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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
☒
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended June 30, 2023
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ______________ to ______________
Commission
File Number 001-40679
SEP
ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
Delaware |
|
86-2365445 |
(State or other jurisdiction
of incorporation or organization) |
|
(IRS Employer Identification
No.) |
3737
Buffalo Speedway, Suite 1750
Houston,
TX 77098
(Address
of principal executive offices and zip code)
(713)
715-6820
(Registrant’s
telephone number, including area code)
N/A
(Former
name, former address and former fiscal year, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
Units, each consisting
of one share of Class A common stock and one-half of one warrant |
|
SEPAU |
|
The Nasdaq Stock
Market LLC |
|
|
|
|
|
Class A common stock,
par value $0.0001 per share |
|
SEPA |
|
The Nasdaq Stock
Market LLC |
|
|
|
|
|
Warrants, each whole
warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
|
SEPAW |
|
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 (Section 232.405 of this chapter) during the preceding 12 months (or 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, a 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 14, 2023, there were 1,304,259 shares of the registrant’s Class A common stock, par value $0.0001 per share,
and 4,510,375 shares of the registrant’s Class B common stock, par value $0.0001 per share issued and outstanding.
MERCURY
ECOMMERCE ACQUISITION CORP.
TABLE
OF CONTENTS
PART
I – FINANCIAL INFORMATION
ITEM
1. CONDENSED FINANCIAL STATEMENTS
SEP ACQUISITION CORP.
CONDENSED BALANCE SHEETS
|
|
June
30, 2023 |
|
|
December
31, 2022 |
|
ASSETS |
|
(Unaudited) |
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and
cash equivalents |
|
$ |
849,375 |
|
|
$ |
1,343,809 |
|
Prepaid
expenses and other current assets |
|
|
56,126 |
|
|
|
165,398 |
|
Total current assets |
|
|
905,501 |
|
|
|
1,509,207 |
|
Investments held in Trust Account |
|
|
13,634,402 |
|
|
|
— |
|
Restricted cash
held with Trustee |
|
|
— |
|
|
|
22,468,765 |
|
Total Assets |
|
$ |
14,539,903 |
|
|
$ |
23,977,972 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES, REDEEMABLE CLASS A COMMON STOCK
AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable and
accrued expenses |
|
$ |
56,398 |
|
|
$ |
62,676 |
|
Franchise tax payable |
|
|
— |
|
|
|
62,765 |
|
Income tax payable |
|
|
506,603 |
|
|
|
506,603 |
|
Promissory note -
related party |
|
|
960,000 |
|
|
|
960,000 |
|
Accrued interest on
promissory note - related party |
|
|
30,983 |
|
|
|
2,420 |
|
Stockholder
redemption payable |
|
|
— |
|
|
|
9,136,168 |
|
Total current liabilities |
|
|
1,553,984 |
|
|
|
10,730,632 |
|
Warrant liabilities |
|
|
681,328 |
|
|
|
851,661 |
|
Deferred underwriting
fee payable |
|
|
— |
|
|
|
6,314,525 |
|
Total Liabilities |
|
|
2,235,312 |
|
|
|
17,896,818 |
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies (Note 6) |
|
|
|
|
|
|
|
|
Class A common stock, $0.0001 par value, subject
to possible redemption; 1,304,259 shares at redemption value at
June 30, 2023 and December 31, 2022 |
|
|
13,634,402 |
|
|
|
13,332,597 |
|
|
|
|
|
|
|
|
|
|
Stockholders’ Deficit |
|
|
|
|
|
|
|
|
Preferred stock, $0.0001
par value; 1,000,000 shares authorized; none issued and outstanding |
|
|
— |
|
|
|
— |
|
Class A common stock,
$0.0001 par value; 150,000,000 shares authorized; no shares issued and outstanding (excluding 1,304,259 shares subject to
possible redemption at June 30, 2023 and December 31, 2022) |
|
|
— |
|
|
|
— |
|
Class B common stock,
$0.0001 par value; 20,000,000 shares authorized; 4,510,375 shares issued and outstanding at June 30, 2023 and December 31,
2022 |
|
|
451 |
|
|
|
451 |
|
Additional paid-in
capital |
|
|
— |
|
|
|
— |
|
Accumulated
deficit |
|
|
(1,330,262 |
) |
|
|
(7,251,894 |
) |
Total Stockholders’
Deficit |
|
|
(1,329,811 |
) |
|
|
(7,251,443 |
) |
TOTAL LIABILITIES,
REDEEMABLE CLASS A COMMON STOCK AND STOCKHOLDERS’ DEFICIT |
|
$ |
14,539,903 |
|
|
$ |
23,977,972 |
|
The accompanying notes are an integral part of these unaudited condensed financial
statements.
SEP ACQUISITION CORP.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
months ended June 30, |
|
|
Six
months ended June 30, |
|
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
Formation and operating costs |
|
$ |
214,403 |
|
|
$ |
210,022 |
|
|
$ |
461,151 |
|
|
$ |
432,912 |
|
Franchise tax |
|
|
41,039 |
|
|
|
50,000 |
|
|
|
84,339 |
|
|
|
100,598 |
|
Loss from operations |
|
|
(255,442 |
) |
|
|
(260,022 |
) |
|
|
(545,490 |
) |
|
|
(533,510 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense on
promissory note - related party |
|
|
(14,361 |
) |
|
|
— |
|
|
|
(28,563 |
) |
|
|
— |
|
Earnings on trading
securities |
|
|
9,066 |
|
|
|
— |
|
|
|
10,827 |
|
|
|
— |
|
Realized gain on investments
held in Trust Account |
|
|
— |
|
|
|
92,185 |
|
|
|
— |
|
|
|
110,613 |
|
Unrealized gain on
investments held in Trust Account |
|
|
160,482 |
|
|
|
138,413 |
|
|
|
301,805 |
|
|
|
191,476 |
|
Unrealized gain from
change in fair value of warrant liabilities |
|
|
— |
|
|
|
2,554,981 |
|
|
|
170,333 |
|
|
|
4,428,632 |
|
Gain
on waiver of deferred underwriting commissions by underwriter |
|
|
299,940 |
|
|
|
— |
|
|
|
299,940 |
|
|
|
— |
|
Total other income, net |
|
|
455,127 |
|
|
|
2,785,579 |
|
|
|
754,342 |
|
|
|
4,730,721 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
199,685 |
|
|
$ |
2,525,557 |
|
|
$ |
208,852 |
|
|
$ |
4,197,211 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding, Class A common stock subject to possible redemption |
|
|
1,304,259 |
|
|
|
18,041,500 |
|
|
|
1,304,259 |
|
|
|
18,041,500 |
|
Basic and diluted
net income (loss) per share, Class A common stock subject to possible redemption |
|
$ |
(3.45 |
) |
|
$ |
0.11 |
|
|
$ |
(3.36 |
) |
|
$ |
0.19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding, Class B common stock |
|
|
4,510,375 |
|
|
|
4,510,375 |
|
|
|
4,510,375 |
|
|
|
4,510,375 |
|
Basic and diluted
net income per share, Class B common stock |
|
$ |
1.04 |
|
|
$ |
0.10 |
|
|
$ |
1.02 |
|
|
$ |
0.17 |
|
The accompanying notes are an integral part of these unaudited
condensed financial statements.
SEP ACQUISITION CORP.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS'
DEFICIT
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class
A Common Stock |
|
|
Class
B Common Stock |
|
|
Additional
Paid-in |
|
|
Accumulated |
|
|
Total
Stockholders’ |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Deficit |
|
Balance as of December
31, 2022 |
|
|
— |
|
|
$ |
— |
|
|
|
4,510,375 |
|
|
$ |
451 |
|
|
$ |
— |
|
|
$ |
(7,251,894 |
)) |
|
$ |
(7,251,443 |
) |
Subsequent accretion
of Class A common stock subject to redemption to redemption amount as of March 31, 2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(141,323 |
) |
|
|
(141,323 |
) |
Net
income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9,167 |
|
|
|
9,167 |
|
Balance as of March 31, 2023 |
|
|
— |
|
|
$ |
— |
|
|
|
4,510,375 |
|
|
$ |
451 |
|
|
$ |
— |
|
|
$ |
(7,384,050 |
) |
|
$ |
(7,383,599 |
) |
Waiver of deferred
underwriting commissions by underwriter (see Note 6) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6,014,585 |
|
|
|
6,014,585 |
|
Subsequent accretion
of Class A common stock subject to redemption to redemption amount as of June 30, 2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(160,482 |
) |
|
|
(160,482 |
) |
Net
income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
199,685 |
|
|
|
199,685 |
|
Balance as
of June 30, 2023 |
|
|
— |
|
|
$ |
— |
|
|
|
4,510,375 |
|
|
$ |
451 |
|
|
$ |
— |
|
|
$ |
(1,330,262 |
) |
|
$ |
(1,329,811 |
) |
| |
Class A Common Stock | | |
Class B Common Stock | | |
Additional Paid-in | | |
Accumulated | | |
Total Stockholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance as of December 31, 2021 | |
| — | | |
$ | — | | |
| 4,510,375 | | |
$ | 451 | | |
$ | — | | |
$ | (12,786,739 | ) | |
$ | (12,786,288 | ) |
Subsequent accretion of Class A common stock subject to redemption to redemption amount as of March 31, 2022 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (71,491 | ) | |
| (71,491 | ) |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,671,654 | | |
| 1,671,654 | |
Balance as of March 31, 2022 | |
| — | | |
$ | — | | |
| 4,510,375 | | |
$ | 451 | | |
$ | — | | |
$ | (11,186,576 | ) | |
$ | (11,186,125 | ) |
Subsequent accretion of Class A common stock subject to redemption to redemption amount as of June 30, 2022 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (230,598 | ) | |
| (230,598 | ) |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 2,525,557 | | |
| 2,525,557 | |
Balance as of June 30, 2022 | |
| — | | |
$ | — | | |
| 4,510,375 | | |
$ | 451 | | |
$ | — | | |
$ | (8,891,617 | ) | |
$ | (8,891,166 | ) |
The accompanying notes are an integral part of these unaudited
condensed financial statements.
SEP ACQUISITION CORP.
CONDENSED 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 |
|
$ |
208,852 |
|
|
$ |
4,197,211 |
|
Adjustments to reconcile net income to net cash
used in operating activities: |
|
|
|
|
|
|
|
|
Realized gain on investments
held in Trust Account |
|
|
— |
|
|
|
(110,613 |
) |
Unrealized gain on
investments held in Trust Account |
|
|
(301,805 |
) |
|
|
(191,476 |
) |
Accrued interest expense
on promissory note - related party |
|
|
28,563 |
|
|
|
— |
|
Unrealized gain from
change in fair value of warrant liabilities |
|
|
(170,333 |
) |
|
|
(4,428,632 |
) |
Gain on waiver of
deferred underwriting commissions by underwriter |
|
|
(299,940 |
) |
|
|
— |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Prepaid expenses |
|
|
109,272 |
|
|
|
125,763 |
|
Accounts payable and
accrued expenses |
|
|
(6,278 |
) |
|
|
(103,415 |
) |
Franchise tax payable |
|
|
(62,765 |
) |
|
|
(67,123 |
) |
Net
cash used in operating activities |
|
|
(494,434 |
) |
|
|
(578,285 |
) |
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
Purchase of U.S. government treasury obligations |
|
|
(26,811,597 |
) |
|
|
(182,345,000 |
) |
Proceeds from redemption
of U.S. government treasury obligations |
|
|
13,479,000 |
|
|
|
182,345,000 |
|
Net
cash used in investing activities |
|
|
(13,332,597 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
Payment to redeeming
stockholders |
|
|
(9,136,168 |
) |
|
|
— |
|
Net
cash used in financing activities |
|
|
(9,136,168 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
Net Change in Cash, Cash Equivalents and Restricted Cash |
|
|
(22,963,199 |
) |
|
|
(578,285 |
) |
Cash, Cash Equivalents and Restricted Cash- Beginning of period |
|
|
23,812,574 |
|
|
|
842,059 |
|
Cash, Cash Equivalents and Restricted Cash- End of period |
|
$ |
849,375 |
|
|
$ |
263,774 |
|
|
|
|
|
|
|
|
|
|
Non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
Waiver of deferred underwriting commissions
by underwriter (see Note 6) |
|
$ |
6,014,585 |
|
|
$ |
— |
|
Subsequent accretion of Class A common stock
subject to redemption to redemption amount as of June 30, 2023 and 2022 |
|
$ |
301,805 |
|
|
$ |
302,089 |
|
The accompanying notes are an integral part of these condensed
financial statements.
SEP
ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
(UNAUDITED)
NOTE
1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY AND GOING CONCERN
SEP
Acquisition Corp. (the “Company”) formerly known as Mercury Ecommerce Acquisition Corp. (name of the Company changed
on December 21, 2022), is a blank check company incorporated in Delaware on March 1, 2021. The Company was formed for the purpose
of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with
one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic
region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as
such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As
of June 30, 2023, the Company had not commenced any operations. All activity for the three and six months ended June 30, 2023
and for the three and six months ended June 30, 2022 relates to the Company’s formation and the initial public offering
(“Initial Public Offering”), which is described in Note 3, along with costs associated with the search for a target
to enter into the Business Combination with the Company. The Company will not generate any operating revenues until after the
completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of realized gains
from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The
registration statement for the Company’s Initial Public Offering was declared effective on July 27, 2021. On July 30, 2021,
the Company consummated the Initial Public Offering of 17,500,000 units (the “Units” and, with respect to the shares
of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds
of $175,000,000 which is described in Note 3.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 7,850,000 warrants (the “Private Placement
Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Mercury Sponsor Group I LLC (the
“Sponsor”), generating gross proceeds of $7,850,000, which is described in Note 4.
The
Company granted the underwriter in the Initial Public Offering a 45-day option to purchase up to 2,625,000 additional Units to
cover over-allotments, if any. On August 20, 2021, the underwriter partially exercised the over-allotment option and purchased
an additional 541,500 Units (the “Over-Allotment Units”), generating gross proceeds of $5,415,000, and incurred $108,300
in cash underwriting fees and $189,525 that will be payable to the underwriter for deferred underwriting commissions, which is
described in Note 3. On June 30, 2023, the underwriter agreed to waive its rights to its portion of the fee payable by the Company
for deferred underwriting commissions, which is described in Note 6.
Simultaneously
with the underwriter partially exercising the over-allotment option, the Sponsor purchased an additional 162,450 warrants (the
“Over-Allotment Private Placement Warrants”) at a price of $1.00 per Over-Allotment Private Placement Warrant ($162,450
in the aggregate), which is described in Note 4.
In
addition, the Sponsor agreed to forfeit up to 656,250 Founder Shares to the extent that the over-allotment option was not exercised
in full by the underwriter. The underwriter partially exercised its over-allotment option on August 20, 2021 and forfeited the
remainder of the option; thus, 520,875 Founder Shares were forfeited by the Sponsor, which is described in Note 5.
Transaction
costs amounted to $15,401,418 consisting of $3,608,300 of underwriting fees, $6,314,525 of deferred underwriting fees, $764,193
of other offering costs, and $4,714,400 of the excess fair value of the Founder Shares sold over the purchase price of $4,150
(see Note 5).
Following
the closing of the Initial Public Offering and partial exercise of the underwriter’s over-allotment option, a total of $182,219,150
from the net proceeds of the sale of the Units in the Initial Public Offering, the sale of the Private Placement Warrants, the
sale of the Over-Allotment Units, and the sale of the Over-Allotment Private Placement Warrants was placed in a Trust Account
(the “Trust Account”) and invested only in U.S. government treasury obligations with maturities of 185 days or less
or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct
U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution
of the funds held in the Trust Account, as described below.
SEP
ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
(UNAUDITED)
The
Company will provide its stockholders 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 stockholder meeting called to approve the Business Combination or (ii)
by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or
conduct a tender offer will be made by the Company. The stockholders will be entitled to redeem their shares for a pro rata portion
of the amount held in the Trust Account (initially $10.10 per share), calculated as of two business days prior to the completion
of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released
to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with
respect to the Company’s warrants.
The
Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation
of such Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder
vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder
vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Amended
and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the Securities
and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination.
If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined
in Note 5) have agreed to vote their Founder Shares and any Public Shares purchased in or after the Initial Public Offering in
favor of approving a Business Combination and to waive their redemption rights with respect to any such shares in connection with
a stockholder vote to approve a Business Combination. Additionally, each public stockholder may elect to redeem its 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 stockholder approval of a Business Combination and it does not conduct redemptions pursuant
to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder 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
initial stockholders have agreed to waive (a) their redemption rights with respect to any Founder Shares and any Public Shares
held by them in connection with the completion of an initial Business Combination, (b) their redemption rights with respect to
any Founder Shares and Public Shares held by them in connection with a stockholder vote to approve an amendment to the Amended
and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide holders
of Class A common stock the right to have their shares redeemed or to provide for the redemption of Public Shares in connection
with an initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business
Combination within the Combination Period (as defined below), or with respect to any other material provision relating to stockholder
rights or pre-initial Business Combination activity and (c) their rights to liquidating distributions from the Trust Account with
respect to any Founder Shares held by them if the Company fails to complete an initial Business Combination within the Combination
Period (as defined below). However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering,
such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business
Combination within the Combination Period (as defined below).
The Company initially had 18 months, or 24 months if the Company had signed a definitive agreement with respect to an initial Business Combination within such 18-month period from the closing of the Initial Public Offering to complete a Business Combination. Following approval of the Extension Proposal (defined below), the Company has until July 30, 2024 to complete a Business Combination (the "Combination Period"). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations,
except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter,
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 (net of permitted withdrawals and up to $100,000 of interest to
pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish
public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any),
subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
the Company’s remaining stockholders and board of directors, dissolve and liquidate, subject in each case to the Company’s
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be
no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if
the Company fails to complete an initial Business Combination within the Combination Period.
SEP
ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
(UNAUDITED)
On
December 20, 2022, the Company held a special meeting of stockholders where the Company’s stockholders approved the Extension
Amendment, extending the date by which the Company must consummate a business combination from January 30, 2023 (or July 30, 2023,
if the Company had executed a definitive agreement for a business combination by January 30, 2023) to July 30, 2024 (the “Extension
Proposal”). In connection with the Extension Proposal, the Company was required to permit public stockholders
to redeem their shares of the Company’s Class A Common Stock. Of the 18,041,500 shares of the Company’s Class A common
stock outstanding, the holders of 16,737,241 shares of the Company’s Class A common stock elected to redeem their shares
at a per share redemption price of approximately $10.22. As a result, the Company transferred cash in the amount of $185,001,686
to the Trustee, of which $171,094,003 was designated to pay such holders who had elected to redeem their shares in connection
with the Extension Proposal. As of December 31, 2022, $161,957,835 had been paid to the redeeming stockholders and $22,468,765
remained in restricted cash, $9,136,168 of which was paid subsequent to December 31, 2022 to such holders who elected to redeem
their shares. Following the redemptions, the Company had 1,304,259 shares of the Company’s Class A Common Stock outstanding
and $13,332,597 remained in the Trust Account (i.e. approximately $10.22 per share of the Company’s Class A Common Stock).
In
order to protect the amounts 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 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 (i) $10.10 per Public Share or (ii) the actual amount per
Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due
to reductions in the value of the trust assets, in each case net of permitted withdrawals, except as to any claims by a third
party (including such target business) that executed a waiver of any and all rights to the monies held in the Trust Account (whether
any such waiver is enforceable) and except as to any claims under the Company’s indemnity or contribution of the underwriter
of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended
(the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the
Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s
independent registered 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.
Nasdaq
Notifications
On
January 22, 2023, the Company received a written notice from the listing qualifications department staff of The Nasdaq Stock Market
(“Nasdaq”) indicating that the Company was not in compliance with Listing Rule 5550(a)(4), due to the Company’s
failure to meet the minimum 500,000 publicly held shares requirement for continued listing on the Nasdaq Capital Market. On February
9, 2023, the Company submitted to Nasdaq a plan to regain compliance with Listing Rule 5550(a)(4), pursuant to which the Company’s
Chairman, Mr. Blair Garrou, agreed to sell 80,000 of the shares of Class A Common Stock he is deemed to beneficially own through
Mercury Houston Partners, LLC and Mercury Affiliates XI, LLC by means of private sales to unaffiliated buyers. After the private
sales of 80,000 shares of Class A common stock to unaffiliated buyers, the Company has 509,259 publicly held shares as defined
in Listing Rule 5001(a)(35) of the Nasdaq Rules. Based on the Company’s submission, the Company received a letter on February
27, 2023, in which the Nasdaq staff determined to grant the Company an extension of time to regain compliance with the Listing
Rule 5550(a)(4). Under the terms of the extension, the Company was required to file with the SEC and Nasdaq a public document
containing the Company’s current total shares outstanding and a beneficial ownership table in accordance with SEC proxy
rules on or before March 31, 2023, which the Company complied with by virtue of filing the beneficial ownership table in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2022. On April 4, 2023, the Company received a written notice from
the listing qualifications department of Nasdaq stating that the Nasdaq staff had determined that the Company was in compliance
with Listing Rule 5550(a)(4) and that the matter was now closed.
SEP
ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
(UNAUDITED)
On
March 28, 2023, the Company received a written notice from the listing qualifications department staff of Nasdaq notifying the
Company that for the last 30 consecutive business days, the Company’s minimum Market Value of Listed Securities (“MVLS”)
was below the minimum of $35 million required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule
5550(b)(2) (the “Market Value Standard”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company will have
180 calendar days, or until September 25, 2023, to regain compliance with the Market Value Standard. To regain compliance with
the Market Value Standard, the MVLS for the Company’s common stock must be at least $35 million for a minimum of 10 consecutive
business days at any time during this 180-day period. If the Company regains compliance with the Market Value Standard, Nasdaq
will provide the Company with written confirmation and will close the matter. If the Company does not regain compliance with the
rule by September 25, 2023, Nasdaq will provide notice that the Company’s securities will be delisted from the Nasdaq Capital
Market. In the event of such notification, the Nasdaq rules permit the Company an opportunity to appeal Nasdaq’s determination.
The Company is monitoring the MLVS of its common stock and is evaluating options to regain compliance with the Nasdaq continued
listing standards. However, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq
listing criteria.
Going
Concern Consideration
As
of June 30, 2023, the Company had $849,375 in cash held outside of the Trust Account and a working capital deficit of $648,483.
The Company anticipates that the cash held outside of the Trust Account as of June 30, 2023 will not be sufficient to allow the
Company to operate for at least the next 12 months from the issuance of the unaudited condensed financial statements, assuming
that a Business Combination is not consummated during that time. Over this time period, the Company will be using the funds held
outside of the Trust Account for paying existing accounts payable and accrued liabilities, identifying and evaluating prospective
initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures,
selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time
within one year after the date that the unaudited condensed financial statements are issued. Management plans to address this
uncertainty through the Business Combination as discussed above. In addition, 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 additional funds as may be required
under the Working Capital Loans (as defined in Note 5). There is no assurance that the Company’s plans to consummate the
Business Combination will be successful or successful within the Combination Period or that the Sponsor or an affiliate of the
Sponsor, or certain of the Company’s officers and directors will loan the Company funds as may be required under the Working
Capital Loans.
