XML 94 R52.htm IDEA: XBRL DOCUMENT
v3.23.3

FAIR VALUE MEASUREMENTS | 6 Months Ended | 12 Months Ended
--- | --- | ---
Jun. 30, 2023 | Dec. 31, 2022
FAIR VALUE MEASUREMENTS |  |
FAIR VALUE MEASUREMENTS | NOTE 8 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and nonfinancial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Quoted | ​ | Significant | ​ | Significant
​ | ​ | ​ | ​ | ​ | Prices In | ​ | Other | ​ | Other
​ | ​ | ​ | ​ | ​ | Active | ​ | Observable | ​ | Unobservable
​ | ​ | June 30, | ​ | Markets | ​ | Inputs | ​ | Inputs
​ |  | 2023 |  | (Level 1) |  | (Level 2) |  | (Level 3)
Assets: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
U.S. Money Market held in Trust Account |  | $ | 8,097,937 |  | $ | 8,097,937 |  | $ | — |  | $ | —
Liabilities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Derivative Liability – Forward Purchase Agreement |  | $ | 597,285 |  | $ | — |  | $ | — |  | $ | 597,285
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Quoted | ​ | Significant | ​ | Significant
​ | ​ | ​ | ​ | ​ | Prices In | ​ | Other | ​ | Other
​ | ​ | ​ | ​ | ​ | Active | ​ | Observable | ​ | Unobservable
​ | ​ | December 31, | ​ | Markets | ​ | Inputs | ​ | Inputs
​ |  | 2022 |  | (Level 1) |  | (Level 2) |  | (Level 3)
Assets: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
U.S. Money Market held in Trust Account |  | $ | 117,191,410 |  | $ | 117,191,410 |  | $ | — |  | $ | —
​ The FPA is valued using PWERM and Reset Pricing and counterparty sales of Recycled Shares was modeled using a Monte Carlo simulation based on the stock price, settlement timing and market implied volatility. The PWERM is a multistep process in which value is estimated based on the probability-weighted present value of various future outcomes. The estimated fair value of the FPA liability is determined using Level 3 inputs. Inherent in the pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the FPA. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the FPA. The expected life of the FPA is assumed to be equivalent to its remaining contractual term. The initial fair value of the Forward Purchase Agreement as of January 10, 2023, was $430,021. The fair value of the Forward Purchase Agreement as of June 30, 2023 was $597,285, which resulted in a change in fair value of the Forward Purchase Agreement of $210,365 and $167,264 recorded in the statement of operations for the three and six months ended June 30, 2023, respectively. The key inputs of the models used to value the Company’s FPA were as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Initial Measurement Date of |  | ​ | ​ | ​
Input | ​ | January 10, 2023 | ​ | June 30, 2023 | ​
Risk-free interest rate |  | ​ | 4.63 | % |  | 5.42 | %
Remaining life (Yrs.) |  | ​ | 1.72 | ​ |  | 1.38 |
Expected volatility |  | ​ | 3.73 | % |  | — | %
Redemption Price | ​ | $ | — | ​ | $ | 10.55 | ​
Stock Price | ​ | $ | 10.48 | ​ | $ | 10.41 |
​ The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis for the three and six months ended June 30, 2023: ​
​ | ​ | Forward Purchase
​ |  | Agreement
Fair value as of January 1, 2023 | ​ | $ | —
Initial measurement on January 10, 2023 – Issuance | ​ |  | 430,021
Change in Fair Value | ​ |  | (43,101)
Fair value as of March 31, 2023 | ​ | $ | 386,920
Change in Fair Value | ​ | ​ | 210,365
Fair value as of June 30, 2023 | ​ | $ | 597,285
​ | NOTE 9 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and nonfinancial assets and liabilities that arere-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | ​ |  | Quoted |  | Significant |  | Significant
​ | ​ | ​ | ​ | ​ | Prices In | ​ | Other | ​ | Other
​ | ​ | ​ | ​ | ​ | Active | ​ | Observable | ​ | Unobservable
​ | ​ | December 31, | ​ | Markets | ​ | Inputs | ​ | Inputs
​ |  | 2022 |  | (Level 1) |  | (Level 2) |  | (Level 3)
Assets: |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
U.S. Money Market held in Trust Account | ​ | $ | 117,191,410 | ​ | $ | 117,191,410 | ​ | $ | — | ​ | $ | —
​ The Company did not have any assets measured at fair value on a recurring basis at December 31, 2021.

X
- References No definition available. + Details
Name: | us-gaap_FairValueDisclosuresAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482106/820-10-50-2 + Details
Name: | us-gaap_FairValueDisclosuresTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration