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Name | Symbol | Market | Type |
---|---|---|---|
AxonPrime Infrastructure Acquisition Corporation | NASDAQ:APMIU | NASDAQ | Trust |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.31 | 9.38 | 11.18 | 0 | 01:00:00 |
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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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23
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Item 3.
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29
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Item 4.
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29
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PART II. OTHER INFORMATION
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Item 1.
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30
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Item 1A.
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30
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Item 2.
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30
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Item 3.
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30
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Item 4.
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31 |
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Item 5.
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31
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Item 6.
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32
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33
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ITEM 1. |
INTERIM
FINANCIAL STATEMENTS
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June 30,
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 | ||||||||
Investments held in Trust Account
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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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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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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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( |
) | ||||
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
June 30, |
For the Six Months Ended
June 30,
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|||||||||||||||
2023 |
2022 |
2023 |
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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)
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$
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Franchise tax expense
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Loss from operations
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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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Other Income:
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||||||||||||||||
Change in fair value of warrant liabilities
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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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$ |
$
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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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$ |
$
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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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$ |
$
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$
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Class B
Common Stock
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Additional Paid-in | Accumulated |
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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||||||||||
Accretion of Class A common stock to redemption amount
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— | ( |
) | ( |
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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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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 June 30, 2023 (unaudited)
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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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||||||||||||||||
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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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|||||||||
Net Income
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—
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Balance at June 30, 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 Six Months Ended | For the Six Months Ended | |||||||
June 30, |
June 30, | |||||||
2023 | 2022 |
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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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( |
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Changes in operating assets and liabilities:
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||||||||
Prepaid expenses
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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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$ |
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For the three months
ended
June 30, 2023
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For the six months
ended
June 30, 2023
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Class A
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Class B
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Class A
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Class B
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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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$
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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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$
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$
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For the three months
ended
June 30, 2022
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For the six months
ended
June 30, 2022
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||||||||||||||
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Class A
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Class B
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Class A
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Class B
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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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$
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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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$
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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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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 June 30, 2023
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$
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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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●
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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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June 30, 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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$
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Public Warrants |
1 | $ |
$ |
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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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Change in valuation inputs or assumptions(1) |
( |
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Fair value as of June 30, 2023 | $ |
(1)
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Input
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June 30, 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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ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
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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 and Interim 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 and Interim 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: August 15, 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 Principal Executive Officer and Principal Accounting and Financial Officer)
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1. |
I have reviewed this Quarterly Report on Form 10-Q of AxonPrime Infrastructure Acquisition Corporation;
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this report;
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report;
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4. |
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
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a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such evaluation; and
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d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5. |
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
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a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to
record, process, summarize and report financial information; and
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b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Dated: August 15, 2023
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/s/ Dinakar Singh
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Dinakar Singh
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Chief Executive Officer and Interim Principal Accounting and Financial Officer
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(Principal Executive Officer)
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1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2. |
To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated: August 15, 2023
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/s/ Dinakar Singh
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Dinakar Singh
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Chief Executive Officer and Interim Principal Accounting and Financial Officer
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(Principal Executive Officer)
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UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
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Cash flow from operating activities: | ||||
Net income | $ 2,241,391 | $ 1,553,125 | $ 2,745,167 | $ 3,489,714 |
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Income earned on investments in Trust Account | (1,860,731) | (216,449) | (3,488,513) | (226,965) |
Change in fair value of warrant liabilities | (1,083,333) | (1,866,666) | (83,333) | (4,283,333) |
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 282,773 | 319,093 | ||
Accounts payable | (243,095) | 222,959 | ||
Accrued expenses | (170,604) | (89,208) | ||
Franchise tax payable | 100,000 | 100,000 | ||
Income tax payable | 732,588 | 0 | ||
Due to related party | 125,017 | 53,861 | ||
Net cash used in operating activities | 0 | (413,879) | ||
Net change in cash | 0 | (413,879) | ||
Cash at the beginning of the period | 35,275 | 449,254 | ||
Cash at the end of the period | $ 35,275 | $ 35,375 | $ 35,275 | $ 35,375 |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN |
6 Months Ended |
---|---|
Jun. 30, 2023 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN |
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN
AxonPrime Infrastructure Acquisition Corporation (the “Company”) is a blank check company incorporated in the state of Delaware on April 1, 2021.
