The accompanying notes are an integral
part of the unaudited condensed financial statements.
The accompanying notes are an integral
part of the unaudited condensed financial statements.
The accompanying notes are an integral
part of the unaudited condensed financial statements.
NOTES TO CONDENSED FINANCIAL
STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
NOTE
1 – ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS
Oxus Acquisition
Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on February 3, 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.
Although the Company
is not limited to a particular industry or geographic region for purposes of completing a Business Combination, the Company intends to
focus its search on targets in energy transition technologies, such as battery materials, energy storage, electric vehicle (“EV”)
infrastructure and advanced recycling in emerging/frontier countries including the Commonwealth of Independent States (“CIS”),
South and South-East Asia and Middle East and North Africa (“MENA”) regions. 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 September 30, 2022, the Company had not commenced any operations. All activity for the period from February 3, 2021 (inception)
through September 30, 2022, relates to the Company’s formation and the initial public offering (“Initial Public
Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a
Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income or dividend
income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
On September 8,
2021, the Company closed its Initial Public Offering of 15,000,000 units at $10.00 per unit (the “Units” and, with respect
to the ordinary shares included in the Units, the “Public Shares”) which is discussed in Note 3 and the sale of 8,400,000
warrants (each, a “Private Warrant” and collectively, the “Private Warrants”) at a price of $1.00 per Private
Warrant in a private placement to the Company’s sponsor, Oxus Capital Pte. Ltd (the “Sponsor”) and its underwriters
that closed simultaneously with the closing of the Initial Public Offering (as described in Note 4). The Company has listed the Units
on the Nasdaq Capital Market (“Nasdaq”).
Transaction
costs amounted to $3.70 million consisting of $3.00 million in cash of underwriting fees and $0.70 million of other offering
costs.
The Company’s
management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale
of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business
Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete
a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least
80% of the net assets held in the Trust Account (defined below) (net of amounts disbursed to management for working capital purposes,
if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the Company’s signing a definitive
agreement in connection with its initial Business Combination. The Company will only complete a Business Combination if the post-transaction
company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target
business or assets sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940,
as amended (the “Investment Company Act”).
OXUS ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL
STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS
(Continued)
Upon
the closing of the Initial Public Offering on September 8, 2021, the Company deposited $153.00 million ($10.20 per Unit) from the proceeds
of the Initial Public Offering in the a trust account (“Trust Account”), located in the United States and invested only in
U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days
or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain
conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business
Combination and (ii) the distribution of the funds held in the Trust Account, as described below.
On September 13,
2021, the underwriters exercised their over-allotment option in full (see Note 4), according to which the Company consummated the sale
of an additional 2,250,000 Units, at $10.00 per Unit, and the sale of an additional 900,000 Private Warrants, at $1.00 per Private Warrant,
generating total gross proceeds of $23.40 million. The proceeds from the sale of the additional Units were deposited into the Trust Account,
bringing the aggregate proceeds held in the Trust Account to $175.95 million, and incurring additional cash underwriting discount of approximately
$0.45 million.
The Company
will provide its holders of the outstanding Public Shares (the “public shareholders”) 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 shareholder
meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will
seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.
The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust
Account (initially anticipated to be $10.20 per Public Share, plus any pro rata income 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 Public Shares subject to redemption will be
recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance
with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”)
Topic 480 “Distinguishing Liabilities from Equity”.
The Company will
only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation
of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business
Combination. If a shareholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a
shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association
(the “Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities
and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If,
however, shareholder approval of the transaction is required by applicable law or stock exchange rules, or the Company decides to obtain
shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant
to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business
Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), and any Public Shares purchased during or after
the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their
Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.
OXUS ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL
STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS
(Continued)
Notwithstanding
the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender
offer rules, the Certificate of Incorporation provides that a public shareholder, together with any affiliate of such shareholder or any
other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more
than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.
The Sponsor has
agreed (a) to waive its redemption rights with respect to its Founder Shares (as defined at Note 5) and Public Shares held by it in connection
with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the
substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination
or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision
relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the public shareholders
with the opportunity to redeem their Public Shares in conjunction with any such amendment.
The
Company will have until 18 months from the closing of the Initial Public Offering 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, 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 income earned on the funds held in the Trust Account and not previously released to
the Company to pay its tax obligations (less 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 shareholders’ rights as shareholders (including
the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors,
dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of
creditors and the requirements of other applicable law. 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 a Business Combination within the
Combination Period.
The Sponsor has
agreed to waive its liquidation rights with respect to the Founder Shares (as defined at Note 5) if the Company fails to complete a Business
Combination within the Combination Period. However, if the Sponsor acquires 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.
OXUS ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL
STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS
(Continued)
In order to protect
the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party
for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering
into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.20 per Public Share and (2)
the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions
in the value of the trust assets, less taxes payable, provided that such liability will not apply to claims by a third party or prospective
target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under
the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under
the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to
be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.
The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by
endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective
target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title,
interest or claim of any kind in or to monies held in the Trust Account.
Going Concern
In connection with
the Company’s assessment of going concern considerations in accordance with ASC Topic 205-40 Presentation of Financial Statements
– Going Concern, the Company has until March 8, 2023 to consummate a Business Combination. If a Business Combination is not consummated
by this date and an extension not requested by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company.
Although the Company intends to consummate a Business Combination on or before March 8, 2023, it is uncertain that the Company will be
able to consummate a Business Combination by this time. Management has determined that the liquidity condition, coupled with the mandatory
liquidation, should a Business Combination not occur and an extension is not requested by the Sponsor, and potential subsequent dissolution
raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s plan is to complete a business
combination or obtain an extension on or prior to March 8, 2023, however it is uncertain that the Company will be able to consummate a
Business Combination or obtain an extension by this time. No adjustments have been made to the carrying amounts of assets or liabilities
should the Company be required to liquidate after March 8, 2023.
As
of September 30, 2022, the Company had $0.52 million in its operating bank account, $177.01 million of marketable securities held in
the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and a
working capital deficiency of $0.83 million.
Until the consummation
of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective
acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target
business to acquire, and structuring, negotiating and consummating the Business Combination.
OXUS ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL
STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS
(Continued)
Going Concern (Continued)
The Company will
need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third
parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time
or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly,
the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to
take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending
the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will
be available to it on commercially acceptable terms, if at all.
Risks and Uncertainties
Management is currently
evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could
have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific
impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Various social and
political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions
between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic
and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes,
tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration
in the U.S. and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely
affect the Company’s ability to complete a Business Combination. In response to the conflict between Russia and Ukraine, the U.S.
and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions,
export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability
to complete a Business Combination and the value of the Company’s securities.
NOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Basis of Presentation
The accompanying
unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United
States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article
8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance
with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly,
they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations,
or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting
of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows
for the periods presented.
OXUS ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL
STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Basis of Presentation (Continued)
The accompanying
unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year
ended December 31, 2021 as filed with the SEC on March 31, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 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 amended by the Jumpstart Our Business Startups
Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are
applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply
with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive
compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote
on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section
102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards
until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a
class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such 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 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 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 financial statements
and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment.
It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the
date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or
more future confirming events. Estimates made in preparing these condensed financial statements include, among other things, the fair
value measurement of shares transferred by the Sponsor to independent director nominees. Actual results could differ from those estimates.
OXUS ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL
STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Cash and Cash Equivalents
The Company had
$0.52 million and $1.12 million in cash as of September 30, 2022 and December 31, 2021, respectively. The Company considers all short-term
investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash
equivalents as of September 30, 2022 and December 31, 2021, respectively.
Marketable
Securities Held in Trust Account
At
September 30, 2022 and December 31, 2021, the Company had $177.01 million and $175.95 million respectively, of marketable securities
held in the Trust Account that were held in U.S. Treasury Securities. The Company’s investments held in the Trust Account are
classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting
period. The estimated fair values of investments held in Trust Account are determined using available market information.
Ordinary Shares Subject to Possible
Redemption
All of the 17,250,000
Class A ordinary shares sold as parts of the Units in the Initial Public Offering contain a redemption feature. In accordance with the
Accounting Standards Codification 480-10-S99-3A “Classification and Measurement of Redeemable Securities”, redemption provisions
not solely within the control of the Company requires the security to be classified outside of permanent equity. Ordinary liquidation
events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions
of ASC 480. The Company had previously classified 14,681,744 Class A ordinary shares as permanent equity as of September 8, 2021. As part
of the restatement of the Company’s financial statements, the Company has classified all of the Class A ordinary shares as redeemable.
Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption
amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital
and accumulated deficit.