As
a result of the above, in connection with the Company’s assessment of going concern, management has determined that the
conditions described above raise substantial doubt about the Company’s ability to continue as a going concern through approximately
one year from the date the unaudited condensed financial statements are issued. The unaudited condensed financial statements do
not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might
be necessary should the Company be unable to continue as a going concern.
SEP
ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
(UNAUDITED)
Risks
and Uncertainties
The
credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and
Russia. The conflict is expected to have further global economic consequences, including but not limited to the possibility of
severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases
in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries
have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against
the United States, its government, infrastructure and businesses. Any of the foregoing consequences, including those the Company
cannot yet predict, may cause the Company’s business, financial condition, results of operations and the price of the Company’s
common stock to be adversely affected.
SEP
ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2023
(UNAUDITED)
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally
accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information
or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been
condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not
include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations,
or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments,
consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results
and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction
with the Company’s 2022 Form 10-K as filed with the SEC on March 31, 2023. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future
periods.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart
Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies.
The
JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt
out of such extended transition period which means that when a standard is issued or revised and it has different application
dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the
time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed
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 unaudited condensed 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 financial statements and the reported amounts of expenses during the reporting period.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect
of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which
management considered in formulating its estimate, could change in the near term due to one or more future confirming events.
Accordingly, the actual results could differ from those estimates. The initial valuation of the Public Warrants (as defined in
Note 3), Private Placement Warrants, and Class A common stock subject to redemption required management to exercise significant
judgement in its estimates.
SEP
ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2023
(UNAUDITED)
Cash,
Cash Equivalents, and Restricted Cash
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed balance
sheets that sum to the total of the same amounts shown in the statements of cash flows.
Schedule Of Cash And Cash Equivalents
| |
June 30, 2023 | | |
December 31, 2022 | |
| |
(Unaudited) | | |
| | |
Cash | |
$ | 38,548 | | |
$ | 1,343,809 | |
Cash equivalents | |
| 810,827 | | |
| — | |
Restricted cash | |
| — | | |
| 22,468,765 | |
Total Cash | |
$ | 849,375 | | |
$ | 23,812,574 | |
Cash
Equivalents
The
Company invests auxiliary funds from the operating bank account into trading securities held in the brokerage account. The investments
consist of U.S. government treasury obligations with a fair value of $810,827 and $0 at June 30, 2023 and December 31, 2022, respectively.
Restricted
Cash Held with Trustee
In
connection with the Extension Amendment, the Company transferred cash in the amount of $185,001,686
to the Trustee. As of June 30, 2023 and December 31, 2022, the Company had $0
and $22,468,765
in restricted cash held with the Trustee, respectively. The Company does not have access to these funds. The assets held with
the Trustee were solely used in the payout to redeeming stockholders. During the six months ended June 30, 2023, of
the remaining restricted cash held with the Trustee, $9,136,168
was paid to remaining redeeming stockholders and $13,332,597
was transferred back to the Trust Account.
Investments
Held in Trust Account
As
of June 30, 2023 and December 31, 2022, the assets held in the Trust Account were held in U.S. government treasury obligations
with maturities of 185 days or less, which were invested in U.S. Treasury securities. Trading securities are presented on the
condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair
value of these securities are included in unrealized gains (losses) on investments held in Trust Account and realized gains (losses)
on investments held in Trust Account in the accompanying unaudited condensed statements of operations.
Common
Stock Subject to Possible Redemption
The
Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification
(“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”). Common stock subject to mandatory redemption
are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including 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 Company’s control) are classified as temporary equity. At all other times, common
stock is classified as stockholders’ equity (deficit). The Company’s Class A common stock includes certain redemption
rights that are outside of the Company’s control and subject to the occurrence of uncertain future events and therefore
is classified as temporary equity. As of June 30, 2023 and December 31, 2022, 1,304,259 shares of Class A common stock subject
to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section
of the Company’s balance sheets.
SEP
ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2023
(UNAUDITED)
The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A
common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount
of redeemable Class A common stock are recorded against additional paid-in capital and accumulated deficit. The Company recorded
an initial accretion of carrying value to redemption valuation of $25,012,764 upon consummation of the Initial Public Offering.
For the period from March 1, 2021 (inception) through December 31, 2021, the Company recorded accretion of carrying value to redemption
value of $29,687 due to the unrealized gain on the investments held in the Trust Account. For the year ended December 31, 2022,
the Company recorded accretion of carrying value to redemption value of $2,177,762 due to the $2,752,849 of realized gain on the
investments held in the Trust Account partially offset by $575,087 transferred to the operating bank account for taxes, as the
holders of the Class A common stock subject to redemption have the right to redeem their shares for a pro rata portion of the
amount held in the Trust Account including any pro rata gains earned on the funds held in the Trust Account and not previously
released to the Company to pay its tax obligations. For the three and six months ended June 30, 2023, the Company subsequently
recorded accretion of carrying value to redemption value of $160,482 and $301,805 due to the unrealized gain on the investments
held in the Trust Account, respectively.
As
of June 30, 2023 and December 31, 2022, the Class A common stock subject to possible redemption reflected in the unaudited condensed
financial statements is reconciled in the following table:
Class A Common Stock Subject to Possible Redemption
Gross proceeds | |
$ | 180,415,000 | |
Less: | |
| | |
Proceeds allocated to Public Warrants | |
| (8,569,713 | ) |
Issuance costs allocated to Class A common stock | |
| (14,638,901 | ) |
Plus: | |
| | |
Initial accretion of carrying value to redemption value | |
| 25,012,764 | |
Subsequent accretion of carrying value to redemption value as of December 31, 2021 | |
| 29,687 | |
Class A common stock subject to possible redemption as of December 31, 2021 | |
| 182,248,837 | |
Subsequent accretion of carrying value to redemption value as of December 31, 2022 | |
| 2,177,762 | |
Stockholder redemption of 16,737,241 shares at $10.10 per share plus realized gains | |
| (171,094,002 | ) |
Class A common stock subject to possible redemption as of December 31, 2022 | |
| 13,332,597 | |
Subsequent accretion of carrying value to redemption value as of March 31, 2023 | |
| 141,323 | |
Class A common stock subject to possible redemption as of March 31, 2023 | |
| 13,473,920 | |
Subsequent accretion of carrying value to redemption value as of June 30, 2023 | |
| 160,482 | |
Class A common stock subject to possible redemption as of June 30, 2023 | |
$ | 13,634,402 | |
Warrant
Liabilities
The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s
specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”).
The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition
of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC
815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification.
This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each
subsequent quarterly period end date while the warrants are outstanding.
SEP
ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2023
(UNAUDITED)
For
issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded
as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the
criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance,
and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain
or loss on the statements of operations. See Note 10 for details regarding the valuation of the Public Warrants (as defined in
Note 3) and the Private Placement Warrants.
Offering
Costs Associated with the Initial Public Offering
The
Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, Expenses of Offering.
Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related
to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in
equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities
are expensed immediately. The Company incurred offering costs amounting to $15,401,418 as a result of the Initial Public Offering
(consisting of $3,608,300 of underwriting fees, $6,314,525 of deferred underwriting fees, $764,193 of other offering costs, and
$4,714,400 of the excess fair value of the Founder Shares sold over the purchase price of $4,150 (see Note 5). Offering costs
recorded to equity amounted to $14,638,901 and offering costs that were expensed amounted to $762,517.
Income
Taxes
The
Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes (“ASC 740”), which
requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and
liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result
in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences
are expected to affect taxable income. 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, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties
as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in
significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major
taxing authorities since inception. The Company’s effective tax rate from continuing operations was 0.0% and 0.0% for the
three and six months ended June 30, 2023, respectively. The Company’s effective tax rate from continuing operations was
0.0% and 0.0% for the three and six months ended June 30, 2022, respectively.
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. The Company has not experienced losses on this account
and management believes the Company is not exposed to significant risks on such account.
On
March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation,
which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. On March 10, 2023, the Company announced
that it held all of its operating cash deposits with SVB in the amount of $1,343,809. None of the Company’s Trust Account
deposits are held at SVB. Following the joint announcement issued by the Department of the Treasury, Federal Reserve, and FDIC
on March 12, 2023, whereby the FDIC will complete its resolution of the receivership of SVB in a manner that fully protects all
depositors, the Company has access to all of their operating funds. On March 27, 2023, SVB was acquired by First Citizens Bank
and the Company’s deposits continue to be FDIC insured up to the FDIC limit.
SEP
ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2023
(UNAUDITED)
Net
Income (Loss) Per Common Share
Net
income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of shares of common
stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public
Offering and private placement to purchase an aggregate of 17,033,200
shares in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the
occurrence of future events. In order to determine the net income (loss) attributable to both the public Class A common stock
and Class B common stock, the Company first considered the total income (loss) allocable to both sets of shares. This is
calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per
share, any remeasurement of the accretion to redemption value of the Class A common stock subject to possible redemption was
considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to
both sets of shares, the Company split the amount to be allocated using a ratio of 22%
for the Class A common stock and 78%
for the Class B common stock for the three and six months ended June 30, 2023 and a ratio of 80%
for the Class A common stock and 20%
for the Class B common stock for the three and six months ended June 30, 2022, reflective of the respective participation
rights. The change in allocation ratios for the three and six months ended June 30, 2023 and for the three and
six months ended June 30, 2022 are due to the redemptions of Class A common stock (see Note 1).
The
following tables reflect the calculation of basic and diluted net income (loss) per common share (in dollars, except per share
amounts):
|
|
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 |
|
Net income |
|
$ |
199,685 |
|
|
$ |
2,525,557 |
|
|
$ |
208,852 |
|
|
$ |
4,197,211 |
|
Accretion of Class
A common stock to redemption amount |
|
|
(160,482 |
) |
|
|
(230,598 |
) |
|
|
(301,805 |
) |
|
|
(302,089 |
) |
Gain on waiver of deferred underwriting commissions by underwriter |
|
|
6,014,585 |
|
|
|
— |
|
|
|
6,014,585 |
|
|
|
— |
|
Net income (loss) including accretion of temporary equity to redemption value and gain on waiver of deferred
underwriting commissions by underwriter |
|
$ |
6,053,788 |
|
|
$ |
2,294,959 |
|
|
$ |
5,921,632 |
|
|
$ |
3,895,122 |
|
SEP
ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2023
(UNAUDITED)
|
|
For
the Three Months Ended June 30, |
|
|
For
the Six Months Ended June 30, |
|
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
Basic and diluted
net income (loss) per share: |
|
Class
A |
|
|
Class
B |
|
|
Class
A |
|
|
Class
B |
|
|
Class
A |
|
|
Class
B |
|
|
Class
A |
|
|
Class
B |
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) including accretion of temporary equity to redemption value and gain on waiver of deferred
underwriting commissions by underwriter |
|
$ |
1,357,903 |
|
|
$ |
4,695,885 |
|
|
$ |
1,835,967 |
|
|
$ |
458,992 |
|
|
$ |
1,328,259 |
|
|
$ |
4,593,373 |
|
|
$ |
3,116,098 |
|
|
$ |
779,024 |
|
Accretion
of Class A common stock to redemption amount |
|
|
160,482 |
|
|
|
— |
|
|
|
230,598 |
|
|
|
— |
|
|
|
301,805 |
|
|
|
— |
|
|
|
302,089 |
|
|
|
— |
|
Gain on waiver of deferred underwriting commissions by underwriter |
|
|
(6,014,585 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(6,014,585 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net
income (loss) |
|
$ |
(4,496,200 |
) |
|
$ |
4,695,885 |
|
|
$ |
2,066,565 |
|
|
$ |
458,992 |
|
|
$ |
(4,384,521) |
|
|
|
4,593,373 |
|
|
$ |
3,418,187 |
|
|
$ |
779,024 |
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
Average Common Stock |
|
|
1,304,259 |
|
|
|
4,510,375 |
|
|
|
18,041,500 |
|
|
|
4,510,375 |
|
|
|
1,304,259 |
|
|
|
4,510,375 |
|
|
|
18,041,500 |
|
|
|
4,510,375 |
|
Basic and diluted net income (loss) per common share | |
$ | (3.45 | ) | |
$ | 1.04 | | |
$ | 0.11 | | |
$ | 0.10 | | |
$ |
(3.36 | ) | |
$ | 1.02 | | |
$ | 0.19 | | |
$ | 0.17 | |
As
of June 30, 2023 and December 31, 2022, no Founder Shares remain subject to forfeiture, as such the Company did not have any dilutive
securities and other contracts that could, potentially, be exercised or converted into common stock and share in earnings. As
a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented.
Fair
Value of Financial Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value
Measurement (“ASC 820”), approximates the carrying amounts represented in the accompanying unaudited balance sheets,
primarily due to their short-term nature.
The
Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within
that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to
transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants
on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market
participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent
of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s
judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based
on the best information available in the circumstances.
The
fair value of the Company’s financial assets and liabilities, other than the investments held in the Trust Account and warrant
liabilities, approximate the carrying amounts represented in the accompanying balance sheets, primarily due to their
short-term nature.
Level
1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement
are observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level
2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar
underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable
at commonly quoted intervals.
SEP
ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2023
(UNAUDITED)
Level
3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques
when little or no market data exists for the assets or liabilities.
See
Note 10 for additional information on assets and liabilities measured at fair value.
Recent
Accounting Pronouncements
The
Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently
adopted, would have a material effect on the accompanying unaudited condensed financial statements.
NOTE
3. INITIAL PUBLIC OFFERING
Pursuant
to the Initial Public Offering, the Company sold 17,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists
of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each Public Warrant
entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 7).
The
Company had granted the underwriter in the Initial Public Offering a 45-day option to purchase up to 2,625,000 additional Units
to cover over-allotments, if any. On August 20, 2021, the underwriter partially exercised the over-allotment option and purchased
an additional 541,500 Over-Allotment Units, generating gross proceeds of $5,415,000, and incurred $108,300 in cash underwriting
fees and $189,525 that will be payable to the underwriter for deferred underwriting commissions.
NOTE
4. PRIVATE PLACEMENT
Simultaneously
with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,850,000 Private Placement Warrants at
a price of $1.00 per Private Placement Warrant ($7,850,000 in the aggregate). Each Private Placement Warrant is exercisable to
purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement
Warrants 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 Warrants will be used
to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants
will expire worthless. Upon the purchase of the Private Placement Warrants by the Sponsor, the Company recorded the excess proceeds
received over the fair value of the Private Placement Warrants as additional paid-in capital.
Simultaneously
with the underwriter partially exercising the over-allotment option, the Sponsor purchased an additional 162,450 Over-Allotment
Private Placement Warrants at a price of $1.00 per Over-Allotment Private Placement Warrant ($162,450 in the aggregate).
NOTE
5. RELATED PARTY TRANSACTIONS
Founder
Shares
On
March 4, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the
issuance of 5,031,250 shares of Class B common stock (the “Founder Shares”). The outstanding Founder Shares included
an aggregate of up to 656,250 shares of Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriter’s
over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the
Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public
Shares in the Initial Public Offering). The underwriter partially exercised its over-allotment option on August 20, 2021 and forfeited
the remainder of the option; thus, 520,875 Founder Shares were forfeited by the Sponsor.
SEP
ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2023
(UNAUDITED)
A
total of ten anchor investors purchased 14,402,000 Units in the Initial Public Offering at the offering price of $10.00 per Unit;
seven anchor investors purchased 1,732,500 Units in the Initial Public Offering at the offering price of $10.00 per Unit, and
such allocations were determined by the underwriter; one anchor investor purchased 1,400,000 Units in the Initial Public Offering
at the offering price of $10.00 per unit; and two anchor investors purchased 437,500 Units in the Initial Public Offering at the
offering price of $10.00 per Unit. In connection with the purchase of such Units, the anchor investors have not been granted any
stockholder or other rights in addition to those afforded to the Company’s other public stockholders. Further, the anchor
investors are not required to (i) hold any Units, Class A common stock or warrants they may purchase in the Initial Public Offering
or thereafter for any amount of time, (ii) vote any Class A common stock they may own at the applicable time in favor of the Business
Combination or (iii) refrain from exercising their right to redeem their Public Shares at the time of the Business Combination.
The anchor investors will have the same rights to the funds held in the Trust Account with respect to the Class A common stock
underlying the Units they purchased in the Initial Public Offering as the rights afforded to the Company’s other public
stockholders.
Each
anchor investor has entered into separate investment agreements with the Company and the Sponsor pursuant to which each anchor
investor purchased a specified number of Founder Shares, or an aggregate of 830,000 Founder Shares, from the Sponsor for $0.005
per share, or an aggregate purchase price of $4,150 at the closing of the Initial Public Offering, which was subject to such anchor
investor’s acquisition of 100% of the Units allocated to it by the underwriter in the Initial Public Offering. Pursuant
to the investment agreements, the anchor investors have agreed to (a) vote any Founder Shares held by them in favor of the Business
Combination and (b) subject any Founder Shares held by them to the same lock-up restrictions as the Founder Shares held by the
Sponsor and independent directors.
The
Company estimated the fair value of the Founder Shares attributable to the anchor investors to be $4,714,400 or $5.68 per share.
The excess of the fair value of the Founder Shares sold over the purchase price of $4,150 (or $0.005 per share) was determined
to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering costs were allocated to
the separable financial instruments issued in the Initial Public Offering in proportion to the amount allocated to the Class A
common stock and Public Warrants, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities
were expensed immediately in the statement of operations. Offering costs allocated to the Public Shares were charged to temporary
equity upon the completion of the Initial Public Offering.
Promissory
Note - Related Party
On
March 4, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to
which the Company could borrow up to an aggregate of $300,000 to cover expenses related to the Initial Public Offering. The Promissory
Note was non-interest bearing and was payable on the earlier of (i) August 30, 2021 or (ii) the consummation of the Initial Public
Offering. As of June 30, 2023 and December 31, 2022, there was no outstanding balance under the Promissory Note. The outstanding
balance under the Promissory Note was repaid at the closing of the Initial Public Offering on July 30, 2021.
On
October 11, 2022, the Company issued an unsecured Second Promissory Note (the “Second Promissory Note”) to the Sponsor,
pursuant to which the Company could borrow up to $1,000,000 from the Second Promissory Note at a 6% interest rate on or before
October 11, 2024 to cover, among other things, expenses related to a business combination. On October 11, 2022, the Company borrowed
$200,000 under the Second Promissory Note. Between December 21, 2022 and December 27, 2022 the Company borrowed a total of $760,000
under the Second Promissory Note bringing the total drawdowns to $960,000 as of June 30, 2023, and December 31, 2022.
SEP
ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2023
(UNAUDITED)
Administrative
Support Agreement
The
Company entered into an agreement to pay the Sponsor a total of $10,000 per month for administrative, financial and support services.
Upon the completion of an initial Business Combination, the Company will cease paying these monthly fees. As of July 1, 2022,
the administrative support agreement was terminated and no further expense was incurred. For the three and six months ended June
30, 2023, the Company incurred expenses $0 and $0, respectively under this agreement. For the three and six months ended June
30, 2022, the Company incurred expenses $30,000 and $60,000, respectively under this agreement and is included within formation
and operating costs on the accompanying unaudited condensed statement of operations.
Related
Party 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 additional 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 held in 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 is not completed,
the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working
Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital
Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion,
up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants
would be identical to the Private Placement Warrants. As of June 30, 2023, and December 31, 2022, there were no working capital
loans outstanding.
SEP
ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2023
(UNAUDITED)
NOTE
6. COMMITMENTS AND CONTINGENCIES
Registration
and Stockholder Rights Agreement
Pursuant
to a registration rights agreement entered into on July 27, 2021, the holders of the Founder Shares, Private Placement Warrants
and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise
of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder
Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder
Shares, only after conversion into shares of Class A common stock). The holders of these securities are 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 the completion
of an initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415
under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting
Agreement
The
Company had granted the underwriter in the Initial Public Offering a 45-day option to purchase up to 2,625,000 additional Units
to cover over-allotments, if any. On August 20, 2021, the underwriter partially exercised the over-allotment option and purchased
an additional 541,500 Units (the “Over-Allotment Units”), generating gross proceeds of $5,415,000, and incurred $108,300
in cash underwriting fees and $189,525 that will be payable to the underwriter for deferred underwriting commissions.
The
underwriter was paid a cash underwriting discount of $0.20
per Unit, or $3,608,300
in the aggregate, upon the closing of the Initial Public Offering and partial exercise of the over-allotment option. In
addition, $0.35
per unit, or $6,314,525
in the aggregate will be payable to the underwriter for deferred underwriting commissions. On June 30, 2023, the underwriter
agreed to waive its rights to its portion of the fee payable by the Company for deferred underwriting commissions, with
respect to any potential business combination of the Company. Of the total $6,314,525
waived fee, $6,014,585
was recorded as accumulated deficit and $299,940
was recorded as a gain on the waiver of deferred underwriting commissions by underwriter in the unaudited condensed
statements of operations, following a manner consistent with the original allocation of the deferred underwriting fees. The
underwriting fees included in total offering costs at the time of the Initial Public Offering were allocated to the separable
financial instruments issued in the Initial Public Offering in proportion to the amount allocated to the Class A common stock
and Public Warrants, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities were
expensed immediately. Offering costs allocated to the Public Shares were charged to temporary
equity upon the completion of the Initial Public Offering. The Company incurred offering costs amounting to $15,401,418
as a result of the Initial Public Offering (consisting of $3,608,300
of underwriting fees, $6,314,525
of deferred underwriting fees, $764,193
of other offering costs, and $4,714,400
of the excess fair value of the Founder Shares sold over the purchase price of $4,150).
Offering costs recorded to equity amounted to $14,638,901
and offering costs that were expensed amounted to $762,517. The transaction costs were allocated based on the relative fair
value basis, compared to the total offering proceeds, between the fair value of the warrant liabilities and the Class A
common stock.
SEP
ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2023
(UNAUDITED)
NOTE
7. WARRANTS
Public
Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants.
The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b)
one year from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a
Business Combination or earlier upon redemption or liquidation.
The
Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have
no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares
of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the
Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated
to issue a share of Class A common stock upon exercise of a warrant unless the shares of Class A common stock issuable upon such
warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of
the registered holder of the warrants.
The
Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of an
initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement
for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants.
The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness
of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants
in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common
stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of an initial
Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period
when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s
shares of Class A common stock 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, the Company will not be required
to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its
commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is
not available.
Redemption
of warrants when the price per Class A common stock equals or exceeds $18.00 — Once the warrants become exercisable,
the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants):
| ● | in
whole and not in part; |
| ● | at
a price of $0.01 per warrant; |
| ● | upon
not less than 30 days’ prior written notice of redemption to each warrant holder;
and |
| ● | if,
and only if, the last reported sale price of the Class A common stock 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 for share sub-divisions,
share dividends, rights issuances, reorganizations, recapitalizations and the like). |
SEP
ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2023
(UNAUDITED)
If
and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable
to register or qualify the underlying securities for sale under all applicable state securities laws. However, the Company will
not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of Class A common
stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common
stock is available throughout the 30-day redemption period.
Redemption
of warrants when the price per Class A common stock equals or exceeds $10.00 — Once the warrants become exercisable,
the Company may redeem the outstanding warrants:
| ● | in
whole and not in part; |
| ● | at
$0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption;
provided that holders will be able to exercise their warrants on a cashless basis prior
to redemption and receive that number of shares based on the redemption date and the
fair market value of the Company’s Class A common stock; |
| ● | if,
and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for
share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations
and the like); and |
| ● | if
the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions,
share dividends, rights issuances, reorganizations, recapitalizations and the like),
the Private Placement Warrants must also be concurrently called for redemption on the
same terms as the outstanding Public Warrants, as described above. |
The
fair market value of the Company’s Class A common stock shall mean the volume weighted average price of the Class A common
stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants.
The Company will provide its warrant holders with the final fair market value no later than one business day after the 10-trading
day period described above ends. In no event will the warrants be exercisable on a cashless basis in connection with this redemption
feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment).
In
addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising
purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less
than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by
the Company’s board of directors and, in the case of any such issuance to the Sponsors 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 an initial Business Combination on the date of the completion of an initial
Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the shares of Class A common stock
during the 20 trading day period starting on the trading day prior to the day on which the Company completes an initial Business
Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be
adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00
and $18.00 per share redemption trigger prices described adjacent to “Redemption of warrants when the price per share of
Class A common stock equals or exceeds $10.00” and “Redemption of warrants when the price per share of Class A common
stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the
Market Value and the Newly Issued Price, respectively.
SEP
ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2023
(UNAUDITED)
The
Private Placement Warrants will be identical to the Public Warrants, except that the Private Placement Warrants and the shares
of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable
until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private
Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers
or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their
permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the
same basis as the Public Warrants.
As
of June 30, 2023 and December 31, 2022, there were 9,020,750 Public Warrants and 8,012,450 Private Placement Warrants outstanding.
The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in Derivatives
and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). Such guidance provides that because the warrants do
not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.
The
accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities
at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from
the issuance of the Units equal to its fair value. The warrant liabilities are subject to re-measurement at each balance sheet
date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value
recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet
date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date
of the event that causes the reclassification.
NOTE
8. STOCKHOLDERS’ DEFICIT
Preferred
stock — The Company is authorized to issue 1,000,000 preferred stock with a par value of $0.0001 per share with
such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board
of directors. As of June 30, 2023 and December 31, 2022, there were no preferred shares issued or outstanding.
Class
A common stock — The Company is authorized to issue 150,000,000 shares of Class A common stock with a par value
of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of June 30, 2023 and December
31, 2022, there were no shares of Class A common stock issued and outstanding, excluding 1,304,259 Class A common stock subject
to possible redemption. In connection with the Extension Amendment holders of 16,737,241 shares of the Company’s Class A
common stock elected to redeem their shares at a per share redemption price of approximately $10.18, following the redemptions,
the Company had 1,304,259 shares of the Company’s Class A Common Stock outstanding.
Class
B common stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of
$0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. On March 4, 2021, the Sponsor paid
an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 5,031,250 Class B common
stock. The underwriter partially exercised their over-allotment option on August 20, 2021 and forfeited the remainder of the option;
thus, 520,875 shares of Class B common stock were forfeited by the Sponsor. As of June 30, 2023 and December 31, 2022, there were
4,510,375 shares of Class B common stock issued and outstanding.
SEP
ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2023
(UNAUDITED)
Only
holders of Class B common stock will have the right to elect all of the Company’s directors prior to the consummation of
an initial Business Combination.
The
shares of Class B common stock will automatically convert into shares of Class A common stock at the time of an initial Business
Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked
securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing
of an initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common
stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such
anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common
stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20%
of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus all shares of
Class A common stock and equity-linked securities issued or deemed issued in connection with an initial Business Combination (net
of the number of shares of Class A common stock redeemed in connection with an initial Business Combination), excluding any shares
or equity-linked securities issued, or to be issued, to any seller in an initial Business Combination and any warrants issued
upon the conversion of Working Capital Loans made to the Company.
NOTE
9. INCOME TAX
In
assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or
all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation
of future taxable income during the periods in which temporary differences representing future deductible amounts become deductible.
Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies
in making this assessment. After consideration of all the information available, management believes that significant uncertainty
exists with respect to future realization of the deferred tax assets and has therefore maintained a full valuation allowance.
At June 30, 2023 and 2022, the valuation allowance was $399,855 and $48,598, respectively.
The
Company’s effective tax rate from continuing operations was 0.0% and 0.0% for the three and six months ended June 30, 2023,
respectively. The Company’s effective tax rate from continuing operations was 0.0% and 0.0% for the three and six months
ended June 30, 2022, respectively. The Company’s effective tax rate differs from the statutory income tax rate of 21% primarily
due to the change in fair value of warrant liabilities which are not recognized for tax purposes and the need for a valuation
allowance against deferred tax assets.
The
Company files income tax returns in the U.S. federal jurisdiction which remain open and subject to examination.
NOTE
10. FAIR VALUE MEASUREMENTS
The
Warrants are measured at fair value on a recurring basis. Upon initial measurement as of July 30, 2021, we utilized a binomial/lattice
model to value the public warrants and private placement warrants. The estimated fair value of the Public Warrants transferred
from a Level 3 measurement to a Level 1 fair value measurement in September 2021 after the Public Warrants were separately listed
and traded. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair
value measurement in September 2021 due to the use of an observable market quote for a similar asset in an active market. As of
June 30, 2023 and December 31, 2022, since both Public Warrants and Private Placement Warrants are subject to the certain make-whole
provisions, Private Placement Warrants will have the same value as the Public Warrants and the public trading price is used.
SEP
ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2023
(UNAUDITED)
Schedule
of assets and liabilities measured at fair value on recurring basis:
Description | |
Amount at Fair Value | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
June 30, 2023 (Unaudited) | |
| | | |
| | | |
| | | |
| | |
Assets | |
| | | |
| | | |
| | | |
| | |
Investments held in Trust Account: | |
| | | |
| | | |
| | | |
| | |
U.S. government treasury obligations | |
$ | 13,634,402 | | |
$ | 13,634,402 | | |
$ | — | | |
$ | — | |
Investments held in Brokerage Account | |
| | | |
| | | |
| | | |
| | |
U.S. government treasury obligations | |
$ | 810,827 | | |
$ | 810,827 | | |
$ | — | | |
$ | — | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Warrant liability – Public Warrants | |
$ | 360,830 | | |
$ | 360,830 | | |
$ | — | | |
$ | — | |
Warrant liability – Private Placement Warrants | |
$ | 320,498 | | |
$ | — | | |
$ | 320,498 | | |
$ | — | |
Description | |
Amount at Fair Value | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
December 31, 2022 | |
| | | |
| | | |
| | | |
| | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Warrant liability – Public Warrants | |
$ | 451,038 | | |
$ | 451,038 | | |
$ | — | | |
$ | — | |
Warrant liability – Private Placement Warrants | |
$ | 400,623 | | |
$ | — | | |
$ | 400,623 | | |
$ | — | |
In
connection with the Extension Proposal (Note 1), the Company was required to permit public stockholders to redeem their shares
of the Company’s Class A Common Stock. Prior the redemption of shares the fair value amount of Investments held in Trust
Account was $185,001,686, of which $161,957,835 was redeemed by shareholders and $575,087 was transferred to the Company’s
operating bank account for payment of taxes.
As
of June 30, 2023 and December 31, 2022, since both Public Warrants and Private Placement Warrants are subject to the certain make-whole
provisions, Private Placement Warrants will have the same value as the Public Warrants and the public trading price is used. Transfers
to/from Levels 1, 2 and 3 are recognized at the end of the reporting period.
The
Company recognized a gain in connection with changes in the fair value of warrant liabilities of $0
and $170,333
within the statement of operations for the three and six months ended June 30, 2023, respectively. The Company recognized
gains in connection with changes in the fair value of warrant liabilities of $2,554,981
and $4,428,632
within the unaudited condensed statements of operations for the three and six months ended June 30, 2022, respectively. The
gain on the change in fair value of warrant liabilities was due in large part to the decrease in the public traded price of
the Public Warrants.
SEP
ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2023
(UNAUDITED)
NOTE
11. SUBSEQUENT EVENTS
The Company evaluated subsequent events
and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were
issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have
required adjustment or disclosure in the unaudited condensed financial statements.
Directors and Officers (“D&O“) Insurance
Financing Agreement
On August 2, 2023, the Company entered into a Premium Finance Security Agreement with First Insurance
Funding. Per the terms of the agreement, the Company agreed to finance its D&O insurance premium with a financing charge of $6,886. The total amount due of $254,180
will be paid in 10 monthly installments, with the first installment due August 28, 2023.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
References
in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to
SEP Acquisition Corp. (the “Company”) formerly known as Mercury Ecommerce Acquisition Corp. References to our “management”
or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to
Mercury Sponsor Group I LLC. The following discussion and analysis of the Company’s financial condition and results of operations
should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this
Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements
that involve risks and uncertainties.
Special
Note Regarding Forward-Looking Statements
This
Quarterly Report includes “forward-looking statements” that are not historical facts and involve risks and uncertainties
that could cause actual results to differ materially from those expected and projected. All statements, other than statements
of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position,
business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such
as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek”
and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking
statements relate to future events or future performance, but reflect management’s current beliefs, based on information
currently available. A number of factors could cause actual events, performance or results to differ materially from the events,
performance and results discussed in the forward-looking statements. For information identifying important factors that could
cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors
section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the U.S. Securities
and Exchange Commission (the “SEC”) on March 31, 2023, as well as the Company’s other filings with the SEC from
time to time. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.
Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise
any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We
are a blank check company incorporated on March 1, 2021 as a Delaware corporation and formed for the purpose of effectuating a
merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or
more businesses, which we refer to throughout this Quarterly Report as our “initial business combination”. On December
20, 2022, the Company changed its name from Mercury Ecommerce Acquisition Corp. to SEP Acquisition Corp. We intend to effectuate
our initial business combination using cash from the proceeds of our initial public offering and the private placement of the
private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant
to forward purchase agreements or backstop agreements we may enter into), shares issued to the owners of the target, debt issued
to bank or other lenders or the owners of the target, or a combination of the foregoing.
Recent
Developments
On
December 20, 2022, the Company held a special meeting of stockholders where the Company’s stockholders approved the Extension
Amendment, extending the date by which the Company must consummate a business combination from January 30, 2023 (or July 30, 2023,
if the Company had executed a definitive agreement for a business combination by January 30, 2023) to July 30, 2024 (the “Extension
Proposal”). In connection with the Extension Proposal, the Company was required to permit public stockholders
to redeem their shares of the Company’s Class A Common Stock. Of the 18,041,500 shares of the company’s Class A common
stock outstanding, the holders of 16,737,241 shares of the Company’s Class A common stock elected to redeem their shares
at a per share redemption price of approximately $10.22. As a result, the Company transferred cash in the amount of $185,001,686
to the Trustee, of which $171,094,003 was designated to pay such holders who had elected to redeem their shares in connection
with the Extension Proposal. As of December 31, 2022, $161,957,835 had been paid to the redeeming stockholders and $22,468,765
remained in restricted cash, $9,136,168 of which was paid subsequent to December 31, 2022 to such holders who elected to redeem
their shares. Following the redemptions, the Company had 1,304,259 shares of the Company’s Class A Common Stock outstanding
and $13,332,597 remained in the Trust Account.
On June 30, 2023, the underwriter agreed
to waive its rights to its portion of the fee payable by the Company for deferred underwriting commissions, with respect to any
potential business combination of the Company. Of the total $6,314,525 waived fee, $6,014,585 was recorded as accumulated deficit
and $299,940 was recorded as a gain on the waiver of deferred underwriting commissions by underwriter in the unaudited condensed
statements of operations, following a manner consistent with the original allocation of the deferred underwriting fees. The underwriting
fees included in total offering costs at the time of the Initial Public Offering were allocated to the separable financial instruments
issued in the Initial Public Offering in proportion to the amount allocated to the Class A common stock and Public Warrants, compared
to total proceeds received. Offering costs allocated to derivative warrant liabilities were expensed immediately. Offering costs
allocated to the Public Shares were charged to temporary equity upon the completion of the Initial Public Offering. The Company
incurred offering costs amounting to $15,401,418 as a result of the Initial Public Offering (consisting of $3,608,300 of underwriting
fees, $6,314,525 of deferred underwriting fees, $764,193 of other offering costs, and $4,714,400 of the excess fair value of the
Founder Shares sold over the purchase price of $4,150). Offering costs recorded to equity amounted to $14,638,901 and offering costs
that were expensed amounted to $762,517. The transaction costs were allocated based on the relative fair value basis, compared
to the total offering proceeds, between the fair value of the warrant liabilities and the Class A common stock.
Results
of Operations
We
have neither engaged in any operations nor generated any revenues to date. Our only activities for the three and six months ended
June 30, 2023 and for the three and six months ended June 30, 2022 were organizational activities, those necessary to prepare
for our initial public offering, described below and activities related to searching for a potential business combination. We
do not expect to generate any operating revenues until after the completion of our initial business combination. We generate non-operating
income in the form of interest income on cash and cash equivalents held after our initial public offering. We incur expenses as
a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as due diligence
expenses.
For
the three months ended June 30, 2023, we had net income of $199,685, which resulted from a gain on waiver of deferred underwriting
commissions by underwriter of $299,940, unrealized gains on investments held in the Trust Account of $160,482, and earnings on
trading securities of $9,066, partially offset by formation and operating costs of $214,403, franchise tax expense of $41,039,
and accrued interest expense on promissory note due to related party of $14,361.
For the six months ended June
30, 2023, we had net income of $208,852, which resulted from gains on the change in fair value of warrant liabilities of $170,333,
a gain on waiver of deferred underwriting commissions by underwriter of $299,940, unrealized gains on investments held in the
Trust Account of $301,805, and earnings on trading securities of $10,827, partially offset by formation and operating costs of
$461,151, franchise tax expense of $84,339, and interest expense on promissory note due to related party of $28,563. The gains
on the change in fair value of warrant liabilities was due in large part to the decrease in the publicly traded price of the public
warrants.
For
the three months ended June 30, 2022, we had net income of $2,525,557, which resulted from gains on the change in fair value of
warrant liabilities of $2,554,981, unrealized gains on investments held in the Trust Account of $138,413 and realized gains on
investments held in the Trust Account of $92,185, partially offset by formation and operating costs of $210,022 and franchise
tax expense of $50,000. The gain on the change in fair value of warrant liabilities was due in large part to the decrease in the
publicly traded price of the public warrants.
For
the six months ended June 30, 2022, we had net income of $4,197,211, which resulted from gains on the change in fair value of
warrant liabilities of $4,428,632, unrealized gains on investments held in the Trust Account of $191,476 and realized gains on
investments held in the Trust Account of $110,613, partially offset by formation and operating costs of $432,912 and franchise
tax expense of $100,598. The gain on the change in fair value of warrant liabilities was due in large part to the decrease in
the publicly traded price of the public warrants.
Going
Concern, Liquidity, and Capital Resources
On
July 30, 2021, we consummated our initial public offering of 17,500,000 units generating gross proceeds to the Company of $175,000,000.
Simultaneously with the consummation of the initial public offering, we completed the private sale of 7,850,000 warrants to the
Sponsor at a purchase price of $1.00 per warrant (the “private placement warrants”), generating gross proceeds of
$7,850,000. The proceeds from the sale of the private placement warrants were added to the net proceeds from our initial public
offering held in a Trust Account (the “Trust Account”). If we do not complete an initial business combination within
36 months from the closing of our initial public offering (July 30, 2024), we will cease all operations except for the purpose
of winding up, the proceeds from the sale of the private placement warrants will be used to fund the redemption of the public
shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless.
We
had granted the underwriter in our initial public offering a 45-day option to purchase up to 2,625,000 additional units to
cover over-allotments, if any. On August 20, 2021, the underwriter partially exercised the over-allotment option and
purchased an additional 541,500 units, generating gross proceeds of $5,415,000, and incurred $108,300 in cash underwriting
fees and $189,525 that will be payable to the underwriter for deferred underwriting commissions. Simultaneously with the
underwriter partially exercising the over-allotment option, our sponsor purchased an additional 162,450 private placement
warrants (the “over-allotment private placement warrants”) at a price of $1.00 per over-allotment private
placement warrant ($162,450 in the aggregate). On June 30, 2023, the underwriter agreed to waive its rights to its portion of
the fee payable by the Company for deferred underwriting commissions, with respect to any potential business combination of
the Company. Of the total $6,314,525 waived fee, $6,014,585 was recorded as accumulated deficit and $299,940 was recorded as
a gain on the waiver of deferred underwriting commissions by underwriter in the unaudited condensed statements of operations,
following a manner consistent with the original allocation of the deferred underwriting fees.
For the six months ended June 30, 2023, net cash used in operating activities was $494,434, which was
due to our net income of $208,852 as adjusted for the unrealized gain from warrant liabilities of $170,333, a gain on waiver of
deferred underwriting commissions by underwriter of $299,940, unrealized gain on investments held in Trust Account of $301,805,
accrued interest expense on promissory note - related party of $28,563 and changes in working capital of $40,229.
For
the six months ended June 30, 2022, net cash used in operating activities was $578,285, which was due to net income of $4,197,211
as adjusted for the unrealized gain from warrant liabilities of $4,428,632, unrealized gain on investments held in Trust Account
of $191,476, realized gain on investments held in Trust Account of $110,613, and changes in working capital of $44,775.
For the six months ended June 30, 2023,
net cash used in investing activities was $13,332,597, which was solely a result of purchases of U.S. government treasury obligations
of $26,811,597, partially offset by proceeds from redemption of U.S. government treasury obligations of $13,479,000.
For
the six months ended June 30, 2022, net cash used in investing activities was $0, which was due to the proceeds from the redemption
of U.S. government treasury obligations of $182,345,000, fully offset by the purchase of U.S. government treasury obligations
of $182,345,000.
For
the six months ended June 30, 2023, net cash used by financing activities was $9,136,168, which was solely a result of payments
made to redeeming stockholders.
There
were no cash flows from financing activities for the six months ended June 30, 2022.
As
of June 30, 2023 and December 31, 2022, we had cash and cash equivalents of $849,375 and $1,343,809, held outside the Trust Account,
respectively, and a working capital deficit of $648,483 and $9,221,425, respectively. On October 11, 2022, the Company issued
an unsecured promissory note to the Sponsor, pursuant to which the Company could borrow up to $1,000,000 on or before October
11, 2024 at a 6% interest rate to cover, among other things, expenses related to a business combination. On October 11, 2022,
the Company borrowed $200,000 under the promissory note. On December 21, 2022 and December 27, 2022 the Company borrowed an aggregate
of $760,000 under the promissory note bringing the total drawdowns to $960,000 as of June 30, 2023.
The
Company anticipates that the cash held outside of the Trust Account as of June 30, 2023 will not be sufficient to allow the Company
to operate for at least the next 12 months from the issuance of the unaudited condensed financial statements, assuming that a
Business Combination is not consummated during that time. Over this time period, the Company will be using the funds held outside
of the Trust Account for paying existing accounts payable and accrued liabilities, identifying and evaluating prospective initial
Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting
the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. These conditions
raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year
after the date that the unaudited condensed financial statements are issued. Management plans to address this uncertainty through
the Business Combination as discussed above. In addition, 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 additional funds as may be required under the Working Capital
Loans (as defined in Note 5 to the unaudited condensed financial statements). There is no assurance that the Company’s plans
to consummate the Business Combination will be successful or successful within the Combination Period or that the Sponsor or an
affiliate of the Sponsor, or certain of the Company’s officers and directors will loan the Company funds as may be required
under the Working Capital Loans.
As
a result of the above, in connection with the Company’s assessment of going concern, management has determined that the
conditions described above raise substantial doubt about the Company’s ability to continue as a going concern through approximately
one year from the date the unaudited condensed financial statements are issued. The unaudited condensed financial statements do
not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might
be necessary should the Company be unable to continue as a going concern.
Banking
Arrangements
On
March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation,
which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. On March 10, 2023, the Company announced
that it held all of its operating cash deposits with SVB in the amount of $1,343,809. None of the Company’s Trust Account
deposits are held at SVB. Following the joint announcement issued by the Department of the Treasury, Federal Reserve, and FDIC
on March 12, 2023, whereby the FDIC will complete its resolution of the receivership of SVB in a manner that fully protects all
depositors, the Company has access to all of its operating funds. On March 27, 2023, SVB was acquired by First Citizens Bank and
the Company’s deposits continue to be FDIC insured up to the FDIC limit.
Contractual
Obligations
Underwriting
Agreement
We
granted the underwriter a 45-day option to purchase up to 2,625,000 additional units to cover over-allotments at our initial public
offering price, less the underwriting discounts and commissions. On August 20, 2021, the underwriter partially exercised the over-allotment
option to purchase an additional 541,500 units at an offering price of $10.00 per unit for an aggregate purchase price of $5,415,000.
The underwriter was paid a cash
underwriting discount of $0.20 per unit, or $3,608,300 in the aggregate, upon the closing of our initial public offering and
partial exercise of the over-allotment option. In addition, $0.35 per unit, or $6,314,525 in the aggregate will be payable to
the underwriter for deferred underwriting commissions. On June 30, 2023, the underwriter agreed to waive its rights to its
portion of the fee payable by the Company for deferred underwriting commissions, with respect to any potential business
combination of the Company. Of the total $6,314,525 waived fee, $6,014,585 was recorded as accumulated deficit and $299,940
was recorded as a gain on the waiver of deferred underwriting commissions by underwriter in the unaudited condensed
statements of operations, following a manner consistent with the original allocation of the deferred underwriting fees. The
underwriting fees included in total offering costs at the time of the Initial Public Offering were allocated to the separable
financial instruments issued in the Initial Public Offering in proportion to the amount allocated to the Class A common stock
and Public Warrants, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities were
expensed immediately. Offering costs allocated to the Public Shares were charged to temporary equity upon the completion of
the Initial Public Offering. The Company incurred offering costs amounting to $15,401,418 as a result of the Initial Public
Offering (consisting of $3,608,300 of underwriting fees, $6,314,525 of deferred underwriting fees, $764,193 of other offering
costs, and $4,714,400 of the excess fair value of the Founder Shares sold over the purchase price of $4,150). Offering costs
recorded to equity amounted to $14,638,901 and offering costs that were expensed amounted to $762,517. The transaction costs
were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the
warrant liabilities and the Class A common stock.
Critical
Accounting Policies
The
preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements,
and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified
the following critical accounting policies.
Warrant
Liabilities
We
account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s
specific terms and applicable authoritative guidance in Accounting Standards Codification 480, Distinguishing Liabilities from
Equity (“ASC 480”) and Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”).