The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company
is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of June 30, 2023, the Company had not yet identified or consummated a Business Combination. All activity for the period April 1, 2021 (inception) through June 30, 2023 relates to
the Company’s formation and the initial public offering (the “Initial Public Offering”) which is described below, and, since the closing of the Initial Public Offering, the Company’s search for Business Combination candidates. The Company will
not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public
Offering.
The Company’s sponsor is AxonPrime Infrastructure Sponsor LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering
was declared effective by the Securities and Exchange Commission (the “SEC”) on August 12, 2021. On August 17, 2021, the Company consummated its Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $150,000,000 (see
Note 3).
As part of the Initial Public Offering, certain institutional anchor investors (the “Institutional Anchor Investors”) not then affiliated with the
Company, the Sponsor, or the Company’s officers, directors, or any member of the Company’s management purchased an aggregate of 12,790,000
Units. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $127,900,000 which is included in the gross proceeds of $150,000,000.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 3,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50
per Private Placement Warrant in a private placement (“Private Placement”) to the Sponsor, generating gross proceeds of $5,000,000 (see
Note 4). Substantially concurrently with the closing of the Private Placement, the Sponsor sold an aggregate of 66,666 Private Placement
Warrants to the Institutional Anchor Investors for $100,000.
During the closing of the IPO, the Institutional Anchor Investors also purchased 650,000 shares of Class B common Stock from the Sponsor at the original purchase price of $0.003
per share (see Note 5). The Founder Shares (as defined in Note 5) will automatically convert into shares of Class A common stock at the time of the Company’s Business Combination on a one-for-one basis, subject to adjustment as provided in the Company’s final prospectus, dated August 12, 2021, as filed with the SEC on August 16, 2021 (“Final Prospectus”).
The Company incurred offering costs in the Public Offering totaling $8,703,625, consisting of $3,000,000 of underwriting fees, $5,250,000 of deferred underwriting fees and $453,625
of other offering costs.
Following the closing of the Initial Public Offering on August 17, 2021, an amount of $150,000,000 from the net proceeds of the sale of the Units in the Initial Public Offering and additional proceeds from the sale of the Private Placement Warrants were placed in a trust
account (the “Trust Account”) located in the United States and are invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with
a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) 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 Trust Account, as described below.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the
sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined above) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a
definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the
Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.
The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of
their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination pursuant to the proxy solicitation rules of the SEC or (ii) by means of a tender offer.
In connection with a proposed Business Combination, the Company will be required to seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of
whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and a majority of the outstanding shares voted are voted in favor of the Business Combination.
If the Company conducts redemptions of the Public Shares in connection with a Business Combination pursuant to the proxy solicitation rules in
conjunction with a shareholder meeting instead of pursuant to the tender offer rules, the Company’s second amended and restated certificate of incorporation (the “Certificate of Incorporation”) provides that a public stockholder, 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
seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.
The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax
obligations). The per-share amount to be distributed to shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. There will be no redemption rights upon the
completion of a Business Combination with respect to the Company’s warrants. These shares of Class A common stock are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in
accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”
If the Company is unable to conduct redemptions pursuant to the proxy solicitation rules as described above, the Company will, pursuant to its
Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to
completing a Business Combination.
The Company’s Sponsor, officers, directors, and advisors have agreed (a) to vote their Founder Shares (as defined in Note 5) and any Public
Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Certificate of Incorporation with respect to the Company’s pre-Business Combination activities
prior to the consummation of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including
the Founder Shares) into cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company is unable to conduct
redemptions pursuant to the proxy solicitation rules) or a vote to amend the provisions of the Certificate of Incorporation relating to shareholders’ rights of pre-Business Combination activity and (d) that the Founder Shares shall not
participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor and the Company’s officers, directors and advisors will be entitled to liquidating distributions from the Trust
Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. The Institutional Anchor Investors have agreed to (a) vote any Founder Shares held by
them in favor of the Company’s initial Business Combination, (b) subject any Founder Shares and Private Placement Warrants, if applicable, held by them to substantially the same transfer restrictions as the Founder Shares and Private Placement
Warrants, respectively, held by the Sponsor and the officers and directors described above and (c) waive any right, title, interest or claim of any kind in or to any monies held in the trust account (including applicable redemption rights or
rights to liquidating distributions), or any other asset of the Company as a result of any liquidation of the Company, with respect to any Founder Shares held by them.