As of September
30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets are
reconciled in the following table:
| |
September 30, 2022 | | |
December 31, 2021 | |
Gross proceeds
| |
$ | 172,500,000 | | |
$ | 172,500,000 | |
Less: | |
| | | |
| | |
Proceeds allocated to public warrants | |
| (10,522,500 | ) | |
| (10,522,500 | ) |
Ordinary shares issuance costs | |
| (3,874,702 | ) | |
| (3,874,702 | ) |
Sub-total | |
| (14,397,202 | ) | |
| (14,397,202 | ) |
Plus: | |
| | | |
| | |
Remeasurement of Class A ordinary shares to initial redemption amount | |
| 17,847,202 | | |
| 17,847,202 | |
Remeasurement of carrying value to redemption value | |
| 1,063,836 | | |
| - | |
Class A ordinary shares subject to possible redemption | |
$ | 177,013,836 | | |
$ | 175,950,000 | |
OXUS ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL
STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Offering Costs Associated with the
Initial Public Offering
The Company complies
with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”.
Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly
related to the Initial Public Offering. The Company recorded $3.87 million of offering costs as a reduction of temporary equity and $0.28
million of offering costs as a reduction of permanent equity upon the completion of the Initial Public Offering ($3.45 million related
to underwriters’ commissions and $0.70 million related to other offering expenses).
Net Loss Per Ordinary Share
The Company applies
the two-class method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates
fair value. The Class feature to redeem at fair value means that there is effectively only one class of share. Changes in fair value are
not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net loss per ordinary share is computed
by dividing the pro rata net loss between the Class A ordinary share and the Class B ordinary share by the weighted average number of
ordinary share outstanding for each of the periods. Weighted average shares were reduced for the effect of an aggregate of 1,125,000 shares
of Class B ordinary share that was subject to forfeiture if the over-allotment option was not fully exercised, which was adjusted to 562,500
through July 2021 (see Note 5). All shares and associated amounts have been retroactively adjusted to reflect the forfeiture. The calculation
of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering
since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.
| |
For the | | |
For the | | |
For the | | |
For the
Period from
February 3,
2021 | |
| |
Three Months | | |
Three Months | | |
Nine Months | | |
(inception) | |
| |
Ended | | |
Ended | | |
Ended | | |
through | |
| |
September 30,
2022 | | |
September 30,
2021 | | |
September 30,
2022 | | |
September 30,
2021 | |
Ordinary shares subject to possible redemption | |
| | | |
| | | |
| | | |
| | |
Numerator: | |
| | | |
| | | |
| | | |
| | |
Net loss allocable to Class A ordinary shares subject to possible redemption | |
$ | (179,310 | ) | |
$ | (3,602 | ) | |
$ | (841,084 | ) | |
$ | (7,192 | ) |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Weighted average redeemable Class A ordinary shares, basic and diluted | |
| 17,250,000 | | |
| 4,046,703 | | |
| 17,250,000 | | |
| 1,540,795 | |
Basic and diluted net loss per share, redeemable Class A ordinary shares | |
$ | (0.01 | ) | |
$ | (0.00 | ) | |
$ | (0.05 | ) | |
$ | (0.00 | ) |
| |
| | | |
| | | |
| | | |
| | |
Non-redeemable ordinary shares | |
| | | |
| | | |
| | | |
| | |
Numerator: | |
| | | |
| | | |
| | | |
| | |
Net loss loss allocable to non-redeemable ordinary shares | |
$ | (47,946 | ) | |
$ | (3,699 | ) | |
$ | (224,899 | ) | |
$ | (18,817 | ) |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Weighted average non-redeemable ordinary shares, basic and diluted | |
| 4,612,500 | | |
| 4,155,082 | | |
| 4,612,500 | | |
| 4,031,015 | |
Basic and diluted net loss per share, non-redeemable ordinary shares | |
$ | (0.01 | ) | |
$ | (0.00 | ) | |
$ | (0.05 | ) | |
$ | (0.00 | ) |
OXUS ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Concentration of Credit Risk
Financial instruments
that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times,
may exceed the federal depository insurance coverage corporation limit of $250,000. The Company has not experienced losses on these accounts
and management believes the Company is not exposed to significant risks on such accounts.
Financial Instruments
The fair value of the Company’s
assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,”
approximates the carrying amounts represented in the condensed balance sheets.
