares will equal, in the aggregate, 19% of the sum of the total
number of all shares of ordinary shares outstanding upon the completion of Proposed Public Offering plus all shares of ordinary shares
and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of ordinary
shares redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any
seller of an interest in the target to us in a Business Combination.
Rights
- Except in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically
receive two-tenths (2/10) of one ordinary share upon consummation of the initial business combination. The Company will not issue fractional
shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise
addressed in accordance with the applicable provisions of Cayman law.
NOTE
8. FAIR VALUE MEASUREMENTS
The
Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each
reporting period and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.
The
fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would
have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction
between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company
seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable
inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is
used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and
liabilities:
| |
Level
1: |
Quoted
prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions
for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
| |
|
|
| |
Level
2: |
Observable
inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities
and quoted prices for identical assets or liabilities in markets that are not active. |
| |
|
|
| |
Level
3: |
Unobservable
inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
The
following table presents information about the Company’s assets and liabilities that are measured at fair value at March 31, 2023
and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
SCHEDULE
OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE
| Description | |
Level | | |
March
31, 2023 | | |
December
31, 2022 | |
| Assets: | |
| | |
| | | |
| | |
| Marketable securities
held in the Trust Account | |
1 | | |
$ | 68,572,667 | | |
$ | 67,813,020 | |
NOTE
9 — SUBSEQUENT EVENTS
The
Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements
were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure
in the financial statements.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References
to the “Company,” “us,” “our” or “we” refer to TenX Keane Acquisition. The following
discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements
and related notes included herein.
Cautionary
Note Regarding Forward-Looking Statements
All
statements other than statements of historical fact included in this Report including, without limitation, statements under this “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business
strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Report,
words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and
similar expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking
statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s
management. Actual results could differ materially from those contemplated by the forward- looking statements as a result of certain
factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons
acting on the Company’s behalf are qualified in their entirety by this paragraph.
The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the 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.
Overview
We
were incorporated in the Cayman Islands on March 1, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more businesses.
Results
of Operations and Known Trends or Future Events
We
have not generated any revenues to date, and we will not be generating any operating revenues until the closing and completion of our
initial business combination. Our entire activity up to December 31, 2022 has been related to our formation, the Initial Public Offering
and, since the closing of the Initial Public Offering, and a search for a business combination target. We have, and expect to continue
to generate, non-operating income in the form of interest income and unrealized gains on investments held in the trust account. We expect
to continue 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 in connection with the search for a business combination target.
We
have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational
activities and those necessary to prepare for the IPO. Following the IPO, we will not generate any operating revenues until after completion
of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents
after the IPO. After the IPO, 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 expenses as we conduct due diligence on prospective business combination candidates.
We expect our expenses to increase substantially after the closing of the IPO.
For
the three months ended March 31, 2023, we had net income of $611,725, which primarily consisted of investment income on the trust assets
of $759,647, partially offset by operating expenses of $147,922.
Liquidity,
Capital Resources Going Concern
As
of March 31, 2023 our cash was $120,376.
Our
registration statement for the IPO (the “Registration Statement”) was declared effective on October 13, 2022. On October
18, 2022, we consummated the IPO of 6,600,000 Units, including 600,000 additional Units issued pursuant to the partial exercise by the
underwriter of its over-allotment option (with respect to the common stock included in the Units being offered, the “Public Shares”),
generating gross proceeds of $66,000,000.
Simultaneously
with the consummation of the IPO and the sale of the Units, we consummated the Private Placement of 394,000 Placement Units to the Sponsor
at a price of $10.00 per Placement Unit, generating total proceeds of $3,940,000.
Following
the closing of the IPO on October 18, 2022, an amount of $67,320,000 ($10.20 per Unit) from the net proceeds of the sale of the Units
in the Initial Public Offering and the Private Placement was placed in the trust account. The funds held in the trust account may be
invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended
(the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself
out as a money market fund selected by us meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the us,
until the earlier of: (i) the completion of a business combination or (ii) the distribution of the trust account.
We
intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust
account, to complete our initial business combination. To the extent that our capital stock or debt is used, in whole or in part, as
consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working
capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As
of March 31, 2023, we had available to us approximately $120,376 of proceeds held outside the trust account. We will use these funds
to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices,
plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material
agreements of prospective target businesses, and structure, negotiate and complete an initial business combination.
In
order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination,
our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds on a
non-interest bearing basis as may be required. If we complete our initial business combination, we would repay such loaned amounts. In
the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account
to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Other than as described above,
the terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect
to such loans. We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe
third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust
account.