The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition
of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC
815, including whether the warrants are indexed to our own common stock, among other conditions for equity classification. This
assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent
quarterly period end date while the warrants are outstanding.
Recent
Accounting Pronouncements
The
Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently
adopted, would have a material effect on the accompanying unaudited condensed financial statements.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
This
item is not applicable as we are a smaller reporting company.
ITEM
4. CONTROLS AND PROCEDURES.
Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in
our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Evaluation
of Disclosure Controls and Procedures
As
required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out
an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon their evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective
as of June 30, 2023, due to material weaknesses (discussed below) in our internal control over financial reporting.
As
of December 31, 2022, a material weakness existed related to the fact that we have not yet designed and maintained effective internal
controls related to accounting for complex financial instruments. This material weakness continues to exist as of June 30, 2023.
In addition, a material weakness related to the proper classification of purchases of trading securities by the Company in its
cash flow statement was identified during the quarter ended March 31, 2023 and continues to exist as of June 30, 2023.
In
light of these material weaknesses, we performed additional analysis as deemed necessary to ensure that our unaudited condensed
financial statements were prepared in accordance with U.S. generally accepted accounting principles. Management has enhanced our
processes to identify and appropriately apply applicable accounting requirements to better evaluate and apply complex accounting
guidance. Our updated processes include providing enhanced access to accounting literature, research materials and documents and
increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications.
In addition, Management has enhanced our processes to correctly interpret and classify cash flow activity for unaudited condensed
financial statement purposes. Our updated processes include enhanced access to accounting literature, research materials and documents
and increased communication among our personnel and third-party professionals with whom we consult regarding complex cash flow
classification. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these
initiatives will ultimately have the intended effects.
Management
has concluded that our unaudited condensed financial statements included in this Report are fairly stated in all material respects
in accordance with GAAP for each of the periods presented therein.
Changes
in Internal Control Over Financial Reporting
Other
than the implementation of the remediation activities discussed above regarding the material weaknesses, during the most recently
completed fiscal quarter, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
PART
II - OTHER INFORMATION
ITEM 1. |
LEGAL PROCEEDINGS |
None.
Factors
that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in
our 2022 Annual Report on Form 10-K filed with the SEC on March 31, 2023. Any of these factors could result in a significant or material
adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that
we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there
have been no material changes to the risk factors disclosed in our 2022 Annual Report on Form 10-K filed with the SEC on March 31,
2023.
Our
results of operations and our ability to complete an initial business combination may be adversely affected by various factors
that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business
could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices,
inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, and geopolitical
instability, such as the military conflict in Ukraine. We cannot at this time fully predict the likelihood of one or more of the
above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete
initial business combination.
ITEM 2. |
UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None.
ITEM 3. |
DEFAULTS UPON
SENIOR SECURITIES |
None.
ITEM 4. |
MINE SAFETY DISCLOSURES |
Not
applicable.
ITEM 5. |
OTHER INFORMATION |
None.
The
following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
3.1 |
|
Amended and Restated Certificate
of Incorporation (Incorporated by reference to Exhibit 3.1 to Mercury Ecommerce Acquisition Corp.’s Current Report on
Form 8-K (File No. 001-40679) filed on August 2, 2021) |
3.2 |
|
Certificate of Amendment to the Amended and
Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to SEP Acquisition Corp.’s Current Report
on Form 8-K (File No. 001-40679) filed on December 21, 2022) |
3.3 |
|
Certificate of Amendment to the Amended and
Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.2 to SEP Acquisition Corp.’s Current Report
on Form 8-K (File No. 001-40679) filed on December 21, 2022) |
3.4 |
|
Bylaws (incorporated by reference to Exhibit
3.3 to Mercury Ecommerce Acquisition Corp.’s Registration Statement on Form S-1, filed on March 25, 2021 (File No. 333-254726)) |
3.5 |
|
First Amendment to the Bylaws (Incorporated
by reference to Exhibit 3.3 to SEP Acquisition Corp.’s Current Report on Form 8-K (File No. 001-40679) filed on December
21, 2022) |
31.1* |
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2* |
|
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1** |
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.2** |
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101.INS* |
|
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101.CAL* |
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101.SCH* |
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101.DEF* |
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB* |
|
XBRL Taxonomy Extension Labels Linkbase Document |
101.PRE* |
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XBRL Taxonomy Extension Presentation Linkbase
Document |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
|
SEP Acquisition Corp. |
|
|
|
Date: August 14, 2023 |
By: |
/s/ Andrew
White |
|
|
Name: Andrew
White |
|
|
Title: Chief
Executive Officer |
|
SEP Acquisition Corp. |
|
|
|
Date: August 14, 2023 |
By: |
/s/ Winston
Gilpin |
|
|
Name: Winston
Gilpin |
|
|
Title: Chief
Financial Officer |
Exhibit
31.1
CERTIFICATION
OF CHIEF EXECUTIVE OFFICER
PURSUANT
TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS
ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I,
R. Andrew White, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of SEP Acquisition Corp.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under 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; and
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date:
August 14, 2023 |
|
|
|
By: |
/s/
R. Andrew White |
|
|
R.
Andrew White |
|
|
President
and Chief Executive Officer |
|
|
(Principal
Executive Officer) |
Exhibit
31.2
CERTIFICATION
OF CHIEF FINANCIAL OFFICER
PURSUANT
TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS
ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I,
Winston Gilpin, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of SEP Acquisition Corp.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under 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; and
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date:
August 14, 2023 |
By: |
/s/
Winston Gilpin |
|
|
Winston
Gilpin |
|
|
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 SEP Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period
ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, R. Andrew White, President
and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley
Act of 2002, that:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
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 14, 2023 |
|
|
|
By: |
/s/
R. Andrew White |
|
|
R.
Andrew White |
|
|
President
and 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 SEP Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period
ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Winston Gilpin, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of
2002, that:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
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 14, 2023 |
|
|
|
By: |
/s/
Winston Gilpin |
|
|
Winston
Gilpin |
|
|
Chief
Financial Officer |
|
|
(Principal
Financial and Accounting Officer) |
v3.23.2
Cover - shares
|
6 Months Ended |
|
Jun. 30, 2023 |
Aug. 14, 2023 |
Document Type |
10-Q
|
|
Amendment Flag |
false
|
|
Document Quarterly Report |
true
|
|
Document Transition Report |
false
|
|
Document Period End Date |
Jun. 30, 2023
|
|
Document Fiscal Period Focus |
Q2
|
|
Document Fiscal Year Focus |
2023
|
|
Current Fiscal Year End Date |
--12-31
|
|
Entity File Number |
001-40679
|
|
Entity Registrant Name |
SEP
ACQUISITION CORP.
|
|
Entity Central Index Key |
0001849902
|
|
Entity Tax Identification Number |
86-2365445
|
|
Entity Incorporation, State or Country Code |
DE
|
|
Entity Address, Address Line One |
3737
Buffalo Speedway
|
|
Entity Address, Address Line Two |
Suite 1750
|
|
Entity Address, City or Town |
Houston
|
|
Entity Address, State or Province |
TX
|
|
Entity Address, Postal Zip Code |
77098
|
|
City Area Code |
713
|
|
Local Phone Number |
715-6820
|
|
Entity Current Reporting Status |
Yes
|
|
Entity Interactive Data Current |
Yes
|
|
Entity Filer Category |
Non-accelerated Filer
|
|
Entity Small Business |
true
|
|
Entity Emerging Growth Company |
true
|
|
Elected Not To Use the Extended Transition Period |
false
|
|
Entity Shell Company |
true
|
|
Public Shares [Member] |
|
|
Title of 12(b) Security |
Units, each consisting
of one share of Class A common stock and one-half of one warrant
|
|
Trading Symbol |
SEPAU
|
|
Security Exchange Name |
NASDAQ
|
|
Common Class A [Member] |
|
|
Title of 12(b) Security |
Class A common stock,
par value $0.0001 per share
|
|
Trading Symbol |
SEPA
|
|
Security Exchange Name |
NASDAQ
|
|
Entity Common Stock, Shares Outstanding |
|
1,304,259
|
Redeemable Warrants [Member] |
|
|
Title of 12(b) Security |
Warrants, each whole
warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
|
|
Trading Symbol |
SEPAW
|
|
Security Exchange Name |
NASDAQ
|
|
Common Class B [Member] |
|
|
Entity Common Stock, Shares Outstanding |
|
4,510,375
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v3.23.2
CONDENSED BALANCE SHEETS (Unaudited) - USD ($)
|
Jun. 30, 2023 |
Dec. 31, 2022 |
Current assets: |
|
|
Cash and cash equivalents |
$ 849,375
|
$ 1,343,809
|
Prepaid expenses and other current assets |
56,126
|
165,398
|
Total current assets |
905,501
|
1,509,207
|
Investments held in Trust Account |
13,634,402
|
|
Restricted cash held with Trustee |
|
22,468,765
|
Total Assets |
14,539,903
|
23,977,972
|
Current liabilities: |
|
|
Accounts payable and accrued expenses |
56,398
|
62,676
|
Franchise tax payable |
|
62,765
|
Income tax payable |
506,603
|
506,603
|
Promissory note - related party |
960,000
|
960,000
|
Accrued interest on promissory note - related party |
30,983
|
2,420
|
Stockholder redemption payable |
|
9,136,168
|
Total current liabilities |
1,553,984
|
10,730,632
|
Warrant liabilities |
681,328
|
851,661
|
Deferred underwriting fee payable |
|
6,314,525
|
Total Liabilities |
2,235,312
|
17,896,818
|
Class A common stock, $0.0001 par value, subject to possible redemption; 1,304,259 shares at redemption value at June 30, 2023 and December 31, 2022 |
13,634,402
|
13,332,597
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding |
|
|
Additional paid-in capital |
|
|
Accumulated deficit |
(1,330,262)
|
(7,251,894)
|
Total Stockholders’ Deficit |
(1,329,811)
|
(7,251,443)
|
TOTAL LIABILITIES, REDEEMABLE CLASS A COMMON STOCK AND STOCKHOLDERS’ DEFICIT |
14,539,903
|
23,977,972
|
Common Class A [Member] |
|
|
Current liabilities: |
|
|
Common Stock, Value, Issued |
|
|
Total Stockholders’ Deficit |
|
|
Common Class B [Member] |
|
|
Current liabilities: |
|
|
Common Stock, Value, Issued |
451
|
451
|
Total Stockholders’ Deficit |
$ 451
|
$ 451
|
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v3.23.2
CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares
|
Jun. 30, 2023 |
Dec. 31, 2022 |
Preferred stock, par value (in dollars per share) |
$ 0.0001
|
$ 0.0001
|
Preferred stock, shares authorized |
1,000,000
|
1,000,000
|
Preferred stock, shares issued |
0
|
0
|
Preferred stock, shares outstanding |
0
|
0
|
Common Class A [Member] |
|
|
Class A common stock, par value (in dollars per share) |
$ 0.0001
|
$ 0.0001
|
Class A common stock, shares subject to possible redemption |
1,304,259
|
1,304,259
|
Common stock, par value (in dollars per share) |
$ 0.0001
|
$ 0.0001
|
Common stock, shares authorized |
150,000,000
|
150,000,000
|
Common stock, shares outstanding |
0
|
0
|
Common stock, shares issued |
0
|
0
|
Common Class B [Member] |
|
|
Common stock, par value (in dollars per share) |
$ 0.0001
|
$ 0.0001
|
Common stock, shares authorized |
20,000,000
|
20,000,000
|
Common stock, shares outstanding |
4,510,375
|
4,510,375
|
Common stock, shares issued |
4,510,375
|
4,510,375
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.23.2
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)
|
3 Months Ended |
6 Months Ended |
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
Formation and operating costs |
$ 214,403
|
$ 210,022
|
$ 461,151
|
$ 432,912
|
Franchise tax |
41,039
|
50,000
|
84,339
|
100,598
|
Loss from operations |
(255,442)
|
(260,022)
|
(545,490)
|
(533,510)
|
Other income (expense) |
|
|
|
|
Interest expense on promissory note - related party |
(14,361)
|
|
(28,563)
|
|
Earnings on trading securities |
9,066
|
|
10,827
|
|
Realized gain on investments held in Trust Account |
|
92,185
|
|
110,613
|
Unrealized gain on investments held in Trust Account |
160,482
|
138,413
|
301,805
|
191,476
|
Unrealized gain from change in fair value of warrant liabilities |
|
2,554,981
|
170,333
|
4,428,632
|
Gain on waiver of deferred underwriting commissions by underwriter |
299,940
|
|
299,940
|
|
Total other income, net |
455,127
|
2,785,579
|
754,342
|
4,730,721
|
Net income |
199,685
|
2,525,557
|
$ 208,852
|
$ 4,197,211
|
Common Class A [Member] |
|
|
|
|
Other income (expense) |
|
|
|
|
Net income |
|
|
|
|
Weighted average shares outstanding |
1,304,259
|
18,041,500
|
1,304,259
|
18,041,500
|
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption |
$ (3.45)
|
$ 0.11
|
$ (3.36)
|
$ 0.19
|
Common Class B [Member] |
|
|
|
|
Other income (expense) |
|
|
|
|
Net income |
|
|
|
|
Weighted average shares outstanding |
4,510,375
|
4,510,375
|
4,510,375
|
4,510,375
|
Basic and diluted net income per share, Class B common stock |
$ 1.04
|
$ 0.10
|
$ 1.02
|
$ 0.17
|
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v3.23.2
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($)
|
Common Class A [Member] |
Common Class B [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Total |
Beginning balance, value at Dec. 31, 2021 |
|
$ 451
|
|
$ (12,786,739)
|
$ (12,786,288)
|
Beginning balance (in shares) at Dec. 31, 2021 |
|
4,510,375
|
|
|
|
Subsequent accretion of Class A common stock subject to redemption to redemption amount as of June 30, 2022 |
|
|
|
(71,491)
|
(71,491)
|
Net income |
|
|
|
1,671,654
|
1,671,654
|
Ending balance, value at Mar. 31, 2022 |
|
$ 451
|
|
(11,186,576)
|
(11,186,125)
|
Ending balance (in shares) at Mar. 31, 2022 |
|
4,510,375
|
|
|
|
Beginning balance, value at Dec. 31, 2021 |
|
$ 451
|
|
(12,786,739)
|
(12,786,288)
|
Beginning balance (in shares) at Dec. 31, 2021 |
|
4,510,375
|
|
|
|
Net income |
|
|
|
|
4,197,211
|
Ending balance, value at Jun. 30, 2022 |
|
$ 451
|
|
(8,891,617)
|
(8,891,166)
|
Ending balance (in shares) at Jun. 30, 2022 |
|
4,510,375
|
|
|
|
Beginning balance, value at Mar. 31, 2022 |
|
$ 451
|
|
(11,186,576)
|
(11,186,125)
|
Beginning balance (in shares) at Mar. 31, 2022 |
|
4,510,375
|
|
|
|
Subsequent accretion of Class A common stock subject to redemption to redemption amount as of June 30, 2022 |
|
|
|
(230,598)
|
(230,598)
|
Net income |
|
|
|
2,525,557
|
2,525,557
|
Ending balance, value at Jun. 30, 2022 |
|
$ 451
|
|
(8,891,617)
|
(8,891,166)
|
Ending balance (in shares) at Jun. 30, 2022 |
|
4,510,375
|
|
|
|
Beginning balance, value at Dec. 31, 2022 |
|
$ 451
|
|
(7,251,894)
|
(7,251,443)
|
Beginning balance (in shares) at Dec. 31, 2022 |
|
4,510,375
|
|
|
|
Subsequent accretion of Class A common stock subject to redemption to redemption amount as of June 30, 2022 |
|
|
|
(141,323)
|
(141,323)
|
Net income |
|
|
|
9,167
|
9,167
|
Ending balance, value at Mar. 31, 2023 |
|
$ 451
|
|
(7,384,050)
|
(7,383,599)
|
Ending balance (in shares) at Mar. 31, 2023 |
|
4,510,375
|
|
|
|
Beginning balance, value at Dec. 31, 2022 |
|
$ 451
|
|
(7,251,894)
|
(7,251,443)
|
Beginning balance (in shares) at Dec. 31, 2022 |
|
4,510,375
|
|
|
|
Net income |
|
|
|
|
208,852
|
Ending balance, value at Jun. 30, 2023 |
|
$ 451
|
|
(1,330,262)
|
(1,329,811)
|
Beginning balance, value at Mar. 31, 2023 |
|
$ 451
|
|
(7,384,050)
|
(7,383,599)
|
Beginning balance (in shares) at Mar. 31, 2023 |
|
4,510,375
|
|
|
|
Subsequent accretion of Class A common stock subject to redemption to redemption amount as of June 30, 2022 |
|
|
|
(160,482)
|
(160,482)
|
Net income |
|
|
|
199,685
|
199,685
|
Waiver of deferred underwriting commissions by underwriter (see Note 6) |
|
|
|
6,014,585
|
6,014,585
|
Ending balance, value at Jun. 30, 2023 |
|
$ 451
|
|
$ (1,330,262)
|
$ (1,329,811)
|
X |
- DefinitionThe element represents redeemable ordinary shares sub accretion to redemption value.
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v3.23.2
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)
|
6 Months Ended |
Jun. 30, 2023 |
Jun. 30, 2022 |
Cash Flows from Operating Activities: |
|
|
Net income |
$ 208,852
|
$ 4,197,211
|
Adjustments to reconcile net income to net cash used in operating activities: |
|
|
Realized gain on investments held in Trust Account |
|
(110,613)
|
Unrealized gain on investments held in Trust Account |
(301,805)
|
(191,476)
|
Accrued interest expense on promissory note - related party |
28,563
|
|
Unrealized gain from change in fair value of warrant liabilities |
(170,333)
|
(4,428,632)
|
Gain on waiver of deferred underwriting commissions by underwriter |
(299,940)
|
|
Changes in operating assets and liabilities: |
|
|
Prepaid expenses |
109,272
|
125,763
|
Accounts payable and accrued expenses |
(6,278)
|
(103,415)
|
Franchise tax payable |
(62,765)
|
(67,123)
|
Net cash used in operating activities |
(494,434)
|
(578,285)
|
Cash Flows from Investing Activities: |
|
|
Purchase of U.S. government treasury obligations |
(26,811,597)
|
(182,345,000)
|
Proceeds from redemption of U.S. government treasury obligations |
13,479,000
|
182,345,000
|
Net cash used in investing activities |
(13,332,597)
|
|
Cash Flows from Financing Activities: |
|
|
Payment to redeeming stockholders |
(9,136,168)
|
|
Net cash used in financing activities |
(9,136,168)
|
|
Net Change in Cash, Cash Equivalents and Restricted Cash |
(22,963,199)
|
(578,285)
|
Cash, Cash Equivalents and Restricted Cash- Beginning of period |
23,812,574
|
842,059
|
Cash, Cash Equivalents and Restricted Cash- End of period |
849,375
|
263,774
|
Non-cash investing and financing activities: |
|
|
Waiver of deferred underwriting commissions by underwriter (see Note 6) |
6,014,585
|
|
Subsequent accretion of Class A common stock subject to redemption to redemption amount as of June 30, 2023 and 2022 |
$ 301,805
|
$ 302,089
|
X |
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v3.23.2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY AND GOING CONCERN
|
6 Months Ended |
Jun. 30, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY AND GOING CONCERN |
NOTE
1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY AND GOING CONCERN
SEP
Acquisition Corp. (the “Company”) formerly known as Mercury Ecommerce Acquisition Corp. (name of the Company changed
on December 21, 2022), is a blank check company incorporated in Delaware on March 1, 2021. The Company was formed for the purpose
of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with
one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic
region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as
such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As
of June 30, 2023, the Company had not commenced any operations. All activity for the three and six months ended June 30, 2023
and for the three and six months ended June 30, 2022 relates to the Company’s formation and the initial public offering
(“Initial Public Offering”), which is described in Note 3, along with costs associated with the search for a target
to enter into the Business Combination with the Company. The Company will not generate any operating revenues until after the
completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of realized gains
from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The
registration statement for the Company’s Initial Public Offering was declared effective on July 27, 2021. On July 30, 2021,
the Company consummated the Initial Public Offering of 17,500,000 units (the “Units” and, with respect to the shares
of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds
of $175,000,000 which is described in Note 3.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 7,850,000 warrants (the “Private Placement
Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Mercury Sponsor Group I LLC (the
“Sponsor”), generating gross proceeds of $7,850,000, which is described in Note 4.
The
Company granted the underwriter in the Initial Public Offering a 45-day option to purchase up to 2,625,000 additional Units to
cover over-allotments, if any. On August 20, 2021, the underwriter partially exercised the over-allotment option and purchased
an additional 541,500 Units (the “Over-Allotment Units”), generating gross proceeds of $5,415,000, and incurred $108,300
in cash underwriting fees and $189,525 that will be payable to the underwriter for deferred underwriting commissions, which is
described in Note 3. On June 30, 2023, the underwriter agreed to waive its rights to its portion of the fee payable by the Company
for deferred underwriting commissions, which is described in Note 6.
Simultaneously
with the underwriter partially exercising the over-allotment option, the Sponsor purchased an additional 162,450 warrants (the
“Over-Allotment Private Placement Warrants”) at a price of $1.00 per Over-Allotment Private Placement Warrant ($162,450
in the aggregate), which is described in Note 4.
In
addition, the Sponsor agreed to forfeit up to 656,250 Founder Shares to the extent that the over-allotment option was not exercised
in full by the underwriter. The underwriter partially exercised its over-allotment option on August 20, 2021 and forfeited the
remainder of the option; thus, 520,875 Founder Shares were forfeited by the Sponsor, which is described in Note 5.
Transaction
costs amounted to $15,401,418 consisting of $3,608,300 of underwriting fees, $6,314,525 of deferred underwriting fees, $764,193
of other offering costs, and $4,714,400 of the excess fair value of the Founder Shares sold over the purchase price of $4,150
(see Note 5).
Following
the closing of the Initial Public Offering and partial exercise of the underwriter’s over-allotment option, a total of $182,219,150
from the net proceeds of the sale of the Units in the Initial Public Offering, the sale of the Private Placement Warrants, the
sale of the Over-Allotment Units, and the sale of the Over-Allotment Private Placement Warrants was placed in a Trust Account
(the “Trust Account”) and invested only in U.S. government treasury obligations with maturities of 185 days or less
or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct
U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution
of the funds held in the Trust Account, as described below.
The
Company will provide its stockholders 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 stockholder meeting called to approve the Business Combination or (ii)
by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or
conduct a tender offer will be made by the Company. The stockholders will be entitled to redeem their shares for a pro rata portion
of the amount held in the Trust Account (initially $10.10 per share), calculated as of two business days prior to the completion
of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released
to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with
respect to the Company’s warrants.
The
Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation
of such Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder
vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder
vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Amended
and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the Securities
and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination.