Income Taxes
The Company accounts for income
taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future
tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities
are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted
tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax
assets and liabilities is recognized in income in the period that includes the enactment date.
The Company recognizes deferred
tax assets to the extent that it believes these assets are more likely than not to be realized. In making such a determination, the Company
considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected
future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize
its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax
asset valuation allowance, which would reduce the provision for income taxes.
The Company records uncertain
tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) it determines whether it is more likely than not
that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet
the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent
likely to be realized upon ultimate settlement with the related tax authority.
The Company is considered
to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction. The company is not presently subject to
income taxes or income tax filing requirements in the Cayman Islands. As such, the company’s income tax provision was zero for the
period ending September 30, 2022.
Warrants
The Company accounts for
its Public and Private warrants as equity-classified instruments based on an assessment of the warrant’s specific terms and applicable
authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“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 ordinary shares, 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.
OXUS ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Warrants (Continued)
In addition to the 23,400,000
warrants (representing 15,000,000 Public Warrants (as defined at Note 3) included in the units and 8,400,000 Private Warrants) issued
by the Company at the close of the Initial Public Offering, a further 3,150,000 warrants (representing 2,250,000 Public Warrants (as defined
at Note 3) included in the units and 900,000 Private Warrants) were issued as a result of the underwriters’ full exercise of the
over-allotment options. All warrants were issued in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging —
Contracts in Entity’s Own Equity and they met the criteria for equity classification and are required to be recorded as part a component
of additional paid-in capital at the time of issuance.
Foreign Currency Transactions
Certain transactions are
denominated in a currency other than the Company’s functional currency of the U.S. dollar, and the Company generates assets and
liabilities that are fixed in terms of the amount of foreign currency that will be received or paid. At each balance sheet date, the Company
adjusts the assets and liabilities to reflect the current exchange rate, resulting in a translation gain or loss. Transaction gains and
losses are also realized upon a settlement of a foreign currency transaction in determining net loss for the period in which the transaction
is settled.
Recent Accounting Pronouncements
In August 2020, FASB issued
Accounting Standards Update (“ASU”) 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain
financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion
features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts
in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments
that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including
the requirement to use the if-converted method for all convertible instruments.
The provisions of ASU 2020-06
are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning
after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its condensed financial statements.
Management does not believe
that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the
Company’s condensed financial statements.
NOTE 3 – INITIAL PUBLIC OFFERING
Pursuant to the Initial Public
Offering, the Company offered for sale up to 15,000,000 Units (or 17,250,000 Units if the underwriters’ over-allotment option is
exercised in full) at a purchase price of $10.00 per Unit. Each Unit consists of one ordinary share and one warrant (“Public Warrant”).
Each Public Warrant will entitle the holder to purchase one ordinary share at an exercise price of $11.50 per share, subject to adjustment.
OXUS ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
NOTE 3 – INITIAL PUBLIC OFFERING (Continued)
On September 13, 2021, the
underwriters fully exercised their over-allotment option and purchased an additional 2,250,000 Units, generating additional gross proceeds
of approximately $22.50 million, and incurring additional cash underwriting discount of approximately $0.45 million. In connection with
the sale of Units pursuant to the over-allotment option, the Company sold an additional 900,000 Private Warrants to the Sponsor and the
underwriters generating additional gross proceeds of approximately $0.90 million. A total of approximately $23.4 million of the net proceeds
was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to approximately $175.95 million.
In connection with the Initial
Public Offering, the Company granted the underwriters an option to purchase 2,250,000 shares of the Company’s ordinary share at
the Initial Public Offering price, or $10.00 per share, for 45 days commencing on September 8, 2021 (grant date). Since this option extended
beyond the closing of the initial public offering, this option feature represented a call option that was accounted for under ASC 480,
Distinguishing Liabilities from Equity. Accordingly, the call option has been separately accounted for at a fair value with the change
in fair value between the grant date and September 13, 2021 recorded as other income. The Company used the Black-Scholes valuation model
to determine the fair value of the call option at the grant date and again at September 13, 2021 (refer to Note 8 for fair value information).
NOTE 4 – PRIVATE WARRANTS
Concurrently with the closing
of the Initial Public Offering, the Sponsor and the underwriters purchased an aggregate of 8,400,000 Private Warrants, generating gross
proceeds of $8.40 million in aggregate in a private placement. Each Private Warrant is exercisable for one ordinary share at a price of
$11.50 per share, subject to adjustment.