We
expect our primary liquidity requirements during that period to include $92,000 for legal, accounting, due diligence, travel and other
expenses associated with structuring, negotiating and documenting successful business combinations as well as legal and accounting fees
related to regulatory reporting requirements, and $216,800 for working capital that will be used for miscellaneous expenses and reserves.
In addition, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the
Company may borrow up to an aggregate principal amount of $300,000 if we need additional capital.
These
amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being
placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a
down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping”
around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular
proposed initial business combination, although we do not have any current intention to do so. If we entered into an agreement where
we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop”
provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time.
Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue
searching for, or conducting due diligence with respect to, prospective target businesses.
We
do not believe we will need to raise additional funds following the IPO in order to meet the expenditures required for operating our
business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating
an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate
our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial
business combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our initial
business combination, in which case we may issue additional securities or incur debt in connection with such business combination. In
addition, we are targeting businesses larger than we could acquire with the net proceeds of the IPO and the sale of the Private Units,
and may as a result be required to seek additional financing to complete such proposed initial business combination. Subject to compliance
with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination.
If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced
to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient,
we may need to obtain additional financing in order to meet our obligations.
There
is no assurance that our plans to consummate a business combination will be successful within the combination period. As a result, there
is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial
statements are issued or are available to be issued.
In
connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)
2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management
believes that the funds which the Company has available following the completion of the Initial Public Offering will enable it to sustain
operations for a period of at least one-year from the issuance date of this financial statement. However, management has determined that
the combination period is less than one year from the date of the issuance of the financial statements. There is no assurance that the
Company’s plans to consummate a business combination will be successful within the combination period. The liquidation deadline
before any extension is less than a year from the date of this report. As a result, there is substantial doubt about the entity’s
ability to continue as a going concern within one year after the date that the financial statements are issued or are available to be
issued. The financial statements do not include any adjustments that might result from the outcome of the uncertainty.
The
change in cash for the year ended March 31, 2023 was a decrease of $168,799 and was comprised of cash used in operating activities of
$168,799.
Contractual
Obligations
We
do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term
liabilities.
Our
Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in
connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business
combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors
or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling
on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.
In
addition, in order to finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate
of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete
our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close,
we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust
account would be used for such repayment. The terms of such loans by our officers and directors, if any, have not been determined and
no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our Sponsor or an affiliate
of our Sponsor 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.
Our
Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with
the completion of a business combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association
(i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the our initial business
combination or to redeem 100% of the Public Shares if we do not complete a business combination within the Combination Period or (ii)
with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless we provide
the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment 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 trust account and
not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares.
Our
Sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to the Founder Shares it will
receive if we fail to complete a business combination within the Combination Period. However, if the Sponsor or any of its respective
affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the trust account if we fail
to complete a business combination within the Combination Period. In the event of such distribution, it is possible that the per share
value of the assets remaining available for distribution will be less than the Public Offering price per Unit ($10.00).
The
holders of the Founder Shares, Placement Units and Units that may be issued upon conversion of Working Capital Loans (and any shares
of Ordinary Shares issuable upon the exercise of the Private Placement Right) will be entitled to registration rights pursuant to a registration
rights agreement signed prior to or on the effective date of the IPO requiring us to register such securities for resale. The holders
of these securities will be entitled to make up to three demands, excluding short form registration demands, that we register such securities.
In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent
to completion of a business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the
Securities Act. However, the registration rights agreement provides that we will not be required to effect or permit any registration
or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions.
We will bear the expenses incurred in connection with the filing of any such registration statements.
Critical
Accounting Estimates
The
preparation of 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 financial statements, and income and expenses during the periods reported. Actual
results could materially differ from those estimates. We have not identified any critical accounting policies or estimates.
Deferred
Offering Costs
Deferred
offering costs consist of costs incurred in connection with preparation for the IPO. These costs, together with the underwriting discounts
and commissions, were charged to additional paid in capital upon completion of the IPO. As of March 31, 2023 and 2022 the Company had
deferred offering costs of $0 and $186,377, respectively.
Net
income per share
The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per
share of ordinary shares is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period.
The Company applies the two-class method in calculating income per ordinary share.
The
calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial
Public Offering, and (ii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events.
As of March 31, 2023 and 2022, the Company did not have any dilutive securities or 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 net income per ordinary share is
the same as basic net income per ordinary share for the period presented.
Derivative
Financial Instruments
We
evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives
in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted
for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each
reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.
Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion
of the instrument could be required within 12 months of the balance sheet date. The over-allotment option is deemed to be a freestanding
financial instrument indexed on the contingently redeemable shares and will be accounted for as a liability pursuant to ASC 480.