If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or August 17, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up,
(ii) as promptly as reasonably possible but no more than
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 interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (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 stockholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the
approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for
claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination
within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that
the per share value of the assets remaining available for distribution will be less than the price per Unit of $10.00.The Sponsor has agreed that it will 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 entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to
below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day
of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes
payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor
will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the
Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only
assets are securities of the Company. Therefore, the Company cannot assure its shareholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third
parties including, without limitation, claims by vendors and prospective target businesses. 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 or other entities with which the Company does business, execute agreements with the Company waiving any
right, title, interest or claim of any kind in or to monies held in the Trust Account.
Liquidity and Going Concern
As of June 30, 2023, the Company has $35,275
in its operating bank account and working capital deficit of $2,687,299. To date, the Company’s liquidity needs have been satisfied
through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of
the Founder Shares (as defined in Note 5), a loan of approximately $121,000 pursuant to the Note issued to the Sponsor (see Note
5), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on September 8, 2021. In addition, in order to finance transaction costs in connection with a Business
Combination, the Company’s officers, directors and Initial Shareholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of June 30, 2023 and December 31, 2022, there was no written agreement in place for the Working Capital Loans.
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s
Ability to Continue as a Going Concern,” the Company has until August 17, 2023, to consummate the initial Business Combination. It is uncertain that the Company will be able to consummate the initial Business Combination by this time. If a
business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition, mandatory liquidation, should a business
combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the
Company be required to liquidate after August 17, 2023.
Management has determined that the Company will not be able to consummate an initial business combination by August 17,
2023, and pursuant to the Company’s Second Amended and Restated Certificate of Incorporation, the Company’s Board of Directors (the “Board”) has determined to (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than
business days thereafter, redeem the shares of the Company’s Class A Common
Stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding shares of the Class A Common Stock, which
redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject
to the approval of the holders of the Company’s Class B common stock and the Board, liquidate and dissolve.On August 15, 2023, each unit then outstanding will be separated into one share of Class A Common Stock and one-third of a
redeemable warrant to purchase shares of Class A Common Stock. The Company expects that the last day of trading of the Company’s shares of Class A Common Stock, redeemable warrants and units (collectively, the “Securities”) on Nasdaq will
be August 17, 2023. The Company expects that that Nasdaq will thereafter file with the SEC a Form 25 Notification of Removal from Listing and/or Registration (“Form 25”) to delist and deregister the Company’s Securities under Section
12(b) of the Exchange Act. As a result, the Securities will no longer be listed on Nasdaq. The Company thereafter intends to file a Form 15 Certification and Notice of Termination of Registration with the SEC, requesting that the
Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be terminated with respect to the Securities.
In order to provide for the disbursement of funds from the Company’s trust account, the Company will instruct
Computershare Trust Company, N.A., as trustee, to take all necessary actions to liquidate the securities held in the trust account. The proceeds thereof, less $100,000 of interest to pay dissolution expenses and net of taxes payable, will be held in a trust operating account while awaiting disbursement to the holders of the Class A Common Stock (the “Redemption
Amount”). All other costs and expenses associated with implementing the Company’s plan of dissolution will be funded from proceeds held outside of the trust account. The Company anticipates that (i) its shares of the Class A Common Stock,
as well as its publicly traded units and warrants, will cease trading as of the close of business on August 17, 2023 and (ii) the Redemption Amount will be paid on or about August 21, 2023, to holders of the shares of the of the Class A
Common Stock outstanding at the close of business on August 17, 2023, without any required action on their part, at which point such shares shall be deemed canceled and will represent only the right to receive the Redemption Amount.
Following such redemption, the shares of the Class A Common Stock will no longer be outstanding and the Company’s warrants will expire in accordance with their terms upon the liquidation of the Company. Beneficial owners of the shares of
the Class A Common Stock held in “street name,” will not need to take any action in order to receive their pro rata portion of the Redemption Amount. Holders of registered shares of the Class A Common Stock will need to present their
respective shares of the Class A Common Stock to the Company’s transfer agent, Computershare Trust Company, N.A., to receive their pro rata portion of the Redemption Amount.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity 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 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 period presented.