As a result of the underwriters’
election to fully exercise their over-allotment option on September 13, 2021, the Sponsor and the underwriters and its designees purchased
an additional 900,000 Private Warrants, at a purchase price of $1.00 per Private Warrant.
If the Company does not complete
a Business Combination within the Combination Period, the proceeds from the sale of the Private Warrants held in the Trust Account will
be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will expire
worthless.
NOTE 5 – RELATED PARTY TRANSACTIONS
Founder Shares
During the period from February
3, 2021 (inception) through March 22, 2021, the Sponsor paid $25,000 to cover certain formation and offering costs of the Company in consideration
for 8,625,000 shares of Class B ordinary shares (the “Founder Shares”).
The Founder Shares include
an aggregate of up to 1,125,000 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’
over-allotment is not exercised in full or in part, so that the number of Founder Shares will collectively represent 20% of the Company’s
issued and outstanding shares upon the completion of the Initial Public Offering.
OXUS ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
NOTE 5 – RELATED PARTY TRANSACTIONS (Continued)
Founder Shares (Continued)
The allocation of the Founder
Shares to the director nominees is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).
Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair
value of the 150,000 Founder Shares granted to the Company’s independent director nominees in July 2021 was $0.38 million or $2.54
per share. The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation
expense related to the Founder Shares is recognized only when the performance condition is met under the applicable accounting literature
in this circumstance. The fair value of the allocated Founder Shares was measured at fair value using a Black Scholes simulation model.
On May 31, 2022, Mr. Sergei
Ivashkovsky resigned from his position as independent director within the Company and returned 50,000 Founder Shares to the Sponsor. On
June 1, 2022, Mr. Karim Zahmoul was appointed as independent director. On June 7, 2022, 50,000 Founder Shares were transferred to Mr.
Karim Zahmoul by the Sponsor. The fair value of the 50,000 Founder Shares granted to the Mr. Karim Zahmoul on June 7, 2022 was $0.02 million
or $0.33 per share. The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination).
Compensation expense related to the Founder Shares is recognized only when the performance condition is met under the applicable accounting
literature in this circumstance. The fair value of the allocated Founder Shares was measured at fair value using a Monte Carlo simulation
model.
As of September 30, 2022
and December 31, 2021, the Company determined the performance conditions had not been met, and, therefore, no stock-based compensation
expense has been recognized. Stock-based compensation would be recognized at the date the performance conditions are met (i.e., upon consummation
of a Business Combination) in an amount equal to the number of Founder Shares vested times the grant date fair value per share (unless
subsequently modified) less the amount initially received for the purchase of the Founder Shares.
Through July 2021, the Sponsor
surrendered an aggregate 4,312,500 Founder Shares to the Company for no consideration. All shares and associated amounts have been retroactively
adjusted to reflect the share surrender.
As of September 30, 2022
and December 31, 2021, no Class B ordinary shares were available for forfeiture as a result of the underwriters’ full exercise of
the over-allotment option.
Founder Shares are subject
to lock-up until (i) with respect to 50% of the Founder Shares, the earlier of one year after the date of the consummation of the initial
Business Combination and the date on which the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted
for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period commencing
after the consummation of the initial Business Combination and (ii) with respect to the remaining 50% of the Founder Shares, the one-year
anniversary of the consummation of the initial Business Combination. Notwithstanding the foregoing, the Founder Shares will be released
earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, share exchange or other similar
transaction which results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other
property.
OXUS ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
NOTE 5 – RELATED PARTY TRANSACTIONS (Continued)
Underwriter Founder Shares
On March 23, 2021, the Company
had issued to its underwriters and/or its designees, an aggregate of 400,000 shares of Class A ordinary shares at $0.0001 per share (“Underwriter
Founder Shares”). The holders of the Underwriter Founder Shares have agreed not to transfer, assign or sell any such shares until
the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such
shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the
Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.
Through June 2021, the underwriters
and/or its designees effected surrendered an aggregate of 100,000 Underwriter Founder Shares to the Company for no consideration, resulting
in a decrease in the total number of Class A ordinary shares outstanding from 400,000 to 300,000. All shares and associated amounts have
been retroactively adjusted to reflect the share surrender.
In September 2021, subscription
receivable of $40 was received from the underwriters in connection with the issuance of Underwriter Founder Shares.