If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined
in Note 5) have agreed to vote their Founder Shares and any Public Shares purchased in or after the Initial Public Offering in
favor of approving a Business Combination and to waive their redemption rights with respect to any such shares in connection with
a stockholder vote to approve a Business Combination. Additionally, each public stockholder may elect to redeem its 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 stockholder approval of a Business Combination and it does not conduct redemptions pursuant
to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder 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
initial stockholders have agreed to waive (a) their redemption rights with respect to any Founder Shares and any Public Shares
held by them in connection with the completion of an initial Business Combination, (b) their redemption rights with respect to
any Founder Shares and Public Shares held by them in connection with a stockholder vote to approve an amendment to the Amended
and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide holders
of Class A common stock the right to have their shares redeemed or to provide for the redemption of Public Shares in connection
with an initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business
Combination within the Combination Period (as defined below), or with respect to any other material provision relating to stockholder
rights or pre-initial Business Combination activity and (c) their rights to liquidating distributions from the Trust Account with
respect to any Founder Shares held by them if the Company fails to complete an initial Business Combination within the Combination
Period (as defined below). However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering,
such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business
Combination within the Combination Period (as defined below).
The Company initially had 18 months, or 24 months if the Company had signed a definitive agreement with respect to an initial Business Combination within such 18-month period from the closing of the Initial Public Offering to complete a Business Combination. Following approval of the Extension Proposal (defined below), the Company has until July 30, 2024 to complete a Business Combination (the "Combination Period"). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations,
except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter,
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 (net of permitted withdrawals and up to $100,000 of interest to
pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish
public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any),
subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
the Company’s remaining stockholders and board of directors, dissolve and liquidate, subject in each case to the Company’s
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be
no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if
the Company fails to complete an initial Business Combination within the Combination Period.
On
December 20, 2022, the Company held a special meeting of stockholders where the Company’s stockholders approved the Extension
Amendment, extending the date by which the Company must consummate a business combination from January 30, 2023 (or July 30, 2023,
if the Company had executed a definitive agreement for a business combination by January 30, 2023) to July 30, 2024 (the “Extension
Proposal”). In connection with the Extension Proposal, the Company was required to permit public stockholders
to redeem their shares of the Company’s Class A Common Stock. Of the 18,041,500 shares of the Company’s Class A common
stock outstanding, the holders of 16,737,241 shares of the Company’s Class A common stock elected to redeem their shares
at a per share redemption price of approximately $10.22. As a result, the Company transferred cash in the amount of $185,001,686
to the Trustee, of which $171,094,003 was designated to pay such holders who had elected to redeem their shares in connection
with the Extension Proposal. As of December 31, 2022, $161,957,835 had been paid to the redeeming stockholders and $22,468,765
remained in restricted cash, $9,136,168 of which was paid subsequent to December 31, 2022 to such holders who elected to redeem
their shares. Following the redemptions, the Company had 1,304,259 shares of the Company’s Class A Common Stock outstanding
and $13,332,597 remained in the Trust Account (i.e. approximately $10.22 per share of the Company’s Class A Common Stock).
In
order to protect the amounts 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 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 (i) $10.10 per Public Share or (ii) the actual amount per
Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due
to reductions in the value of the trust assets, in each case net of permitted withdrawals, except as to any claims by a third
party (including such target business) that executed a waiver of any and all rights to the monies held in the Trust Account (whether
any such waiver is enforceable) and except as to any claims under the Company’s indemnity or contribution of the underwriter
of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended
(the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the
Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s
independent registered 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.
Nasdaq
Notifications
On
January 22, 2023, the Company received a written notice from the listing qualifications department staff of The Nasdaq Stock Market
(“Nasdaq”) indicating that the Company was not in compliance with Listing Rule 5550(a)(4), due to the Company’s
failure to meet the minimum 500,000 publicly held shares requirement for continued listing on the Nasdaq Capital Market. On February
9, 2023, the Company submitted to Nasdaq a plan to regain compliance with Listing Rule 5550(a)(4), pursuant to which the Company’s
Chairman, Mr. Blair Garrou, agreed to sell 80,000 of the shares of Class A Common Stock he is deemed to beneficially own through
Mercury Houston Partners, LLC and Mercury Affiliates XI, LLC by means of private sales to unaffiliated buyers. After the private
sales of 80,000 shares of Class A common stock to unaffiliated buyers, the Company has 509,259 publicly held shares as defined
in Listing Rule 5001(a)(35) of the Nasdaq Rules. Based on the Company’s submission, the Company received a letter on February
27, 2023, in which the Nasdaq staff determined to grant the Company an extension of time to regain compliance with the Listing
Rule 5550(a)(4). Under the terms of the extension, the Company was required to file with the SEC and Nasdaq a public document
containing the Company’s current total shares outstanding and a beneficial ownership table in accordance with SEC proxy
rules on or before March 31, 2023, which the Company complied with by virtue of filing the beneficial ownership table in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2022. On April 4, 2023, the Company received a written notice from
the listing qualifications department of Nasdaq stating that the Nasdaq staff had determined that the Company was in compliance
with Listing Rule 5550(a)(4) and that the matter was now closed.
On
March 28, 2023, the Company received a written notice from the listing qualifications department staff of Nasdaq notifying the
Company that for the last 30 consecutive business days, the Company’s minimum Market Value of Listed Securities (“MVLS”)
was below the minimum of $35 million required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule
5550(b)(2) (the “Market Value Standard”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company will have
180 calendar days, or until September 25, 2023, to regain compliance with the Market Value Standard. To regain compliance with
the Market Value Standard, the MVLS for the Company’s common stock must be at least $35 million for a minimum of 10 consecutive
business days at any time during this 180-day period. If the Company regains compliance with the Market Value Standard, Nasdaq
will provide the Company with written confirmation and will close the matter. If the Company does not regain compliance with the
rule by September 25, 2023, Nasdaq will provide notice that the Company’s securities will be delisted from the Nasdaq Capital
Market. In the event of such notification, the Nasdaq rules permit the Company an opportunity to appeal Nasdaq’s determination.
The Company is monitoring the MLVS of its common stock and is evaluating options to regain compliance with the Nasdaq continued
listing standards. However, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq
listing criteria.
Going
Concern Consideration
As
of June 30, 2023, the Company had $849,375 in cash held outside of the Trust Account and a working capital deficit of $648,483.
The Company anticipates that the cash held outside of the Trust Account as of June 30, 2023 will not be sufficient to allow the
Company to operate for at least the next 12 months from the issuance of the unaudited condensed financial statements, assuming
that a Business Combination is not consummated during that time. Over this time period, the Company will be using the funds held
outside of the Trust Account for paying existing accounts payable and accrued liabilities, identifying and evaluating prospective
initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures,
selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time
within one year after the date that the unaudited condensed financial statements are issued. Management plans to address this
uncertainty through the Business Combination as discussed above. In addition, 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 additional funds as may be required
under the Working Capital Loans (as defined in Note 5). There is no assurance that the Company’s plans to consummate the
Business Combination will be successful or successful within the Combination Period or that the Sponsor or an affiliate of the
Sponsor, or certain of the Company’s officers and directors will loan the Company funds as may be required under the Working
Capital Loans.
As
a result of the above, in connection with the Company’s assessment of going concern, management has determined that the
conditions described above raise substantial doubt about the Company’s ability to continue as a going concern through approximately
one year from the date the unaudited condensed financial statements are issued. The unaudited condensed financial statements do
not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might
be necessary should the Company be unable to continue as a going concern.
Risks
and Uncertainties
The
credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and
Russia. The conflict is expected to have further global economic consequences, including but not limited to the possibility of
severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases
in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries
have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against
the United States, its government, infrastructure and businesses. Any of the foregoing consequences, including those the Company
cannot yet predict, may cause the Company’s business, financial condition, results of operations and the price of the Company’s
common stock to be adversely affected.
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- DefinitionThe entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480424/946-10-50-1
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v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
6 Months Ended |
Jun. 30, 2023 |
Accounting Policies [Abstract] |
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally
accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information
or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been
condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not
include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations,
or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments,
consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results
and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction
with the Company’s 2022 Form 10-K as filed with the SEC on March 31, 2023. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future
periods.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart
Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies.
The
JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt
out of such extended transition period which means that when a standard is issued or revised and it has different application
dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the
time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed
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 unaudited condensed 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 financial statements and the reported amounts of expenses during the reporting period.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect
of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which
management considered in formulating its estimate, could change in the near term due to one or more future confirming events.
Accordingly, the actual results could differ from those estimates. The initial valuation of the Public Warrants (as defined in
Note 3), Private Placement Warrants, and Class A common stock subject to redemption required management to exercise significant
judgement in its estimates.
Cash,
Cash Equivalents, and Restricted Cash
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed balance
sheets that sum to the total of the same amounts shown in the statements of cash flows.
Schedule Of Cash And Cash Equivalents
| |
June 30, 2023 | | |
December 31, 2022 | |
| |
(Unaudited) | | |
| | |
Cash | |
$ | 38,548 | | |
$ | 1,343,809 | |
Cash equivalents | |
| 810,827 | | |
| — | |
Restricted cash | |
| — | | |
| 22,468,765 | |
Total Cash | |
$ | 849,375 | | |
$ | 23,812,574 | |
Cash
Equivalents
The
Company invests auxiliary funds from the operating bank account into trading securities held in the brokerage account. The investments
consist of U.S. government treasury obligations with a fair value of $810,827 and $0 at June 30, 2023 and December 31, 2022, respectively.
Restricted
Cash Held with Trustee
In
connection with the Extension Amendment, the Company transferred cash in the amount of $185,001,686
to the Trustee. As of June 30, 2023 and December 31, 2022, the Company had $0
and $22,468,765
in restricted cash held with the Trustee, respectively. The Company does not have access to these funds. The assets held with
the Trustee were solely used in the payout to redeeming stockholders. During the six months ended June 30, 2023, of
the remaining restricted cash held with the Trustee, $9,136,168
was paid to remaining redeeming stockholders and $13,332,597
was transferred back to the Trust Account.
Investments
Held in Trust Account
As
of June 30, 2023 and December 31, 2022, the assets held in the Trust Account were held in U.S. government treasury obligations
with maturities of 185 days or less, which were invested in U.S. Treasury securities. Trading securities are presented on the
condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair
value of these securities are included in unrealized gains (losses) on investments held in Trust Account and realized gains (losses)
on investments held in Trust Account in the accompanying unaudited condensed statements of operations.
Common
Stock Subject to Possible Redemption
The
Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification
(“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”). Common stock subject to mandatory redemption
are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including 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 Company’s control) are classified as temporary equity. At all other times, common
stock is classified as stockholders’ equity (deficit). The Company’s Class A common stock includes certain redemption
rights that are outside of the Company’s control and subject to the occurrence of uncertain future events and therefore
is classified as temporary equity. As of June 30, 2023 and December 31, 2022, 1,304,259 shares of Class A common stock subject
to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section
of the Company’s balance sheets.
The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A
common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount
of redeemable Class A common stock are recorded against additional paid-in capital and accumulated deficit. The Company recorded
an initial accretion of carrying value to redemption valuation of $25,012,764 upon consummation of the Initial Public Offering.
For the period from March 1, 2021 (inception) through December 31, 2021, the Company recorded accretion of carrying value to redemption
value of $29,687 due to the unrealized gain on the investments held in the Trust Account. For the year ended December 31, 2022,
the Company recorded accretion of carrying value to redemption value of $2,177,762 due to the $2,752,849 of realized gain on the
investments held in the Trust Account partially offset by $575,087 transferred to the operating bank account for taxes, as the
holders of the Class A common stock subject to redemption have the right to redeem their shares for a pro rata portion of the
amount held in the Trust Account including any pro rata gains earned on the funds held in the Trust Account and not previously
released to the Company to pay its tax obligations. For the three and six months ended June 30, 2023, the Company subsequently
recorded accretion of carrying value to redemption value of $160,482 and $301,805 due to the unrealized gain on the investments
held in the Trust Account, respectively.
As
of June 30, 2023 and December 31, 2022, the Class A common stock subject to possible redemption reflected in the unaudited condensed
financial statements is reconciled in the following table:
Class A Common Stock Subject to Possible Redemption
Gross proceeds | |
$ | 180,415,000 | |
Less: | |
| | |
Proceeds allocated to Public Warrants | |
| (8,569,713 | ) |
Issuance costs allocated to Class A common stock | |
| (14,638,901 | ) |
Plus: | |
| | |
Initial accretion of carrying value to redemption value | |
| 25,012,764 | |
Subsequent accretion of carrying value to redemption value as of December 31, 2021 | |
| 29,687 | |
Class A common stock subject to possible redemption as of December 31, 2021 | |
| 182,248,837 | |
Subsequent accretion of carrying value to redemption value as of December 31, 2022 | |
| 2,177,762 | |
Stockholder redemption of 16,737,241 shares at $10.10 per share plus realized gains | |
| (171,094,002 | ) |
Class A common stock subject to possible redemption as of December 31, 2022 | |
| 13,332,597 | |
Subsequent accretion of carrying value to redemption value as of March 31, 2023 | |
| 141,323 | |
Class A common stock subject to possible redemption as of March 31, 2023 | |
| 13,473,920 | |
Subsequent accretion of carrying value to redemption value as of June 30, 2023 | |
| 160,482 | |
Class A common stock subject to possible redemption as of June 30, 2023 | |
$ | 13,634,402 | |
Warrant
Liabilities
The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s
specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”).
The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition
of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC
815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification.
This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each
subsequent quarterly period end date while the warrants are outstanding.
For
issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded
as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the
criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance,
and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain
or loss on the statements of operations. See Note 10 for details regarding the valuation of the Public Warrants (as defined in
Note 3) and the Private Placement Warrants.
Offering
Costs Associated with the Initial Public Offering
The
Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, Expenses of Offering.
Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related
to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in
equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities
are expensed immediately. The Company incurred offering costs amounting to $15,401,418 as a result of the Initial Public Offering
(consisting of $3,608,300 of underwriting fees, $6,314,525 of deferred underwriting fees, $764,193 of other offering costs, and
$4,714,400 of the excess fair value of the Founder Shares sold over the purchase price of $4,150 (see Note 5). Offering costs
recorded to equity amounted to $14,638,901 and offering costs that were expensed amounted to $762,517.
Income
Taxes
The
Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes (“ASC 740”), which
requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and
liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result
in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences
are expected to affect taxable income. 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, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties
as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in
significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major
taxing authorities since inception. The Company’s effective tax rate from continuing operations was 0.0% and 0.0% for the
three and six months ended June 30, 2023, respectively. The Company’s effective tax rate from continuing operations was
0.0% and 0.0% for the three and six months ended June 30, 2022, respectively.
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. The Company has not experienced losses on this account
and management believes the Company is not exposed to significant risks on such account.
On
March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation,
which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. On March 10, 2023, the Company announced
that it held all of its operating cash deposits with SVB in the amount of $1,343,809. None of the Company’s Trust Account
deposits are held at SVB. Following the joint announcement issued by the Department of the Treasury, Federal Reserve, and FDIC
on March 12, 2023, whereby the FDIC will complete its resolution of the receivership of SVB in a manner that fully protects all
depositors, the Company has access to all of their operating funds. On March 27, 2023, SVB was acquired by First Citizens Bank
and the Company’s deposits continue to be FDIC insured up to the FDIC limit.
Net
Income (Loss) Per Common Share
Net
income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of shares of common
stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public
Offering and private placement to purchase an aggregate of 17,033,200
shares in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the
occurrence of future events. In order to determine the net income (loss) attributable to both the public Class A common stock
and Class B common stock, the Company first considered the total income (loss) allocable to both sets of shares. This is
calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per
share, any remeasurement of the accretion to redemption value of the Class A common stock subject to possible redemption was
considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to
both sets of shares, the Company split the amount to be allocated using a ratio of 22%
for the Class A common stock and 78%
for the Class B common stock for the three and six months ended June 30, 2023 and a ratio of 80%
for the Class A common stock and 20%
for the Class B common stock for the three and six months ended June 30, 2022, reflective of the respective participation
rights. The change in allocation ratios for the three and six months ended June 30, 2023 and for the three and
six months ended June 30, 2022 are due to the redemptions of Class A common stock (see Note 1).
The
following tables reflect the calculation of basic and diluted net income (loss) per common share (in dollars, except per share
amounts):
|
|
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 |
|
Net income |
|
$ |
199,685 |
|
|
$ |
2,525,557 |
|
|
$ |
208,852 |
|
|
$ |
4,197,211 |
|
Accretion of Class
A common stock to redemption amount |
|
|
(160,482 |
) |
|
|
(230,598 |
) |
|
|
(301,805 |
) |
|
|
(302,089 |
) |
Gain on waiver of deferred underwriting commissions by underwriter |
|
|
6,014,585 |
|
|
|
— |
|
|
|
6,014,585 |
|
|
|
— |
|
Net income (loss) including accretion of temporary equity to redemption value and gain on waiver of deferred
underwriting commissions by underwriter |
|
$ |
6,053,788 |
|
|
$ |
2,294,959 |
|
|
$ |
5,921,632 |
|
|
$ |
3,895,122 |
|
|
|
For
the Three Months Ended June 30, |
|
|
For
the Six Months Ended June 30, |
|
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
Basic and diluted
net income (loss) per share: |
|
Class
A |
|
|
Class
B |
|
|
Class
A |
|
|
Class
B |
|
|
Class
A |
|
|
Class
B |
|
|
Class
A |
|
|
Class
B |
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) including accretion of temporary equity to redemption value and gain on waiver of deferred
underwriting commissions by underwriter |
|
$ |
1,357,903 |
|
|
$ |
4,695,885 |
|
|
$ |
1,835,967 |
|
|
$ |
458,992 |
|
|
$ |
1,328,259 |
|
|
$ |
4,593,373 |
|
|
$ |
3,116,098 |
|
|
$ |
779,024 |
|
Accretion
of Class A common stock to redemption amount |
|
|
160,482 |
|
|
|
— |
|
|
|
230,598 |
|
|
|
— |
|
|
|
301,805 |
|
|
|
— |
|
|
|
302,089 |
|
|
|
— |
|
Gain on waiver of deferred underwriting commissions by underwriter |
|
|
(6,014,585 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(6,014,585 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net
income (loss) |
|
$ |
(4,496,200 |
) |
|
$ |
4,695,885 |
|
|
$ |
2,066,565 |
|
|
$ |
458,992 |
|
|
$ |
(4,384,521) |
|
|
|
4,593,373 |
|
|
$ |
3,418,187 |
|
|
$ |
779,024 |
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
Average Common Stock |
|
|
1,304,259 |
|
|
|
4,510,375 |
|
|
|
18,041,500 |
|
|
|
4,510,375 |
|
|
|
1,304,259 |
|
|
|
4,510,375 |
|
|
|
18,041,500 |
|
|
|
4,510,375 |
|
Basic and diluted net income (loss) per common share | |
$ | (3.45 | ) | |
$ | 1.04 | | |
$ | 0.11 | | |
$ | 0.10 | | |
$ |
(3.36 | ) | |
$ | 1.02 | | |
$ | 0.19 | | |
$ | 0.17 | |
As
of June 30, 2023 and December 31, 2022, no Founder Shares remain subject to forfeiture, as such the Company did not have any dilutive
securities and other contracts that could, potentially, be exercised or converted into common stock and share in earnings. As
a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented.
Fair
Value of Financial Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value
Measurement (“ASC 820”), approximates the carrying amounts represented in the accompanying unaudited balance sheets,
primarily due to their short-term nature.
The
Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within
that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to
transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants
on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market
participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent
of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s
judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based
on the best information available in the circumstances.
The
fair value of the Company’s financial assets and liabilities, other than the investments held in the Trust Account and warrant
liabilities, approximate the carrying amounts represented in the accompanying balance sheets, primarily due to their
short-term nature.
Level
1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement
are observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level
2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar
underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable
at commonly quoted intervals.
Level
3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques
when little or no market data exists for the assets or liabilities.
See
Note 10 for additional information on assets and liabilities measured at fair value.
Recent
Accounting Pronouncements
The
Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently
adopted, would have a material effect on the accompanying unaudited condensed financial statements.
|
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v3.23.2
INITIAL PUBLIC OFFERING
|
6 Months Ended |
Jun. 30, 2023 |
Initial Public Offering |
|
INITIAL PUBLIC OFFERING |
NOTE
3. INITIAL PUBLIC OFFERING
Pursuant
to the Initial Public Offering, the Company sold 17,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists
of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each Public Warrant
entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 7).
The
Company had granted the underwriter in the Initial Public Offering a 45-day option to purchase up to 2,625,000 additional Units
to cover over-allotments, if any. On August 20, 2021, the underwriter partially exercised the over-allotment option and purchased
an additional 541,500 Over-Allotment Units, generating gross proceeds of $5,415,000, and incurred $108,300 in cash underwriting
fees and $189,525 that will be payable to the underwriter for deferred underwriting commissions.
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v3.23.2
PRIVATE PLACEMENT
|
6 Months Ended |
Jun. 30, 2023 |
Private Placement |
|
PRIVATE PLACEMENT |
NOTE
4. PRIVATE PLACEMENT
Simultaneously
with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,850,000 Private Placement Warrants at
a price of $1.00 per Private Placement Warrant ($7,850,000 in the aggregate). Each Private Placement Warrant is exercisable to
purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement
Warrants 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 Warrants will be used
to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants
will expire worthless. Upon the purchase of the Private Placement Warrants by the Sponsor, the Company recorded the excess proceeds
received over the fair value of the Private Placement Warrants as additional paid-in capital.
Simultaneously
with the underwriter partially exercising the over-allotment option, the Sponsor purchased an additional 162,450 Over-Allotment
Private Placement Warrants at a price of $1.00 per Over-Allotment Private Placement Warrant ($162,450 in the aggregate).
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v3.23.2
RELATED PARTY TRANSACTIONS
|
6 Months Ended |
Jun. 30, 2023 |
Related Party Transactions [Abstract] |
|
RELATED PARTY TRANSACTIONS |
NOTE
5. RELATED PARTY TRANSACTIONS
Founder
Shares
On
March 4, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the
issuance of 5,031,250 shares of Class B common stock (the “Founder Shares”). The outstanding Founder Shares included
an aggregate of up to 656,250 shares of Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriter’s
over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the
Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public
Shares in the Initial Public Offering). The underwriter partially exercised its over-allotment option on August 20, 2021 and forfeited
the remainder of the option; thus, 520,875 Founder Shares were forfeited by the Sponsor.
A
total of ten anchor investors purchased 14,402,000 Units in the Initial Public Offering at the offering price of $10.00 per Unit;
seven anchor investors purchased 1,732,500 Units in the Initial Public Offering at the offering price of $10.00 per Unit, and
such allocations were determined by the underwriter; one anchor investor purchased 1,400,000 Units in the Initial Public Offering
at the offering price of $10.00 per unit; and two anchor investors purchased 437,500 Units in the Initial Public Offering at the
offering price of $10.00 per Unit. In connection with the purchase of such Units, the anchor investors have not been granted any
stockholder or other rights in addition to those afforded to the Company’s other public stockholders. Further, the anchor
investors are not required to (i) hold any Units, Class A common stock or warrants they may purchase in the Initial Public Offering
or thereafter for any amount of time, (ii) vote any Class A common stock they may own at the applicable time in favor of the Business
Combination or (iii) refrain from exercising their right to redeem their Public Shares at the time of the Business Combination.
The anchor investors will have the same rights to the funds held in the Trust Account with respect to the Class A common stock
underlying the Units they purchased in the Initial Public Offering as the rights afforded to the Company’s other public
stockholders.
Each
anchor investor has entered into separate investment agreements with the Company and the Sponsor pursuant to which each anchor
investor purchased a specified number of Founder Shares, or an aggregate of 830,000 Founder Shares, from the Sponsor for $0.005
per share, or an aggregate purchase price of $4,150 at the closing of the Initial Public Offering, which was subject to such anchor
investor’s acquisition of 100% of the Units allocated to it by the underwriter in the Initial Public Offering. Pursuant
to the investment agreements, the anchor investors have agreed to (a) vote any Founder Shares held by them in favor of the Business
Combination and (b) subject any Founder Shares held by them to the same lock-up restrictions as the Founder Shares held by the
Sponsor and independent directors.
The
Company estimated the fair value of the Founder Shares attributable to the anchor investors to be $4,714,400 or $5.68 per share.
The excess of the fair value of the Founder Shares sold over the purchase price of $4,150 (or $0.005 per share) was determined
to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering costs were allocated to
the separable financial instruments issued in the Initial Public Offering in proportion to the amount allocated to the Class A
common stock and Public Warrants, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities
were expensed immediately in the statement of operations. Offering costs allocated to the Public Shares were charged to temporary
equity upon the completion of the Initial Public Offering.
Promissory
Note - Related Party
On
March 4, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to
which the Company could borrow up to an aggregate of $300,000 to cover expenses related to the Initial Public Offering. The Promissory
Note was non-interest bearing and was payable on the earlier of (i) August 30, 2021 or (ii) the consummation of the Initial Public
Offering. As of June 30, 2023 and December 31, 2022, there was no outstanding balance under the Promissory Note. The outstanding
balance under the Promissory Note was repaid at the closing of the Initial Public Offering on July 30, 2021.
On
October 11, 2022, the Company issued an unsecured Second Promissory Note (the “Second Promissory Note”) to the Sponsor,
pursuant to which the Company could borrow up to $1,000,000 from the Second Promissory Note at a 6% interest rate on or before
October 11, 2024 to cover, among other things, expenses related to a business combination. On October 11, 2022, the Company borrowed
$200,000 under the Second Promissory Note. Between December 21, 2022 and December 27, 2022 the Company borrowed a total of $760,000
under the Second Promissory Note bringing the total drawdowns to $960,000 as of June 30, 2023, and December 31, 2022.
Administrative
Support Agreement
The
Company entered into an agreement to pay the Sponsor a total of $10,000 per month for administrative, financial and support services.
Upon the completion of an initial Business Combination, the Company will cease paying these monthly fees. As of July 1, 2022,
the administrative support agreement was terminated and no further expense was incurred. For the three and six months ended June
30, 2023, the Company incurred expenses $0 and $0, respectively under this agreement. For the three and six months ended June
30, 2022, the Company incurred expenses $30,000 and $60,000, respectively under this agreement and is included within formation
and operating costs on the accompanying unaudited condensed statement of operations.
Related
Party 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 additional 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 held in 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 is not completed,
the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working
Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital
Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion,
up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants
would be identical to the Private Placement Warrants. As of June 30, 2023, and December 31, 2022, there were no working capital
loans outstanding.
|
X |
- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.23.2
COMMITMENTS AND CONTINGENCIES
|
6 Months Ended |
Jun. 30, 2023 |
Commitments and Contingencies Disclosure [Abstract] |
|
COMMITMENTS AND CONTINGENCIES |
NOTE
6. COMMITMENTS AND CONTINGENCIES
Registration
and Stockholder Rights Agreement
Pursuant
to a registration rights agreement entered into on July 27, 2021, the holders of the Founder Shares, Private Placement Warrants
and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise
of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder
Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder
Shares, only after conversion into shares of Class A common stock). The holders of these securities are 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 the completion
of an initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415
under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting
Agreement
The
Company had granted the underwriter in the Initial Public Offering a 45-day option to purchase up to 2,625,000 additional Units
to cover over-allotments, if any. On August 20, 2021, the underwriter partially exercised the over-allotment option and purchased
an additional 541,500 Units (the “Over-Allotment Units”), generating gross proceeds of $5,415,000, and incurred $108,300
in cash underwriting fees and $189,525 that will be payable to the underwriter for deferred underwriting commissions.
The
underwriter was paid a cash underwriting discount of $0.20
per Unit, or $3,608,300
in the aggregate, upon the closing of the Initial Public Offering and partial exercise of the over-allotment option. In
addition, $0.35
per unit, or $6,314,525
in the aggregate will be payable to the underwriter for deferred underwriting commissions. On June 30, 2023, the underwriter
agreed to waive its rights to its portion of the fee payable by the Company for deferred underwriting commissions, with
respect to any potential business combination of the Company. Of the total $6,314,525
waived fee, $6,014,585
was recorded as accumulated deficit and $299,940
was recorded as a gain on the waiver of deferred underwriting commissions by underwriter in the unaudited condensed
statements of operations, following a manner consistent with the original allocation of the deferred underwriting fees. The
underwriting fees included in total offering costs at the time of the Initial Public Offering were allocated to the separable
financial instruments issued in the Initial Public Offering in proportion to the amount allocated to the Class A common stock
and Public Warrants, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities were
expensed immediately. Offering costs allocated to the Public Shares were charged to temporary
equity upon the completion of the Initial Public Offering. The Company incurred offering costs amounting to $15,401,418
as a result of the Initial Public Offering (consisting of $3,608,300
of underwriting fees, $6,314,525
of deferred underwriting fees, $764,193
of other offering costs, and $4,714,400
of the excess fair value of the Founder Shares sold over the purchase price of $4,150).
Offering costs recorded to equity amounted to $14,638,901
and offering costs that were expensed amounted to $762,517. The transaction costs were allocated based on the relative fair
value basis, compared to the total offering proceeds, between the fair value of the warrant liabilities and the Class A
common stock.
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v3.23.2
WARRANTS
|
6 Months Ended |
Jun. 30, 2023 |
Warrants |
|
WARRANTS |
NOTE
7. WARRANTS
Public
Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants.
The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b)
one year from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a
Business Combination or earlier upon redemption or liquidation.
The
Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have
no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares
of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the
Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated
to issue a share of Class A common stock upon exercise of a warrant unless the shares of Class A common stock issuable upon such
warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of
the registered holder of the warrants.
The
Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of an
initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement
for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants.
The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness
of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants
in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common
stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of an initial
Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period
when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s
shares of Class A common stock 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, the Company will not be required
to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its
commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is
not available.
Redemption
of warrants when the price per Class A common stock equals or exceeds $18.00 — Once the warrants become exercisable,
the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants):
| ● | in
whole and not in part; |
| ● | at
a price of $0.01 per warrant; |
| ● | upon
not less than 30 days’ prior written notice of redemption to each warrant holder;
and |
| ● | if,
and only if, the last reported sale price of the Class A common stock 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 for share sub-divisions,
share dividends, rights issuances, reorganizations, recapitalizations and the like). |
If
and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable
to register or qualify the underlying securities for sale under all applicable state securities laws. However, the Company will
not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of Class A common
stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common
stock is available throughout the 30-day redemption period.
Redemption
of warrants when the price per Class A common stock equals or exceeds $10.00 — Once the warrants become exercisable,
the Company may redeem the outstanding warrants:
| ● | in
whole and not in part; |
| ● | at
$0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption;
provided that holders will be able to exercise their warrants on a cashless basis prior
to redemption and receive that number of shares based on the redemption date and the
fair market value of the Company’s Class A common stock; |
| ● | if,
and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for
share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations
and the like); and |
| ● | if
the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions,
share dividends, rights issuances, reorganizations, recapitalizations and the like),
the Private Placement Warrants must also be concurrently called for redemption on the
same terms as the outstanding Public Warrants, as described above. |
The
fair market value of the Company’s Class A common stock shall mean the volume weighted average price of the Class A common
stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants.
The Company will provide its warrant holders with the final fair market value no later than one business day after the 10-trading
day period described above ends. In no event will the warrants be exercisable on a cashless basis in connection with this redemption
feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment).
In
addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising
purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less
than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by
the Company’s board of directors and, in the case of any such issuance to the Sponsors 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 an initial Business Combination on the date of the completion of an initial
Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the shares of Class A common stock
during the 20 trading day period starting on the trading day prior to the day on which the Company completes an initial Business
Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be
adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00
and $18.00 per share redemption trigger prices described adjacent to “Redemption of warrants when the price per share of
Class A common stock equals or exceeds $10.00” and “Redemption of warrants when the price per share of Class A common
stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the
Market Value and the Newly Issued Price, respectively.
The
Private Placement Warrants will be identical to the Public Warrants, except that the Private Placement Warrants and the shares
of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable
until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private
Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers
or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their
permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the
same basis as the Public Warrants.
As
of June 30, 2023 and December 31, 2022, there were 9,020,750 Public Warrants and 8,012,450 Private Placement Warrants outstanding.
The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in Derivatives
and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). Such guidance provides that because the warrants do
not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.
The
accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities
at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from
the issuance of the Units equal to its fair value. The warrant liabilities are subject to re-measurement at each balance sheet
date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value
recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet
date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date
of the event that causes the reclassification.
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v3.23.2
STOCKHOLDERS’ DEFICIT
|
6 Months Ended |
Jun. 30, 2023 |
Equity [Abstract] |
|
STOCKHOLDERS’ DEFICIT |
NOTE
8. STOCKHOLDERS’ DEFICIT
Preferred
stock — The Company is authorized to issue 1,000,000 preferred stock with a par value of $0.0001 per share with
such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board
of directors. As of June 30, 2023 and December 31, 2022, there were no preferred shares issued or outstanding.
Class
A common stock — The Company is authorized to issue 150,000,000 shares of Class A common stock with a par value
of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of June 30, 2023 and December
31, 2022, there were no shares of Class A common stock issued and outstanding, excluding 1,304,259 Class A common stock subject
to possible redemption. In connection with the Extension Amendment holders of 16,737,241 shares of the Company’s Class A
common stock elected to redeem their shares at a per share redemption price of approximately $10.18, following the redemptions,
the Company had 1,304,259 shares of the Company’s Class A Common Stock outstanding.
Class
B common stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of
$0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. On March 4, 2021, the Sponsor paid
an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 5,031,250 Class B common
stock. The underwriter partially exercised their over-allotment option on August 20, 2021 and forfeited the remainder of the option;
thus, 520,875 shares of Class B common stock were forfeited by the Sponsor. As of June 30, 2023 and December 31, 2022, there were
4,510,375 shares of Class B common stock issued and outstanding.
Only
holders of Class B common stock will have the right to elect all of the Company’s directors prior to the consummation of
an initial Business Combination.
The
shares of Class B common stock will automatically convert into shares of Class A common stock at the time of an initial Business
Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked
securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing
of an initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common
stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such
anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common
stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20%
of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus all shares of
Class A common stock and equity-linked securities issued or deemed issued in connection with an initial Business Combination (net
of the number of shares of Class A common stock redeemed in connection with an initial Business Combination), excluding any shares
or equity-linked securities issued, or to be issued, to any seller in an initial Business Combination and any warrants issued
upon the conversion of Working Capital Loans made to the Company.
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v3.23.2
INCOME TAX
|
6 Months Ended |
Jun. 30, 2023 |
Income Tax Disclosure [Abstract] |
|
INCOME TAX |
NOTE
9. INCOME TAX
In
assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or
all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation
of future taxable income during the periods in which temporary differences representing future deductible amounts become deductible.
Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies
in making this assessment. After consideration of all the information available, management believes that significant uncertainty
exists with respect to future realization of the deferred tax assets and has therefore maintained a full valuation allowance.
At June 30, 2023 and 2022, the valuation allowance was $399,855 and $48,598, respectively.
The
Company’s effective tax rate from continuing operations was 0.0% and 0.0% for the three and six months ended June 30, 2023,
respectively. The Company’s effective tax rate from continuing operations was 0.0% and 0.0% for the three and six months
ended June 30, 2022, respectively. The Company’s effective tax rate differs from the statutory income tax rate of 21% primarily
due to the change in fair value of warrant liabilities which are not recognized for tax purposes and the need for a valuation
allowance against deferred tax assets.
The
Company files income tax returns in the U.S. federal jurisdiction which remain open and subject to examination.
|
X |
- DefinitionThe entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
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v3.23.2
FAIR VALUE MEASUREMENTS
|
6 Months Ended |
Jun. 30, 2023 |
Fair Value Disclosures [Abstract] |
|
FAIR VALUE MEASUREMENTS |
NOTE
10. FAIR VALUE MEASUREMENTS
The
Warrants are measured at fair value on a recurring basis. Upon initial measurement as of July 30, 2021, we utilized a binomial/lattice
model to value the public warrants and private placement warrants. The estimated fair value of the Public Warrants transferred
from a Level 3 measurement to a Level 1 fair value measurement in September 2021 after the Public Warrants were separately listed
and traded. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair
value measurement in September 2021 due to the use of an observable market quote for a similar asset in an active market. As of
June 30, 2023 and December 31, 2022, since both Public Warrants and Private Placement Warrants are subject to the certain make-whole
provisions, Private Placement Warrants will have the same value as the Public Warrants and the public trading price is used.
Schedule
of assets and liabilities measured at fair value on recurring basis:
Description | |
Amount at Fair Value | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
June 30, 2023 (Unaudited) | |
| | | |
| | | |
| | | |
| | |
Assets | |
| | | |
| | | |
| | | |
| | |
Investments held in Trust Account: | |
| | | |
| | | |
| | | |
| | |
U.S. government treasury obligations | |
$ | 13,634,402 | | |
$ | 13,634,402 | | |
$ | — | | |
$ | — | |
Investments held in Brokerage Account | |
| | | |
| | | |
| | | |
| | |
U.S. government treasury obligations | |
$ | 810,827 | | |
$ | 810,827 | | |
$ | — | | |
$ | — | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Warrant liability – Public Warrants | |
$ | 360,830 | | |
$ | 360,830 | | |
$ | — | | |
$ | — | |
Warrant liability – Private Placement Warrants | |
$ | 320,498 | | |
$ | — | | |
$ | 320,498 | | |
$ | — | |
Description | |
Amount at Fair Value | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
December 31, 2022 | |
| | | |
| | | |
| | | |
| | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Warrant liability – Public Warrants | |
$ | 451,038 | | |
$ | 451,038 | | |
$ | — | | |
$ | — | |
Warrant liability – Private Placement Warrants | |
$ | 400,623 | | |
$ | — | | |
$ | 400,623 | | |
$ | — | |
In
connection with the Extension Proposal (Note 1), the Company was required to permit public stockholders to redeem their shares
of the Company’s Class A Common Stock. Prior the redemption of shares the fair value amount of Investments held in Trust
Account was $185,001,686, of which $161,957,835 was redeemed by shareholders and $575,087 was transferred to the Company’s
operating bank account for payment of taxes.
As
of June 30, 2023 and December 31, 2022, since both Public Warrants and Private Placement Warrants are subject to the certain make-whole
provisions, Private Placement Warrants will have the same value as the Public Warrants and the public trading price is used. Transfers
to/from Levels 1, 2 and 3 are recognized at the end of the reporting period.
The
Company recognized a gain in connection with changes in the fair value of warrant liabilities of $0
and $170,333
within the statement of operations for the three and six months ended June 30, 2023, respectively. The Company recognized
gains in connection with changes in the fair value of warrant liabilities of $2,554,981
and $4,428,632
within the unaudited condensed statements of operations for the three and six months ended June 30, 2022, respectively. The
gain on the change in fair value of warrant liabilities was due in large part to the decrease in the public traded price of
the Public Warrants.
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v3.23.2
SUBSEQUENT EVENTS
|
6 Months Ended |
Jun. 30, 2023 |
Subsequent Events [Abstract] |
|
SUBSEQUENT EVENTS |
NOTE
11. SUBSEQUENT EVENTS
The Company evaluated subsequent events
and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were
issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have
required adjustment or disclosure in the unaudited condensed financial statements.
Directors and Officers (“D&O“) Insurance
Financing Agreement
On August 2, 2023, the Company entered into a Premium Finance Security Agreement with First Insurance
Funding. Per the terms of the agreement, the Company agreed to finance its D&O insurance premium with a financing charge of $6,886. The total amount due of $254,180
will be paid in 10 monthly installments, with the first installment due August 28, 2023.
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v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
6 Months Ended |
Jun. 30, 2023 |
Accounting Policies [Abstract] |
|
Basis of Presentation |
Basis
of Presentation
The
accompanying unaudited condensed financial statements of the Company are presented in conformity with accounting principles generally
accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information
or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been
condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not
include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations,
or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments,
consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results
and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction
with the Company’s 2022 Form 10-K as filed with the SEC on March 31, 2023. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future
periods.
|
Emerging Growth Company |
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart
Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies.
The
JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt
out of such extended transition period which means that when a standard is issued or revised and it has different application
dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the
time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed
financial statements with another public company which is neither an emerging growth company nor an emerging growth company which
has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.
|
Use of Estimates |
Use
of Estimates
The
preparation of unaudited condensed 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 financial statements and the reported amounts of expenses during the reporting period.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect
of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which
management considered in formulating its estimate, could change in the near term due to one or more future confirming events.
Accordingly, the actual results could differ from those estimates. The initial valuation of the Public Warrants (as defined in
Note 3), Private Placement Warrants, and Class A common stock subject to redemption required management to exercise significant
judgement in its estimates.
|
Cash, Cash Equivalents, and Restricted Cash |
Cash,
Cash Equivalents, and Restricted Cash
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed balance
sheets that sum to the total of the same amounts shown in the statements of cash flows.
Schedule Of Cash And Cash Equivalents
| |
June 30, 2023 | | |
December 31, 2022 | |
| |
(Unaudited) | | |
| | |
Cash | |
$ | 38,548 | | |
$ | 1,343,809 | |
Cash equivalents | |
| 810,827 | | |
| — | |
Restricted cash | |
| — | | |
| 22,468,765 | |
Total Cash | |
$ | 849,375 | | |
$ | 23,812,574 | |
|
Cash Equivalents |
Cash
Equivalents
The
Company invests auxiliary funds from the operating bank account into trading securities held in the brokerage account. The investments
consist of U.S. government treasury obligations with a fair value of $810,827 and $0 at June 30, 2023 and December 31, 2022, respectively.
|
Restricted Cash Held with Trustee |
Restricted
Cash Held with Trustee
In
connection with the Extension Amendment, the Company transferred cash in the amount of $185,001,686
to the Trustee. As of June 30, 2023 and December 31, 2022, the Company had $0
and $22,468,765
in restricted cash held with the Trustee, respectively. The Company does not have access to these funds. The assets held with
the Trustee were solely used in the payout to redeeming stockholders. During the six months ended June 30, 2023, of
the remaining restricted cash held with the Trustee, $9,136,168
was paid to remaining redeeming stockholders and $13,332,597
was transferred back to the Trust Account.
|
Investments Held in Trust Account |
Investments
Held in Trust Account
As
of June 30, 2023 and December 31, 2022, the assets held in the Trust Account were held in U.S. government treasury obligations
with maturities of 185 days or less, which were invested in U.S. Treasury securities. Trading securities are presented on the
condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair
value of these securities are included in unrealized gains (losses) on investments held in Trust Account and realized gains (losses)
on investments held in Trust Account in the accompanying unaudited condensed statements of operations.
|
Common Stock Subject to Possible Redemption |
Common
Stock Subject to Possible Redemption
The
Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification
(“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”). Common stock subject to mandatory redemption
are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including 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 Company’s control) are classified as temporary equity. At all other times, common
stock is classified as stockholders’ equity (deficit). The Company’s Class A common stock includes certain redemption
rights that are outside of the Company’s control and subject to the occurrence of uncertain future events and therefore
is classified as temporary equity. As of June 30, 2023 and December 31, 2022, 1,304,259 shares of Class A common stock subject
to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section
of the Company’s balance sheets.
The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A
common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount
of redeemable Class A common stock are recorded against additional paid-in capital and accumulated deficit. The Company recorded
an initial accretion of carrying value to redemption valuation of $25,012,764 upon consummation of the Initial Public Offering.
For the period from March 1, 2021 (inception) through December 31, 2021, the Company recorded accretion of carrying value to redemption
value of $29,687 due to the unrealized gain on the investments held in the Trust Account. For the year ended December 31, 2022,
the Company recorded accretion of carrying value to redemption value of $2,177,762 due to the $2,752,849 of realized gain on the
investments held in the Trust Account partially offset by $575,087 transferred to the operating bank account for taxes, as the
holders of the Class A common stock subject to redemption have the right to redeem their shares for a pro rata portion of the
amount held in the Trust Account including any pro rata gains earned on the funds held in the Trust Account and not previously
released to the Company to pay its tax obligations. For the three and six months ended June 30, 2023, the Company subsequently
recorded accretion of carrying value to redemption value of $160,482 and $301,805 due to the unrealized gain on the investments
held in the Trust Account, respectively.
As
of June 30, 2023 and December 31, 2022, the Class A common stock subject to possible redemption reflected in the unaudited condensed
financial statements is reconciled in the following table:
Class A Common Stock Subject to Possible Redemption
Gross proceeds | |
$ | 180,415,000 | |
Less: | |
| | |
Proceeds allocated to Public Warrants | |
| (8,569,713 | ) |
Issuance costs allocated to Class A common stock | |
| (14,638,901 | ) |
Plus: | |
| | |
Initial accretion of carrying value to redemption value | |
| 25,012,764 | |
Subsequent accretion of carrying value to redemption value as of December 31, 2021 | |
| 29,687 | |
Class A common stock subject to possible redemption as of December 31, 2021 | |
| 182,248,837 | |
Subsequent accretion of carrying value to redemption value as of December 31, 2022 | |
| 2,177,762 | |
Stockholder redemption of 16,737,241 shares at $10.10 per share plus realized gains | |
| (171,094,002 | ) |
Class A common stock subject to possible redemption as of December 31, 2022 | |
| 13,332,597 | |
Subsequent accretion of carrying value to redemption value as of March 31, 2023 | |
| 141,323 | |
Class A common stock subject to possible redemption as of March 31, 2023 | |
| 13,473,920 | |
Subsequent accretion of carrying value to redemption value as of June 30, 2023 | |
| 160,482 | |
Class A common stock subject to possible redemption as of June 30, 2023 | |
$ | 13,634,402 | |
|
Warrant Liabilities |
Warrant
Liabilities
The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s
specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”).