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, 2022 and filed with the SEC on May 2, 2023. The interim results
for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or any future period.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take
advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered
public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a
nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies
(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The
JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt
out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at
the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out
of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging
growth company that 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 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 revenues and expenses during the reporting period.
Estimates and judgements are used in, among other things, estimating fair value of warrant liabilities.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a
condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.
Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original
maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2023 and
December 31, 2022.
Investments Held in Trust Account
The Company’s portfolio of investments held in trust consists
solely of 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 investments in money market funds that invest in U.S. government securities, or a
combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited condensed
balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in income earned on investments in Trust Account in the accompanying unaudited condensed
statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Income Taxes
The Company complies with the accounting and reporting requirements
of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax
bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold and a measurement
attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by
taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no
unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022, respectively. The
Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.
The Company’s effective tax rate was 14.85% and 21.06% for the three and six months ended June 30, 2023,
respectively, and 0.00%
for the three and six months ended June 30, 2022. The Company’s effective income tax rate differed from the statutory rate of 21% primarily
due to the change in the valuation allowance for deferred tax assets related primarily to the capitalization of start-up costs.
The Company has identified the United States as its only “major” tax jurisdiction. The Company is
incorporated in the state of Delaware and is required to pay franchise taxes to the state of Delaware on an annual basis.
Net Income per Share of Common Stock
The Company complies with
accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. The
Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Accretion associated with the redeemable shares of Class A common
stock is excluded from earnings per share as the redemption value approximates fair value.
The calculation of diluted
income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. The
warrants are exercisable to purchase 8,333,333 shares of Class A common stock in the aggregate. At June 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts
that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income per common stock is the same as basic net income per common stock for the periods presented.
The following tables reflect the calculation of basic and diluted
net income per share (in dollars, except per share amounts):
Offering Costs Associated with the Initial Public Offering
Offering costs of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering were charged to temporary
equity at the completion of the Initial Public Offering.
Offering costs are allocated to the separable financial instruments issued in the Initial Public
Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as other income (expense) in the unaudited condensed statements of operations. Offering costs associated with the Public Shares were charged to the carrying value of the shares of Class A common stock subject to possible redemption upon the
completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current
liabilities.
Warrant Liabilities
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB 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 common stock, among other conditions for equity
classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the
warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at
their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed statements of operations. The
fair value of the private warrants was estimated using a Black Scholes model-based approach (see Note 10). The measurements of fair market value of the Public Warrants were initially estimated using a Monte Carlo simulation model-based
approach. As of June 30, 2023 and December 31, 2022, the Public warrants are calculated based on the market price of the Public Warrants, which trade under the ticker symbol APMIW.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution, which at times may
exceed the Federal Deposit Insurance Corporation (“FDIC”) coverage limit of $250,000. The Company has not experienced losses on this account, however, any loss incurred or lack of access to such funds could have significant adverse impact on the
Company’s financial condition, results of operations and cash flows.
Class A Common Stock Subject to Possible Redemption
The Company accounts for its Class A common stock subject
to possible redemption in accordance with the guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity.” The shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are
measured at fair value. Conditionally redeemable shares of Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of
uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that
are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 15,000,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance
sheets.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the
redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. 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 common stock resulted in charges against additional paid-in capital and accumulated deficit.
At June 30, 2023, the Class A common stock reflected in the balance sheets is reconciled
in the following table:
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities approximates the carrying amounts
represented in the accompanying condensed balance sheets, primarily due to their short-term nature.
The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework.
ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the
measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions
that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the
entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.
Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active
market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level 2 — Inputs to the fair value measurement are determined using prices for
recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3 — Inputs to the fair value measurement are unobservable inputs, such as
estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.
Recently Issued Accounting Standards
In August 2020, the FASB issued 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. ASU 2020-06 is
effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial
position, results of operations or cash flows.