Promissory Note — Related Party
On March 22, 2021, the Sponsor
issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to
an aggregate principal amount of $0.30 million. The Promissory Note is non-interest bearing and payable on the earlier of June 30, 2021
or the consummation of the Initial Public Offering.
On June 25, 2021, the terms
of the Promissory Note were revised to be payable on the earlier of December 31, 2021, or the consummation of the Proposed Public Offering.
On September 8, 2021, the outstanding balance of $0.28 million
was repaid in full and is no longer available.
Related Party Loans
In addition, in order to
finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s
officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital
Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds
of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the
Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust
Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.
The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s
discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity.
The warrants would be identical to the Private Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have
not been determined and no written agreements exist with respect to such loans.
OXUS ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
NOTE 5 – RELATED PARTY TRANSACTIONS (Continued)
Related Party Loans (Continued)
On September 8, 2022, the
Company issued a promissory note for up to approximately $1.5 million (the “Note”) to the Sponsor, of which a balance of $nil
was outstanding under the Note as of September 30, 2022. The Note is non-interest bearing. The principal balance of Note shall be payable
on the date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the
Maker and one or more businesses (such date the “Maturity Date”).
NOTE 6 – COMMITMENTS AND CONTINGENCIES
Related Party Payable
At close of the Initial Public
Offering, the operating bank account of the Company held an excess of $0.86 million, resulting from an over funding in connection with
the close of the Initial Public Offering. On September 9, 2021, the over funding was returned to the Sponsor.
As of September 30,
2022, $0.06 million was due to the Sponsor in connection with professional fees paid on behalf of the Company.
Administrative Support Agreement
The Company has agreed to
pay the Sponsor a total of up to $10,000 per month in the aggregate for up to 18 months for office space, utilities and secretarial and
administrative support. Services commenced on the date the securities were first listed on the Nasdaq and will terminate upon the earlier
of the consummation by the Company of a Business Combination or the liquidation of the Company.
For the nine months ended
September 30, 2022, the Company has paid $0.06 million and accrued an additional $0.03 million for these services, of which such amount
is included in the operating costs on accompanying condensed statements of operations.
For the period from February 3, 2021 (inception) through September
30, 2021, such fees were not recorded.
Registration Rights
Pursuant to a registration
rights agreement entered into on September 2, 2021, the holders of the Founder Shares, Private Warrants, and warrants that may be issued
upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Warrants or warrants issued
upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration requiring the Company
to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A ordinary shares).
The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company
register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration
statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with
the filing of any such registration statements.
OXUS ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
NOTE 6 – COMMITMENTS AND CONTINGENCIES (Continued)
Business Combination Marketing Agreement
On September 2, 2021,
the Company has engaged EarlyBirdCapital, lnc. (“EarlyBirdCapital”) and Sova Capital Limited (“Sova
Capital”) as advisors in connection with a Business Combination to assist the Company in holding meetings with its
shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to
potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination,
assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and
public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital and Sova Capital a cash fee for
such services upon the consummation of a Business Combination of $4.50 million (or $5.23 million if the underwriters’
over-allotment is exercised in full) that equals to 3.0% of the gross proceeds of Initial Public Offering (exclusive of any
applicable finders’ fees which might become payable).
NOTE 7 – SHAREHOLDERS’ EQUITY
Preferred Shares
The Company is authorized to issue 5,000,000 preferred shares
with a par value of $0.0001 per preferred share.
As of September 30, 2022 and December 31, 2021, there were no preferred
shares issued or outstanding.
Class A Ordinary Shares
The Company is authorized
to issue up to 500,000,000 shares of Class A ordinary shares, with a par value of $0.0001 per share. Holders of the Company’s ordinary
shares are entitled to one vote for each share. Through December 31, 2021, the underwriters and/or its designees effected a surrender
of an aggregate of 100,000 Class A ordinary shares to the Company for no consideration, resulting in a decrease in the total number of
Class A ordinary shares outstanding from 400,000 to 300,000. All shares and associated amounts have been retroactively adjusted to reflect
the share surrender. At September 30, 2022 and December 31, 2021, there were 300,000 shares of Class A ordinary shares issued and outstanding,
which are non-redeemable. This number excludes 17,250,000 shares of Class A ordinary shares subject to possible redemption.
