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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Large accelerated filer
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☐
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Accelerated filer
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☐
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☒
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Smaller reporting company
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Emerging growth company
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PART I. FINANCIAL INFORMATION
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Item 1.
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F-2
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F-2
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F-3
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F-4
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F-5
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F-6
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Item 2.
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22
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Item 3.
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26
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Item 4.
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26
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PART II. OTHER INFORMATION
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Item 1.
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28
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Item 1A.
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28 |
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Item 2.
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28 |
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Item 3.
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28 |
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Item 4.
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28 |
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Item 5.
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28 |
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Item 6.
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29 |
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PART III |
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30 |
ITEM 1. |
INTERIM FINANCIAL STATEMENTS
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March 31,
2023
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December 31,
2022
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ASSETS
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(unaudited) |
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Current assets
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Cash
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$ | $ | ||||||
Prepaid insurance
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Total current assets | ||||||||
Investment held in Trust Account
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Long-term prepaid insurance
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Total Assets
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$
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$ | |||||
LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
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Current Liabilities
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Accrued expenses | $ | $ | ||||||
Franchise tax payable
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Accounts payable
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Income tax payable
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Due to related party
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Total current liabilities
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Deferred underwriting fee payable
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Warrant liabilities
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Total Liabilities | $ |
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$ |
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Commitments and Contingencies (Note 6)
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Class A common stock subject to possible redemption, $
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Stockholders’ Deficit
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Preferred Stock - $
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Class A Common Stock - $
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Class B Common Stock - $
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Additional paid-in capital
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Accumulated deficit
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(
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)
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( |
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Total Stockholders’ Deficit
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(
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)
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( |
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Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit
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$
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$ |
For the three months
ended
March 31, 2023
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For the three months
ended March 31, 2022
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General and administrative costs/(reversal)
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$
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(
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)
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$ | ||||
Franchise tax expense
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Income (loss) from operations
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( |
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Other Income (expense):
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Change in fair value of warrant liabilities
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(
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)
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Income earned on investments in Trust Account
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Net income before provision for income taxes
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$ | $ | ||||||
Provision for income taxes
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Net income
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$
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$ | |||||
Weighted average Class A common stock outstanding, basic and diluted
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Basic and diluted net income per share, Class A
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$
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$ | |||||
Weighted average Class B common stock outstanding, basic and diluted
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Basic and diluted net income per share, Class B
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$
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$ |
Class B
Common Stock
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Additional
Paid-in
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Accumulated
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Total
Stockholders’
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|||||||||||||||||
Shares
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Amount
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Capital
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Deficit
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Deficit
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Balance at December 31, 2022
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$
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$
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$
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(
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)
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$
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(
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)
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Accretion of Class A common stock to redemption amount
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— | ( |
) | ( |
) | |||||||||||||||
Net Income
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— |
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Balance at March 31, 2023 (unaudited)
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$
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$
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$
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(
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)
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$
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(
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)
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Class B
Common Stock
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Additional
Paid-in
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Accumulated
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Total
Stockholders’
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|||||||||||||||||
Shares
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Amount
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Capital
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Deficit
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Deficit
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Balance at December 31, 2021
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$
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$
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$
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(
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)
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$
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(
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)
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Net Income
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— |
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Balance at March 31, 2022 (unaudited)
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$
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$
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$
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(
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)
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$
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(
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)
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For the three months ended |
For the three months ended | |||||||
March 31, |
March 31, | |||||||
2023 | 2022 | |||||||
Cash flow from operating activities:
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Net income
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$
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$ | |||||
Adjustments to reconcile net income to net cash used in operating activities:
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Income earned on investments in Trust Account
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( |
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Change in fair value of warrant liabilities
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( |
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Changes in operating assets and liabilities:
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Prepaid insurance
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Accounts payable
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( |
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Accrued expenses
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(
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)
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Franchise tax payable
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Income tax payable
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Due to related party
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Net Cash used in Operating Activities
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( |
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Net change in cash
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( |
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Cash at the beginning of the period
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Cash at the end of the period
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$
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$ |
For the three months
ended
March 31, 2023
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For the three months
ended
March 31, 2022
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Class A
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Class B
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Class A | Class B | |||||||||||||
EPS: Common Stock
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Numerator:
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Allocation of net income
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$
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$
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$ | $ | ||||||||||
Denominator:
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Basic and diluted weighted average shares outstanding
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Basic and diluted net income per share
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$
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$
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$ | $ |
Class A common stock subject to possible redemption at December 31, 2022
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$ |
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Add: |
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Accretion of carrying value to redemption value
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Class A common stock subject to possible redemption at March 31, 2023 |
$ |
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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.
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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.
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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.
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●
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in whole and not in part;
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at a price of $
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upon a minimum of
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if, and only if, the last reported sale price of the Class A common stock equals or exceeds $
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in whole and not in part;
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at a price of $
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upon a minimum of
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if, and only if, the last reported sale price of the Class A common stock equals or exceeds $
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if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current
prospectus relating thereto available throughout the
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if, and only if, the last reported sale price of the Company’s Class A common stock is less than $
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Description
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Level
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March 31, 2023
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December 31, 2022
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Assets:
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Investments held in Trust Account
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1
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$
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$
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Liabilities:
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Private Placement Warrants
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3
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$
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$
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Public Warrants
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2
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$
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Public Warrants |
1 | |
$ |
Input
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March 31,2023 |
December 31,2022 |
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Risk-free interest rate
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% |
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%
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Expected term (years)
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Expected volatility
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% |
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%
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Exercise price
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$ |
$
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Stock Price
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$ |
$
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• |
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 warrants.
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The expected life of the warrants is assumed to be equivalent to their remaining contractual term.
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The Company estimates the volatility of its shares of common stock based on historical volatility that matches the expected remaining life of the warrants.
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The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.
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Private
Placement
Warrants
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Fair value as of December 31, 2022
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$
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Change in valuation inputs or assumptions(1)
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Fair value as of March 31, 2023
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$ |
(1) |
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ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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ITEM 4. |
CONTROLS AND PROCEDURES
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ITEM 1. |
LEGAL PROCEEDINGS.
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ITEM 1A. |
RISK FACTORS.
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ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
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ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES.
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ITEM 4. |
MINE SAFETY DISCLOSURES.
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ITEM 5. |
OTHER INFORMATION.
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ITEM 6. |
EXHIBITS
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Exhibit
Number
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Description
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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.
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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.
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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.
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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.
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101.INS
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Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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101.SCH
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Inline XBRL Taxonomy Extension Schema Document.
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101.CAL
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Inline XBRL Taxonomy Extension Calculation Linkbase Document.
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101.DEF
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Inline XBRL Taxonomy Extension Definition Linkbase Document.
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101.LAB
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Inline XBRL Taxonomy Extension Label Linkbase Document.
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101.PRE
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Inline XBRL Taxonomy Extension Presentation Linkbase Document.
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104
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Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document, which is contained in Exhibit 101).
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AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION
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Date: May 26, 2023
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/s/ Dinakar Singh
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Dinakar Singh
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Chief Executive Officer and Interim Chief Financial Officer
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(Duly Authorized and Principal Executive Officer)
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