The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition
of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC
815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification.
This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each
subsequent quarterly period end date while the warrants are outstanding.
For
issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded
as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the
criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance,
and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain
or loss on the statements of operations. See Note 10 for details regarding the valuation of the Public Warrants (as defined in
Note 3) and the Private Placement Warrants.
|
Offering Costs Associated with the Initial Public Offering |
Offering
Costs Associated with the Initial Public Offering
The
Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, Expenses of Offering.
Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related
to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in
equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities
are expensed immediately. The Company incurred offering costs amounting to $15,401,418 as a result of the Initial Public Offering
(consisting of $3,608,300 of underwriting fees, $6,314,525 of deferred underwriting fees, $764,193 of other offering costs, and
$4,714,400 of the excess fair value of the Founder Shares sold over the purchase price of $4,150 (see Note 5). Offering costs
recorded to equity amounted to $14,638,901 and offering costs that were expensed amounted to $762,517.
|
Income Taxes |
Income
Taxes
The
Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes (“ASC 740”), which
requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and
liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result
in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences
are expected to affect taxable income. 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, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties
as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in
significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major
taxing authorities since inception. The Company’s effective tax rate from continuing operations was 0.0% and 0.0% for the
three and six months ended June 30, 2023, respectively. The Company’s effective tax rate from continuing operations was
0.0% and 0.0% for the three and six months ended June 30, 2022, respectively.
|
Concentration of Credit Risk |
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. The Company has not experienced losses on this account
and management believes the Company is not exposed to significant risks on such account.
On
March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation,
which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. On March 10, 2023, the Company announced
that it held all of its operating cash deposits with SVB in the amount of $1,343,809. None of the Company’s Trust Account
deposits are held at SVB. Following the joint announcement issued by the Department of the Treasury, Federal Reserve, and FDIC
on March 12, 2023, whereby the FDIC will complete its resolution of the receivership of SVB in a manner that fully protects all
depositors, the Company has access to all of their operating funds. On March 27, 2023, SVB was acquired by First Citizens Bank
and the Company’s deposits continue to be FDIC insured up to the FDIC limit.
|
Net Income (Loss) Per Common Share |
Net
Income (Loss) Per Common Share
Net
income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of shares of common
stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public
Offering and private placement to purchase an aggregate of 17,033,200
shares in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the
occurrence of future events. In order to determine the net income (loss) attributable to both the public Class A common stock
and Class B common stock, the Company first considered the total income (loss) allocable to both sets of shares. This is
calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per
share, any remeasurement of the accretion to redemption value of the Class A common stock subject to possible redemption was
considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to
both sets of shares, the Company split the amount to be allocated using a ratio of 22%
for the Class A common stock and 78%
for the Class B common stock for the three and six months ended June 30, 2023 and a ratio of 80%
for the Class A common stock and 20%
for the Class B common stock for the three and six months ended June 30, 2022, reflective of the respective participation
rights. The change in allocation ratios for the three and six months ended June 30, 2023 and for the three and
six months ended June 30, 2022 are due to the redemptions of Class A common stock (see Note 1).
The
following tables reflect the calculation of basic and diluted net income (loss) per common share (in dollars, except per share
amounts):
|
|
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 |
|
Net income |
|
$ |
199,685 |
|
|
$ |
2,525,557 |
|
|
$ |
208,852 |
|
|
$ |
4,197,211 |
|
Accretion of Class
A common stock to redemption amount |
|
|
(160,482 |
) |
|
|
(230,598 |
) |
|
|
(301,805 |
) |
|
|
(302,089 |
) |
Gain on waiver of deferred underwriting commissions by underwriter |
|
|
6,014,585 |
|
|
|
— |
|
|
|
6,014,585 |
|
|
|
— |
|
Net income (loss) including accretion of temporary equity to redemption value and gain on waiver of deferred
underwriting commissions by underwriter |
|
$ |
6,053,788 |
|
|
$ |
2,294,959 |
|
|
$ |
5,921,632 |
|
|
$ |
3,895,122 |
|
|
|
For
the Three Months Ended June 30, |
|
|
For
the Six Months Ended June 30, |
|
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
Basic and diluted
net income (loss) per share: |
|
Class
A |
|
|
Class
B |
|
|
Class
A |
|
|
Class
B |
|
|
Class
A |
|
|
Class
B |
|
|
Class
A |
|
|
Class
B |
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) including accretion of temporary equity to redemption value and gain on waiver of deferred
underwriting commissions by underwriter |
|
$ |
1,357,903 |
|
|
$ |
4,695,885 |
|
|
$ |
1,835,967 |
|
|
$ |
458,992 |
|
|
$ |
1,328,259 |
|
|
$ |
4,593,373 |
|
|
$ |
3,116,098 |
|
|
$ |
779,024 |
|
Accretion
of Class A common stock to redemption amount |
|
|
160,482 |
|
|
|
— |
|
|
|
230,598 |
|
|
|
— |
|
|
|
301,805 |
|
|
|
— |
|
|
|
302,089 |
|
|
|
— |
|
Gain on waiver of deferred underwriting commissions by underwriter |
|
|
(6,014,585 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(6,014,585 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net
income (loss) |
|
$ |
(4,496,200 |
) |
|
$ |
4,695,885 |
|
|
$ |
2,066,565 |
|
|
$ |
458,992 |
|
|
$ |
(4,384,521) |
|
|
|
4,593,373 |
|
|
$ |
3,418,187 |
|
|
$ |
779,024 |
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
Average Common Stock |
|
|
1,304,259 |
|
|
|
4,510,375 |
|
|
|
18,041,500 |
|
|
|
4,510,375 |
|
|
|
1,304,259 |
|
|
|
4,510,375 |
|
|
|
18,041,500 |
|
|
|
4,510,375 |
|
Basic and diluted net income (loss) per common share | |
$ | (3.45 | ) | |
$ | 1.04 | | |
$ | 0.11 | | |
$ | 0.10 | | |
$ |
(3.36 | ) | |
$ | 1.02 | | |
$ | 0.19 | | |
$ | 0.17 | |
As
of June 30, 2023 and December 31, 2022, no Founder Shares remain subject to forfeiture, as such the Company did not have any dilutive
securities and other contracts that could, potentially, be exercised or converted into common stock and share in earnings. As
a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented.
|
Fair Value of Financial Instruments |
Fair
Value of Financial Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value
Measurement (“ASC 820”), approximates the carrying amounts represented in the accompanying unaudited balance sheets,
primarily due to their short-term nature.
The
Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within
that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to
transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants
on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market
participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent
of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s
judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based
on the best information available in the circumstances.
The
fair value of the Company’s financial assets and liabilities, other than the investments held in the Trust Account and warrant
liabilities, approximate the carrying amounts represented in the accompanying balance sheets, primarily due to their
short-term nature.
Level
1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement
are observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level
2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar
underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable
at commonly quoted intervals.
Level
3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques
when little or no market data exists for the assets or liabilities.
See
Note 10 for additional information on assets and liabilities measured at fair value.
|
Recent Accounting Pronouncements |
Recent
Accounting Pronouncements
The
Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently
adopted, would have a material effect on the accompanying unaudited condensed financial statements.
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v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
|
6 Months Ended |
Jun. 30, 2023 |
Accounting Policies [Abstract] |
|
Schedule Of 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 following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed balance
sheets that sum to the total of the same amounts shown in the statements of cash flows.
Schedule Of Cash And Cash Equivalents
| |
June 30, 2023 | | |
December 31, 2022 | |
| |
(Unaudited) | | |
| | |
Cash | |
$ | 38,548 | | |
$ | 1,343,809 | |
Cash equivalents | |
| 810,827 | | |
| — | |
Restricted cash | |
| — | | |
| 22,468,765 | |
Total Cash | |
$ | 849,375 | | |
$ | 23,812,574 | |
|
Class A Common Stock Subject to Possible Redemption |
As
of June 30, 2023 and December 31, 2022, the Class A common stock subject to possible redemption reflected in the unaudited condensed
financial statements is reconciled in the following table:
Class A Common Stock Subject to Possible Redemption
Gross proceeds | |
$ | 180,415,000 | |
Less: | |
| | |
Proceeds allocated to Public Warrants | |
| (8,569,713 | ) |
Issuance costs allocated to Class A common stock | |
| (14,638,901 | ) |
Plus: | |
| | |
Initial accretion of carrying value to redemption value | |
| 25,012,764 | |
Subsequent accretion of carrying value to redemption value as of December 31, 2021 | |
| 29,687 | |
Class A common stock subject to possible redemption as of December 31, 2021 | |
| 182,248,837 | |
Subsequent accretion of carrying value to redemption value as of December 31, 2022 | |
| 2,177,762 | |
Stockholder redemption of 16,737,241 shares at $10.10 per share plus realized gains | |
| (171,094,002 | ) |
Class A common stock subject to possible redemption as of December 31, 2022 | |
| 13,332,597 | |
Subsequent accretion of carrying value to redemption value as of March 31, 2023 | |
| 141,323 | |
Class A common stock subject to possible redemption as of March 31, 2023 | |
| 13,473,920 | |
Subsequent accretion of carrying value to redemption value as of June 30, 2023 | |
| 160,482 | |
Class A common stock subject to possible redemption as of June 30, 2023 | |
$ | 13,634,402 | |
|
The following tables reflect the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): |
The
following tables reflect the calculation of basic and diluted net income (loss) per common share (in dollars, except per share
amounts):
|
|
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 |
|
Net income |
|
$ |
199,685 |
|
|
$ |
2,525,557 |
|
|
$ |
208,852 |
|
|
$ |
4,197,211 |
|
Accretion of Class
A common stock to redemption amount |
|
|
(160,482 |
) |
|
|
(230,598 |
) |
|
|
(301,805 |
) |
|
|
(302,089 |
) |
Gain on waiver of deferred underwriting commissions by underwriter |
|
|
6,014,585 |
|
|
|
— |
|
|
|
6,014,585 |
|
|
|
— |
|
Net income (loss) including accretion of temporary equity to redemption value and gain on waiver of deferred
underwriting commissions by underwriter |
|
$ |
6,053,788 |
|
|
$ |
2,294,959 |
|
|
$ |
5,921,632 |
|
|
$ |
3,895,122 |
|
|
|
For
the Three Months Ended June 30, |
|
|
For
the Six Months Ended June 30, |
|
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
Basic and diluted
net income (loss) per share: |
|
Class
A |
|
|
Class
B |
|
|
Class
A |
|
|
Class
B |
|
|
Class
A |
|
|
Class
B |
|
|
Class
A |
|
|
Class
B |
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) including accretion of temporary equity to redemption value and gain on waiver of deferred
underwriting commissions by underwriter |
|
$ |
1,357,903 |
|
|
$ |
4,695,885 |
|
|
$ |
1,835,967 |
|
|
$ |
458,992 |
|
|
$ |
1,328,259 |
|
|
$ |
4,593,373 |
|
|
$ |
3,116,098 |
|
|
$ |
779,024 |
|
Accretion
of Class A common stock to redemption amount |
|
|
160,482 |
|
|
|
— |
|
|
|
230,598 |
|
|
|
— |
|
|
|
301,805 |
|
|
|
— |
|
|
|
302,089 |
|
|
|
— |
|
Gain on waiver of deferred underwriting commissions by underwriter |
|
|
(6,014,585 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(6,014,585 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net
income (loss) |
|
$ |
(4,496,200 |
) |
|
$ |
4,695,885 |
|
|
$ |
2,066,565 |
|
|
$ |
458,992 |
|
|
$ |
(4,384,521) |
|
|
|
4,593,373 |
|
|
$ |
3,418,187 |
|
|
$ |
779,024 |
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
Average Common Stock |
|
|
1,304,259 |
|
|
|
4,510,375 |
|
|
|
18,041,500 |
|
|
|
4,510,375 |
|
|
|
1,304,259 |
|
|
|
4,510,375 |
|
|
|
18,041,500 |
|
|
|
4,510,375 |
|
Basic and diluted net income (loss) per common share | |
$ | (3.45 | ) | |
$ | 1.04 | | |
$ | 0.11 | | |
$ | 0.10 | | |
$ |
(3.36 | ) | |
$ | 1.02 | | |
$ | 0.19 | | |
$ | 0.17 | |
|
X |
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- DefinitionTabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.
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- DefinitionTabular disclosure of temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.
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v3.23.2
FAIR VALUE MEASUREMENTS (Tables)
|
6 Months Ended |
Jun. 30, 2023 |
Fair Value Disclosures [Abstract] |
|
Schedule of assets and liabilities measured at fair value on recurring basis: |
Schedule
of assets and liabilities measured at fair value on recurring basis:
Description | |
Amount at Fair Value | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
June 30, 2023 (Unaudited) | |
| | | |
| | | |
| | | |
| | |
Assets | |
| | | |
| | | |
| | | |
| | |
Investments held in Trust Account: | |
| | | |
| | | |
| | | |
| | |
U.S. government treasury obligations | |
$ | 13,634,402 | | |
$ | 13,634,402 | | |
$ | — | | |
$ | — | |
Investments held in Brokerage Account | |
| | | |
| | | |
| | | |
| | |
U.S. government treasury obligations | |
$ | 810,827 | | |
$ | 810,827 | | |
$ | — | | |
$ | — | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Warrant liability – Public Warrants | |
$ | 360,830 | | |
$ | 360,830 | | |
$ | — | | |
$ | — | |
Warrant liability – Private Placement Warrants | |
$ | 320,498 | | |
$ | — | | |
$ | 320,498 | | |
$ | — | |
Description | |
Amount at Fair Value | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
December 31, 2022 | |
| | | |
| | | |
| | | |
| | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Warrant liability – Public Warrants | |
$ | 451,038 | | |
$ | 451,038 | | |
$ | — | | |
$ | — | |
Warrant liability – Private Placement Warrants | |
$ | 400,623 | | |
$ | — | | |
$ | 400,623 | | |
$ | — | |
|
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v3.23.2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($)
|
|
|
|
|
|
6 Months Ended |
10 Months Ended |
|
|
Mar. 28, 2023 |
Jan. 22, 2023 |
Dec. 20, 2022 |
Aug. 20, 2021 |
Jul. 30, 2021 |
Jun. 30, 2023 |
Dec. 31, 2021 |
Dec. 31, 2022 |
Mar. 04, 2021 |
Underwriting fees |
|
|
|
|
$ 3,608,300
|
|
|
|
|
Deferred underwriting fees |
|
|
|
|
6,314,525
|
|
|
|
|
Transaction costs |
|
|
|
|
15,401,418
|
$ 14,638,901
|
|
|
|
Other offering costs |
|
|
|
|
764,193
|
|
|
|
|
Excess fair value of the founder shares sold |
|
|
|
|
4,714,400
|
|
|
|
|
Purchase price |
|
|
|
|
$ 4,150
|
|
|
|
|
Cash deposited in trust account per unit (in dollars per share) |
|
|
|
|
$ 10.10
|
|
|
|
|
Term of option for underwriters to purchase additional Units to cover over-allotments |
|
|
|
|
|
2 days
|
|
|
|
Net tangible asset threshold for redeeming public shares |
|
|
|
|
|
$ 5,000,001
|
|
|
|
Percentage of public shares that can be redeemed without prior consent |
|
|
|
|
|
15.00%
|
|
|
|
Public shares (in percent) |
|
|
|
|
|
100.00%
|
|
|
|
Period to redeem public shares if business combination is not completed within initial combination period |
|
|
|
|
|
10 days
|
|
|
|
Other Description |
|
On
January 22, 2023, the Company received a written notice from the listing qualifications department staff of The Nasdaq Stock Market
(“Nasdaq”) indicating that the Company was not in compliance with Listing Rule 5550(a)(4), due to the Company’s
failure to meet the minimum 500,000 publicly held shares requirement for continued listing on the Nasdaq Capital Market. On February
9, 2023, the Company submitted to Nasdaq a plan to regain compliance with Listing Rule 5550(a)(4), pursuant to which the Company’s
Chairman, Mr. Blair Garrou, agreed to sell 80,000 of the shares of Class A Common Stock he is deemed to beneficially own through
Mercury Houston Partners, LLC and Mercury Affiliates XI, LLC by means of private sales to unaffiliated buyers. After the private
sales of 80,000 shares of Class A common stock to unaffiliated buyers, the Company has 509,259 publicly held shares as defined
in Listing Rule 5001(a)(35) of the Nasdaq Rules
|
|
|
|
|
|
|
|
Additional Description |
On
March 28, 2023, the Company received a written notice from the listing qualifications department staff of Nasdaq notifying the
Company that for the last 30 consecutive business days, the Company’s minimum Market Value of Listed Securities (“MVLS”)
was below the minimum of $35 million required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule
5550(b)(2) (the “Market Value Standard”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company will have
180 calendar days, or until September 25, 2023, to regain compliance with the Market Value Standard. To regain compliance with
the Market Value Standard, the MVLS for the Company’s common stock must be at least $35 million for a minimum of 10 consecutive
business days at any time during this 180-day period.
|
|
|
|
|
|
|
|
|
Cash at bank |
|
|
|
|
|
$ 849,375
|
|
$ 1,343,809
|
|
Working capital surplus |
|
|
|
|
|
$ 648,483
|
|
|
|
Common Class B [Member] |
|
|
|
|
|
|
|
|
|
Common stock, shares, outstanding |
|
|
|
|
|
4,510,375
|
|
4,510,375
|
|
Common Class A [Member] |
|
|
|
|
|
|
|
|
|
Share price (in dollars per share) |
|
|
|
|
|
$ 10.18
|
|
|
|
Common stock, shares, outstanding |
|
|
18,041,500
|
|
|
0
|
|
0
|
|
Redemption settlement of shares |
|
|
the holders of 16,737,241 shares of the Company’s Class A common stock elected to redeem their shares
at a per share redemption price of approximately $10.22. As a result, the Company transferred cash in the amount of $185,001,686
to the Trustee, of which $171,094,003 was designated to pay such holders who had elected to redeem their shares in connection
with the Extension Proposal. As of December 31, 2022, $161,957,835 had been paid to the redeeming stockholders and $22,468,765
remained in restricted cash, $9,136,168 of which was paid subsequent to December 31, 2022 to such holders who elected to redeem
their shares. Following the redemptions, the Company had 1,304,259 shares of the Company’s Class A Common Stock outstanding
and $13,332,597 remained in the Trust Account (i.e. approximately $10.22 per share of the Company’s Class A Common Stock).
|
|
|
|
|
|
|
Maximum [Member] |
|
|
|
|
|
|
|
|
|
Period to complete business combination from closing of initial public offering |
|
|
|
|
|
24 months
|
|
|
|
Interest from trust account that can be held to pay dissolution expenses |
|
|
|
|
|
$ 100,000
|
|
|
|
Net proceeds from Initial Public Offering and Private Placement (in dollars per share) |
|
|
|
|
|
$ 10.10
|
|
|
|
Minimum [Member] |
|
|
|
|
|
|
|
|
|
Period to complete business combination from closing of initial public offering |
|
|
|
|
|
18 months
|
|
|
|
Investor [Member] | Common Class B [Member] |
|
|
|
|
|
|
|
|
|
Number of shares forfeited (in shares) |
|
|
|
520,875
|
|
|
|
|
|
Investor [Member] | Maximum [Member] | Common Class B [Member] |
|
|
|
|
|
|
|
|
|
Common stock, shares, subject to forfeiture |
|
|
|
|
|
|
|
|
656,250
|
IPO [Member] |
|
|
|
|
|
|
|
|
|
Option for underwriters to purchase additional units, term |
|
|
|
|
45 days
|
|
|
|
|
Additional Units that can be purchased to cover over-allotments |
|
|
|
|
2,625,000
|
|
|
|
|
Underwriting fees |
|
|
|
|
$ 3,608,300
|
|
|
|
|
Deferred underwriting fees |
|
|
|
|
6,314,525
|
|
|
|
|
Transaction costs |
|
|
|
|
15,401,418
|
|
|
|
|
Other offering costs |
|
|
|
|
$ 764,193
|
|
|
|
|
IPO [Member] | Common Class A [Member] |
|
|
|
|
|
|
|
|
|
Gross proceeds |
|
|
|
|
|
|
$ 180,415,000
|
|
|
Over-Allotment Option [Member] |
|
|
|
|
|
|
|
|
|
Units issued (in shares) |
|
|
|
541,500
|
|
|
|
|
|
Gross proceeds |
|
|
|
$ 5,415,000
|
|
|
|
|
|
Option for underwriters to purchase additional units, term |
|
|
|
|
45 days
|
|
|
|
|
Additional Units that can be purchased to cover over-allotments |
|
|
|
2,625,000
|
2,625,000
|
|
|
|
|
Underwriting fees |
|
|
|
$ 108,300
|
|
|
|
|
|
Deferred underwriting fees |
|
|
|
$ 189,525
|
|
|
|
|
|
Public Shares [Member] | IPO [Member] |
|
|
|
|
|
|
|
|
|
Units issued (in shares) |
|
|
|
|
17,500,000
|
|
|
|
|
Share price (in dollars per share) |
|
|
|
|
$ 10.00
|
|
|
|
|
Gross proceeds |
|
|
|
|
$ 175,000,000
|
|
|
|
|
Private Placement Warrants [Member] | Private Placement [Member] |
|
|
|
|
|
|
|
|
|
Share price (in dollars per share) |
|
|
|
|
$ 1.00
|
|
|
|
|
Class of warrant or right, issued |
|
|
|
|
7,850,000
|
|
|
|
|
Gross proceeds from private placement |
|
|
|
|
$ 7,850,000
|
|
|
|
|
Private Placement Warrants [Member] | Over-Allotment Option [Member] |
|
|
|
|
|
|
|
|
|
Share price (in dollars per share) |
|
|
|
$ 1.00
|
|
|
|
|
|
Class of warrant or right, issued |
|
|
|
162,450
|
|
|
|
|
|
Gross proceeds from private placement |
|
|
|
$ 162,450
|
|
|
|
|
|
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v3.23.2
Schedule Of Cash And Cash Equivalents (Details) - USD ($)
|
Jun. 30, 2023 |
Dec. 31, 2022 |
Accounting Policies [Abstract] |
|
|
Cash |
$ 38,548
|
$ 1,343,809
|
Cash equivalents |
810,827
|
|
Restricted cash |
|
22,468,765
|
Total Cash |
$ 849,375
|
$ 23,812,574
|
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v3.23.2
Class A Common Stock Subject to Possible Redemption (Details) - USD ($)
|
3 Months Ended |
10 Months Ended |
12 Months Ended |
Jun. 30, 2023 |
Mar. 31, 2023 |
Dec. 31, 2021 |
Dec. 31, 2022 |
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
Class A common stock subject to possible redemption |
$ 13,634,402
|
|
|
$ 13,332,597
|
IPO [Member] | Common Class A [Member] |
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
Gross proceeds |
|
|
$ 180,415,000
|
|
Issuance costs allocated to Class A common stock |
|
|
(14,638,901)
|
|
Initial accretion of carrying value to redemption value |
|
|
25,012,764
|
|
Subsequent accretion of carrying value to redemption value |
160,482
|
$ 141,323
|
29,687
|
2,177,762
|
Class A common stock subject to possible redemption |
$ 13,634,402
|
$ 13,473,920
|
182,248,837
|
13,332,597
|
Stockholder redemption realized gains |
|
|
|
$ (171,094,002)
|
IPO [Member] | Common Class A [Member] | Redeemable Warrants [Member] |
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
Proceeds allocated to Public Warrants |
|
|
$ (8,569,713)
|
|
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v3.23.2
The following tables reflect the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): (Details) - USD ($)
|
3 Months Ended |
6 Months Ended |
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
Net income (loss) |
$ 199,685
|
$ 2,525,557
|
$ 208,852
|
$ 4,197,211
|
Accretion of Class A common stock to redemption amount |
(160,482)
|
(230,598)
|
(301,805)
|
(302,089)
|
Gain on waiver of deferred underwriting commissions by underwriter |
6,014,585
|
|
6,014,585
|
|
Net income (loss) including accretion of temporary equity to redemption value and gain on waiver of deferred underwriting commissions by underwriter |
6,053,788
|
2,294,959
|
5,921,632
|
3,895,122
|
Common Class A [Member] |
|
|
|
|
Net income (loss) |
(4,496,200)
|
2,066,565
|
(4,384,521)
|
3,418,187
|
Accretion of Class A common stock to redemption amount |
160,482
|
230,598
|
301,805
|
302,089
|
Gain on waiver of deferred underwriting commissions by underwriter |
(6,014,585)
|
|
(6,014,585)
|
|
Net income (loss) including accretion of temporary equity to redemption value and gain on waiver of deferred underwriting commissions by underwriter |
$ 1,357,903
|
$ 1,835,967
|
$ 1,328,259
|
$ 3,116,098
|
Weighted Average Common Shares (in shares) |
1,304,259
|
18,041,500
|
1,304,259
|
18,041,500
|
Basic and diluted net income (loss) per common share (in dollars per share) |
$ (3.45)
|
$ 0.11
|
$ (3.36)
|
$ 0.19
|
Common Class B [Member] |
|
|
|
|
Net income (loss) |
$ 4,695,885
|
$ 458,992
|
$ 4,593,373
|
$ 779,024
|
Accretion of Class A common stock to redemption amount |
|
|
|
|
Net income (loss) including accretion of temporary equity to redemption value and gain on waiver of deferred underwriting commissions by underwriter |
$ 4,695,885
|
$ 458,992
|
$ 4,593,373
|
$ 779,024
|
Weighted Average Common Shares (in shares) |
4,510,375
|
4,510,375
|
4,510,375
|
4,510,375
|
Basic and diluted net income (loss) per common share (in dollars per share) |
$ 1.04
|
$ 0.10
|
$ 1.02
|
$ 0.17
|
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v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
|
|
3 Months Ended |
6 Months Ended |
10 Months Ended |
12 Months Ended |
|
|
Jul. 30, 2021 |
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
Dec. 31, 2021 |
Dec. 31, 2022 |
Mar. 10, 2023 |
Mar. 04, 2021 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
|
|
|
|
|
|
Investments held in brokerage account |
|
$ 810,827
|
|
$ 810,827
|
|
|
$ 0
|
|
|
Transferred cash |
|
|
|
185,001,686
|
|
|
|
|
|
Restricted cash held |
|
|
|
|
|
|
22,468,765
|
|
|
Remaining restricted cash held |
|
|
|
|
|
|
9,136,168
|
|
|
Restricted cash held transferred back to the trust account |
|
(160,482)
|
$ (230,598)
|
$ (301,805)
|
$ (302,089)
|
|
|
|
|
Debt instrument redemption, description |
|
|
|
For the period from March 1, 2021 (inception) through December 31, 2021, the Company recorded accretion of carrying value to redemption
value of $29,687 due to the unrealized gain on the investments held in the Trust Account. For the year ended December 31, 2022,
the Company recorded accretion of carrying value to redemption value of $2,177,762 due to the $2,752,849 of realized gain on the
investments held in the Trust Account partially offset by $575,087 transferred to the operating bank account for taxes
|
|
|
|
|
|
Transaction costs |
$ 15,401,418
|
14,638,901
|
|
$ 14,638,901
|
|
|
|
|
|
Underwriting fees |
3,608,300
|
|
|
|
|
|
|
|
|
Deferred underwriting fees |
6,314,525
|
|
|
|
|
|
|
|
|
Other offering costs |
764,193
|
|
|
|
|
|
|
|
|
Purchase price |
4,150
|
|
|
|
|
|
|
|
|
Unrecognized tax benefits |
|
0
|
|
0
|
|
|
0
|
|
|
Accrued interest and penalties |
|
$ 0
|
|
$ 0
|
|
|
$ 0
|
|
|
Effective tax rate |
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
|
|
|
|
Operating cash deposits |
|
|
|
|
|
|
|
$ 1,343,809
|
|
Number of securities called by warrants (in shares) |
|
17,033,200
|
|
17,033,200
|
|
|
|
|
|
Anchor Investors [Member] |
|
|
|
|
|
|
|
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
|
|
|
|
|
|
Fair value of common stock subscription |
|
$ 4,714,400
|
|
$ 4,714,400
|
|
|
|
|
$ 4,714,400
|
Purchase price |
|
|
|
|
|
|
|
|
$ 4,150
|
IPO [Member] |
|
|
|
|
|
|
|
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
|
|
|
|
|
|
Transaction costs |
15,401,418
|
|
|
|
|
|
|
|
|
Underwriting fees |
3,608,300
|
|
|
|
|
|
|
|
|
Deferred underwriting fees |
6,314,525
|
|
|
|
|
|
|
|
|
Other offering costs |
764,193
|
|
|
|
|
|
|
|
|
Offering cost recorded to equity amount |
14,638,901
|
|
|
|
|
|
|
|
|
Amount of offering costs that were expensed |
$ 762,517
|
|
|
|
|
|
|
|
|
Common Class A [Member] |
|
|
|
|
|
|
|
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
|
|
|
|
|
|
Restricted cash held transferred back to the trust account |
|
$ 160,482
|
$ 230,598
|
$ 301,805
|
$ 302,089
|
|
|
|
|
Class A common stock, shares subject to possible redemption (in shares) |
|
1,304,259
|
|
1,304,259
|
|
|
1,304,259
|
|
|
Percentage of total net income (loss) allocated to shares |
|
|
|
22.00%
|
|
80.00%
|
|
|
|
Common Class B [Member] |
|
|
|
|
|
|
|
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
|
|
|
|
|
|
Restricted cash held transferred back to the trust account |
|
|
|
|
|
|
|
|
|
Percentage of total net income (loss) allocated to shares |
|
|
|
78.00%
|
|
20.00%
|
|
|
|
Restricted Stock [Member] |
|
|
|
|
|
|
|
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
|
|
|
|
|
|
Restricted cash held |
|
0
|
|
$ 0
|
|
|
$ 22,468,765
|
|
|
Remaining restricted cash held |
|
$ 9,136,168
|
|
$ 9,136,168
|
|
|
|
|
|
Restricted cash held transferred back to the trust account |
|
|
|
|
|
|
$ 13,332,597
|
|
|
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v3.23.2
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)
|
|
|
10 Months Ended |
|
Aug. 20, 2021 |
Jul. 30, 2021 |
Dec. 31, 2021 |
Jun. 30, 2023 |
Class of Warrant or Right [Line Items] |
|
|
|
|
Underwriting fees |
|
$ 3,608,300
|
|
|
Underwriting fees deferred |
|
$ 6,314,525
|
|
|
Common Class A [Member] |
|
|
|
|
Class of Warrant or Right [Line Items] |
|
|
|
|
Shares issued, price per share |
|
|
|
$ 10.18
|
IPO [Member] |
|
|
|
|
Class of Warrant or Right [Line Items] |
|
|
|
|
Option for underwriters to purchase additional units, term |
|
45 days
|
|
|
Additional units that can be purchased to cover over-allotments |
|
2,625,000
|
|
|
Underwriting fees |
|
$ 3,608,300
|
|
|
Underwriting fees deferred |
|
$ 6,314,525
|
|
|
IPO [Member] | Common Class A [Member] |
|
|
|
|
Class of Warrant or Right [Line Items] |
|
|
|
|
Units, number of securities called by units |
|
1
|
|
|
Number of securities called by each warrant (in shares) |
|
1
|
|
|
Proceeds from initial public offering, net of underwriting fees |
|
|
$ 180,415,000
|
|
Over-Allotment Option [Member] |
|
|
|
|
Class of Warrant or Right [Line Items] |
|
|
|
|
Units issued during period, shares, new issues |
541,500
|
|
|
|
Option for underwriters to purchase additional units, term |
|
45 days
|
|
|
Additional units that can be purchased to cover over-allotments |
2,625,000
|
2,625,000
|
|
|
Proceeds from initial public offering, net of underwriting fees |
$ 5,415,000
|
|
|
|
Underwriting fees |
108,300
|
|
|
|
Underwriting fees deferred |
$ 189,525
|
|
|
|
Public Shares [Member] | IPO [Member] |
|
|
|
|
Class of Warrant or Right [Line Items] |
|
|
|
|
Units issued during period, shares, new issues |
|
17,500,000
|
|
|
Shares issued, price per share |
|
$ 10.00
|
|
|
Proceeds from initial public offering, net of underwriting fees |
|
$ 175,000,000
|
|
|
Redeemable Warrants [Member] | IPO [Member] |
|
|
|
|
Class of Warrant or Right [Line Items] |
|
|
|
|
Units, number of securities called by units |
|
0.50
|
|
|
Warrants exercise price (In dollars per share) |
|
$ 11.50
|
|
|
X |
- DefinitionThe element represents additional units that can be purchased to cover over allotments.
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v3.23.2
PRIVATE PLACEMENT (Details Narrative) - USD ($)
|
Aug. 20, 2021 |
Jul. 30, 2021 |
Jun. 30, 2023 |
Common Class A [Member] |
|
|
|
Class of Warrant or Right [Line Items] |
|
|
|
Shares issued, price per share |
|
|
$ 10.18
|
Private Placement Warrants [Member] | Private Placement [Member] |
|
|
|
Class of Warrant or Right [Line Items] |
|
|
|
Class of warrant or right, issued |
|
7,850,000
|
|
Shares issued, price per share |
|
$ 1.00
|
|
Gross proceeds from issuance of warrants |
|
$ 7,850,000
|
|
Private Placement Warrants [Member] | Private Placement [Member] | Common Class A [Member] |
|
|
|
Class of Warrant or Right [Line Items] |
|
|
|
Number of securities called by each warrant (in shares) |
|
1
|
|
Warrants exercise price (In dollars per share) |
|
$ 11.50
|
|
Private Placement Warrants [Member] | Over-Allotment Option [Member] |
|
|
|
Class of Warrant or Right [Line Items] |
|
|
|
Class of warrant or right, issued |
162,450
|
|
|
Shares issued, price per share |
$ 1.00
|
|
|
Gross proceeds from issuance of warrants |
$ 162,450
|
|
|
X |
- DefinitionThe element represents class of warrant or right issued.
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v3.23.2
RELATED PARTY TRANSACTIONS (Details Narrative)
|
|
|
|
|
3 Months Ended |
6 Months Ended |
|
|
Oct. 27, 2022
USD ($)
|
Oct. 11, 2022
USD ($)
|
Jul. 30, 2021
USD ($)
N
$ / shares
shares
|
Mar. 04, 2021
USD ($)
shares
|
Jun. 30, 2023
USD ($)
$ / shares
shares
|
Jun. 30, 2022
USD ($)
|
Jun. 30, 2023
USD ($)
$ / shares
shares
|
Jun. 30, 2022
USD ($)
|
Dec. 31, 2022
USD ($)
|
Aug. 20, 2021
shares
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
Percentage of acquisition of units allocated |
|
|
|
|
1
|
|
1
|
|
|
|
Administrative Support Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
Related party transaction, expenses from transactions with related party |
|
|
|
|
$ 0
|
$ 30,000
|
$ 0
|
$ 60,000
|
|
|
Investor [Member] | Second Promissory Note [Member] |
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
Proceeds from draw on promissory note |
$ 760,000
|
$ 200,000
|
|
|
|
|
|
|
|
|
Investor [Member] | Administrative Support Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
Related party transaction amount |
|
|
|
|
|
|
10,000
|
|
|
|
Investor [Member] | Maximum [Member] | Second Promissory Note [Member] |
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
Proceeds from draw on promissory note |
|
$ 1,000,000
|
|
|
|
|
|
|
|
|
Related party transaction, rate |
|
6.00%
|
|
|
|
|
|
|
|
|
Investor [Member] | Maximum [Member] | Second Promissory Note [Member] |
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
Total drawdowns |
|
|
|
|
$ 960,000
|
|
$ 960,000
|
|
$ 960,000
|
|
Investor [Member] | Maximum [Member] | IPO [Member] | Promissory Note [Member] |
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
Proceeds from draw on promissory note |
|
|
|
$ 300,000
|
|
|
|
|
|
|
Anchor Investor1 [Member] | IPO [Member] |
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
Number of institutional investors | N |
|
|
10
|
|
|
|
|
|
|
|
Units issued during period, shares, new issues | shares |
|
|
14,402,000
|
|
|
|
|
|
|
|
Shares issued, price per share | $ / shares |
|
|
$ 10.00
|
|
|
|
|
|
|
|
Anchor Investor2 [Member] | IPO [Member] |
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
Number of institutional investors | N |
|
|
7
|
|
|
|
|
|
|
|
Units issued during period, shares, new issues | shares |
|
|
1,732,500
|
|
|
|
|
|
|
|
Shares issued, price per share | $ / shares |
|
|
$ 10.00
|
|
|
|
|
|
|
|
Anchor Investor3 [Member] | IPO [Member] |
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
Number of institutional investors | N |
|
|
1
|
|
|
|
|
|
|
|
Units issued during period, shares, new issues | shares |
|
|
1,400,000
|
|
|
|
|
|
|
|
Shares issued, price per share | $ / shares |
|
|
$ 10.00
|
|
|
|
|
|
|
|
Anchor Investor4 [Member] | IPO [Member] |
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
Number of institutional investors | N |
|
|
2
|
|
|
|
|
|
|
|
Units issued during period, shares, new issues | shares |
|
|
437,500
|
|
|
|
|
|
|
|
Shares issued, price per share | $ / shares |
|
|
$ 10.00
|
|
|
|
|
|
|
|
Anchor Investors [Member] |
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
Shares issued, price per share | $ / shares |
|
|
|
|
$ 0.005
|
|
$ 0.005
|
|
|
|
Aggregate number of shares subscribed (in shares) | shares |
|
|
|
|
830,000
|
|
830,000
|
|
|
|
Fair value of common stock subscription |
|
|
|
4,714,400
|
$ 4,714,400
|
|
$ 4,714,400
|
|
|
|
Share price | $ / shares |
|
|
|
|
$ 5.68
|
|
$ 5.68
|
|
|
|
Stock issuance expense |
|
|
|
|
|
|
$ 4,150
|
|
|
|
Offering cost per share | $ / shares |
|
|
|
|
|
|
$ 0.005
|
|
|
|
Anchor Investors [Member] | IPO [Member] |
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
Common stock shares subscribed but unissued, value |
|
|
$ 4,150
|
|
|
|
|
|
|
|
Sponsor Affiliate of Sponsor or Certain Company Officers and Directors [Member] | Working Capital Loans [Member] |
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
Convertible debt, maximum borrowing capacity |
|
|
|
|
$ 1,500,000
|
|
$ 1,500,000
|
|
|
|
Debt instrument, convertible, conversion price | $ / shares |
|
|
|
|
$ 1.00
|
|
$ 1.00
|
|
|
|
Common Class B [Member] | Investor [Member] |
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock |
|
|
|
$ 25,000
|
|
|
|
|
|
|
Issuance of class b ordinary shares to sponsor (in shares) | shares |
|
|
|
5,031,250
|
|
|
|
|
|
|
Percentage of issued and outstanding shares after Initial Public Offering |
|
|
|
20.00%
|
|
|
|
|
|
|
Common stock shares subject to forfeiture, forfeited | shares |
|
|
|
|
|
|
|
|
|
520,875
|
Common Class B [Member] | Investor [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
Common stock, shares, subject to forfeiture | shares |
|
|
|
656,250
|
|
|
|
|
|
|
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v3.23.2
COMMITMENTS AND CONTINGENCIES (Details Narrative)
|
Aug. 20, 2021
USD ($)
shares
|
Jul. 30, 2021
USD ($)
$ / shares
shares
|
Jul. 27, 2021
USD ($)
N
$ / shares
|
Jun. 30, 2023
USD ($)
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
Number of demands eligible security holder can make | N |
|
|
3
|
|
Underwriting fees deferred |
|
$ 6,314,525
|
|
|
Underwriting discount fee | $ / shares |
|
$ 0.20
|
|
|
Underwriting discount |
|
$ 3,608,300
|
|
|
Deferred underwriting commissions per unit | $ / shares |
|
|
$ 0.35
|
|
Deferred underwriting fee payable |
|
|
$ 6,314,525
|
$ 6,314,525
|
Accumulated deficit |
|
|
|
6,014,585
|
Gain on underwriting commissions |
|
|
|
299,940
|
Offering costs |
|
15,401,418
|
|
$ 14,638,901
|
Other offering costs |
|
764,193
|
|
|
Excess fair value of the founder shares sold |
|
4,714,400
|
|
|
Purchase price |
|
$ 4,150
|
|
|
IPO [Member] |
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
Option for underwriters to purchase additional units, term |
|
45 days
|
|
|
Additional Units that can be purchased to cover over-allotments | shares |
|
2,625,000
|
|
|
Underwriting fees deferred |
|
$ 6,314,525
|
|
|
Offering costs |
|
15,401,418
|
|
|
Other offering costs |
|
$ 764,193
|
|
|
Over-Allotment Option [Member] |
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
Option for underwriters to purchase additional units, term |
|
45 days
|
|
|
Additional Units that can be purchased to cover over-allotments | shares |
2,625,000
|
2,625,000
|
|
|
Units issued during period, shares, new issues | shares |
541,500
|
|
|
|
Proceeds from initial public offering, net of underwriting fees |
$ 5,415,000
|
|
|
|
Underwriting fees deferred |
$ 189,525
|
|
|
|
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v3.23.2
STOCKHOLDERS’ DEFICIT (Details Narrative)
|
|
6 Months Ended |
|
|
|
Mar. 04, 2021
USD ($)
shares
|
Jun. 30, 2023
N
$ / shares
shares
|
Dec. 31, 2022
$ / shares
shares
|
Dec. 20, 2022
shares
|
Aug. 20, 2021
shares
|
Class of Stock [Line Items] |
|
|
|
|
|
Preferred stock, shares authorized |
|
1,000,000
|
1,000,000
|
|
|
Preferred stock, par value (in dollars per share) | $ / shares |
|
$ 0.0001
|
$ 0.0001
|
|
|
Preferred stock, shares issued |
|
0
|
0
|
|
|
Preferred Stock, Shares Outstanding |
|
0
|
0
|
|
|
Stock conversion, as-converted percentage |
|
20.00%
|
|
|
|
Common Class A [Member] |
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
Common stock, shares authorized (in shares) |
|
150,000,000
|
150,000,000
|
|
|
Common stock, par value (in dollars per share) | $ / shares |
|
$ 0.0001
|
$ 0.0001
|
|
|
Common stock, shares outstanding |
|
0
|
0
|
18,041,500
|
|
Common stock, shares issue |
|
0
|
0
|
|
|
Number of shares subject to possible redemption |
|
1,304,259
|
1,304,259
|
|
|
Stockholder redemption realized gains ( in shares) |
|
16,737,241
|
|
|
|
Per share redemption price | $ / shares |
|
$ 10.18
|
|
|
|
Common stock, votes per share | N |
|
1
|
|
|
|
Stock conversion ratio |
|
one-for-one basis
|
|
|
|
Common Class B [Member] |
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
Common stock, shares authorized (in shares) |
|
20,000,000
|
20,000,000
|
|
|
Common stock, par value (in dollars per share) | $ / shares |
|
$ 0.0001
|
$ 0.0001
|
|
|
Common stock, shares outstanding |
|
4,510,375
|
4,510,375
|
|
|
Common stock, shares issue |
|
4,510,375
|
4,510,375
|
|
|
Common Class B [Member] | Investor [Member] |
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
Proceeds from issuance of common stock | $ |
$ 25,000
|
|
|
|
|
Issuance of class B ordinary shares to sponsor (in shares) |
5,031,250
|
|
|
|
|
Common stock shares subject to forfeiture, forfeited |
|
|
|
|
520,875
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v3.23.2
Schedule of assets and liabilities measured at fair value on recurring basis: (Details) - Fair Value, Recurring [Member] - USD ($)
|
Jun. 30, 2023 |
Dec. 31, 2022 |
Public Warrants [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Warrant liability |
$ 360,830
|
$ 451,038
|
Private Placement Warrants [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Warrant liability |
320,498
|
400,623
|
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Warrant liability |
360,830
|
451,038
|
Fair Value, Inputs, Level 1 [Member] | Private Placement Warrants [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Warrant liability |
|
|
Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Warrant liability |
|
|
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Warrant liability |
320,498
|
400,623
|
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Warrant liability |
|
|
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Warrant liability |
|
|
US Treasury Securities [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Investments, fair value disclosure |
13,634,402
|
|
US Treasury Securities [Member] | Fair Value, Inputs, Level 1 [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Investments, fair value disclosure |
13,634,402
|
|
US Treasury Securities [Member] | Fair Value, Inputs, Level 2 [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Investments, fair value disclosure |
|
|
US Treasury Securities [Member] | Fair Value, Inputs, Level 3 [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Investments, fair value disclosure |
|
|
Long Term US Government Treasury Obligations [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Investments, fair value disclosure |
810,827
|
|
Long Term US Government Treasury Obligations [Member] | Fair Value, Inputs, Level 1 [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Investments, fair value disclosure |
810,827
|
|
Long Term US Government Treasury Obligations [Member] | Fair Value, Inputs, Level 2 [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Investments, fair value disclosure |
|
|
Long Term US Government Treasury Obligations [Member] | Fair Value, Inputs, Level 3 [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Investments, fair value disclosure |
|
|
X |
- DefinitionFair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.
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v3.23.2
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($)
|
3 Months Ended |
6 Months Ended |
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
Fair Value Disclosures [Abstract] |
|
|
|
|
Investments held in trust account |
|
|
$ 185,001,686
|
|
Redeemable by shareholders |
$ 161,957,835
|
|
161,957,835
|
|
Account for payment of taxes |
|
|
575,087
|
|
Gain from change in fair value of warrant liabilities |
|
$ 2,554,981
|
$ 170,333
|
$ 4,428,632
|
X |
- DefinitionAmount of realized and unrealized gain (loss) of derivative instruments not designated or qualifying as hedging instruments.
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