Class B Ordinary Shares
The Company is authorized
to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled
to one vote for each share. Through December 31, 2021, the Sponsor effected a surrender of an aggregate of 4,312,500 Class B ordinary
shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding from 8,625,000
to 4,312,500. All shares and associated amounts have been retroactively adjusted to reflect the share surrender. As of September 30, 2022
and December 31, 2021, there were 4,312,500 shares of Class B ordinary shares issued and outstanding. No Class B ordinary share was available
for forfeiture at balance sheet date, resulting from the underwriters’ full exercise of the over-allotment option.
OXUS ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
NOTE 7 – SHAREHOLDERS’ EQUITY (Continued)
Class B Ordinary Shares (Continued)
Holders of Class A ordinary
shares and holders of Class B ordinary shares, voting together as a single class, shall have the exclusive right to vote for the election
of directors and on all other matters submitted to a vote of the Company’s shareholder except as otherwise required by law. The
shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares on a one-for-one basis (A) at any
time and from time to time at the option of the holder thereof and (B) automatically on the business day following the closing of the
Business Combination, subject to adjustment. In the case that additional shares of Class A ordinary shares, or equity-linked securities,
are issued or deemed issued in excess of the amounts offered in the closing of a Business Combination, the ratio at which shares of Class
B ordinary shares shall convert into shares of Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding
shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number
of shares of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on
an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Initial Public
Offering plus all shares of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business
Combination. In addition, the calculation mentioned above will be subject to adjustment for stock splits, stock dividends, reorganizations,
recapitalizations and the like. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than
one to one.
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 30 days after the completion of a Business Combination.
Redemption of Warrants When
the Price per Share of Class A Ordinary shares Equals or Exceeds $18.00 — once the warrants become exercisable, the Company may
redeem the outstanding Public Warrants:
| ● | in whole and not in part; |
| ● | at a price of $0.01 per Public 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 ordinary shares for any 20 trading days
within a 30 trading day period ending three business days before sending the notice of redemption to warrant holders (the “Reference Value”) equals or exceeds $18.00 per
share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like). |
In addition, if (x) the Company
issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial
Business Combination at an issue price or effective issue price of less than $9.20 per share (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 our Sponsor or
its affiliates, without taking into account any, Founder Shares held by our Sponsor or such affiliates, as applicable, prior to such issuance)
(the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity
proceeds and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation
of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s
ordinary shares during the 20 trading day period starting on the trading day prior to the day on
which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share,
the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the
Newly Issued Price, and the $18.00 per share redemption trigger price described above in this section will be adjusted (to the nearest
cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
OXUS ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
NOTE 8 – FAIR VALUE MEASUREMENTS
The fair value
of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received
in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between
market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks
to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs
(internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to
classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
| ● | Level 1 – Quoted prices in active markets for identical assets or liabilities. An active
market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume
to provide pricing information on an ongoing basis. |
| ● | Level 2 – Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include
quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that
are not active. |
| ● | Level 3 – Unobservable inputs based on the Company’s assessment of the assumptions that market participants would
use in pricing the asset or liability |
The following table presents information
about the Company’s financial assets that are measured at fair value on a recurring basis as of September 30, 2022 by level within
the fair value hierarchy:
| |
Quoted
Prices in | | |
Significant
Other | | |
Significant
Other | |
| |
Active
Markets | | |
Observable
Inputs | | |
Unobservable
Inputs | |
Description | |
(Level 1) | | |
(Level 2) | | |
(Level 3) | |
Asset: | |
| | |
| | |
| |
Marketable securities held in Trust Account | |
$ | 177,013,836 | | |
$ | - | | |
$ | - | |
| |
$ | 177,013,836 | | |
$ | - | | |
$ | - | |
The following table presents information
about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2021 by level within
the fair value hierarchy:
| |
Quoted
Prices in | | |
Significant
Other | | |
Significant
Other | |
| |
Active
Markets | | |
Observable
Inputs | | |
Unobservable
Inputs | |
Description | |
(Level 1) | | |
(Level 2) | | |
(Level 3) | |
Asset: | |
| | |
| | |
| |
Marketable securities held in Trust Account | |
$ | 175,953,964 | | |
$ | - | | |
$ | - | |
| |
$ | 175,953,964 | | |
$ | - | | |
$ | - | |
NOTE 9 – SUBSEQUENT EVENTS
The Company evaluated subsequent
events and transactions that occurred after the condensed balance sheet date up to the date financial statements were issued. Other than
as described herein, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the
financial statements.