The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would
have a material effect on the Company’s unaudited condensed financial statements.
|
INITIAL PUBLIC OFFERING |
6 Months Ended |
---|---|
Jun. 30, 2023 | |
INITIAL PUBLIC OFFERING [Abstract] | |
INITIAL PUBLIC OFFERING |
NOTE 3. INITIAL PUBLIC OFFERING
On August 17, 2021, the Company sold 15,000,000
Units at $10.00 per Unit, generating gross proceeds of $150,000,000, and incurring offering costs totaling $8,703,625, consisting of $3,000,000 of underwriting fees, $5,250,000
of deferred underwriting fees and $453,625 of other offering costs. Each Unit consists of one of the Company’s Class A common stock, par value $0.0001 per
share, and
of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A common stock at an exercise price of $11.50
per whole share (see Note 8).As part of the Initial Public Offering, certain Institutional Anchor Investors not then affiliated with the Company, the Sponsor, or the Company’s
officers, directors, or any member of the Company’s management purchased an aggregate of 12,790,000 Units at the offering price of $10.00 per Unit.
|
PRIVATE PLACEMENT |
6 Months Ended |
---|---|
Jun. 30, 2023 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT |
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 3,333,333 Private Placement Warrants at a price of $1.50 per warrant,
generating total proceeds of $5,000,000 to the Company. Substantially concurrently with the closing of the Private Placement, the Sponsor
sold an aggregate of 66,666 Private Placement Warrants to the Institutional Anchor Investors for $100,000.
Each Private Placement Warrant is identical to the warrants offered in the Initial Public Offering, except there will be no redemption rights or
liquidating distributions from the trust account with respect to Private Placement Warrants, which will expire worthless if the Company does not consummate a Business Combination within the Combination Period.
|
RELATED PARTY TRANSACTIONS |
6 Months Ended |
---|---|
Jun. 30, 2023 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS |
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares and Initial Public Offering
On April 9, 2021, one of the Company’s founders paid $25,000,
or approximately $0.003 per share, to cover certain offering costs in consideration for 8,625,000 Class B common stock, par value $0.0001 (the “Founder
Shares”). Subsequently, on April 19, 2021, all Founder Shares were assigned to the Sponsor. On July 6, 2021, the Sponsor surrendered an aggregate of 4,312,500
shares of Class B common stock for no consideration, which were cancelled resulting in an aggregate of 4,312,500 shares of Class B
common stock outstanding as of such date. Also on July 6, 2021, the Sponsor
transferred an aggregate of 25,000 Founder Shares to each of the Company’s independent director nominees (75,000 shares in total) at their original issue price.
The Company granted the underwriter a 45-day
option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 2,250,000 additional Units to
cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. Following the expiration of the underwriter’s over-allotment option on September 26, 2021, 562,500 Founder
Shares were forfeited by the Sponsor resulting in an aggregate amount outstanding of 3,750,000 Founder Shares as of June 30, 2023
and December 31, 2022.
The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) one year after the completion of
a Business Combination or (B) following the completion of an initial Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s shareholders
having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at
least 150 days after the Business Combination, the Founder Shares will be released from the lock-up.
In connection with the closing of the Initial Public Offering, the Sponsor sold 650,000 shares of Class B common stock to the Institutional Anchor Investors at the original purchase price of $0.003 per share.
In addition, certain investment funds managed by an affiliate of the Sponsor purchased an aggregate of 15,000,000 Units as part of the Initial Public Offering. These Units were sold at the public offering price of $10.00 per Unit, generating gross proceeds to the Company of $150,000,000.
Promissory Note — Related Party
On April 9, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note is non-interest bearing and is payable on the earlier of (i) December
31, 2021 or (ii) the consummation of the Initial Public Offering. The Company
borrowed approximately $121,000 under the Note. The Company fully repaid this balance on September 8, 2021. As of June 30, 2023 and December 31, 2022, there were no amounts outstanding on the Note and it is no longer available to the Company.
Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the
Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon
consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon
consummation of a Business Combination into warrants at a price of $1.50 per warrant. The warrants will be identical to the Private
Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to
repay the Working Capital Loans. As of June 30, 2023 and December 31,
2022, there were no such agreements for Working Capital Loans in place.
Administrative Services Agreement
Commencing on the date the Company’s securities were first listed, the Company agreed to pay the Sponsor a total of $10,000
per month for office space, secretarial and administrative services provided to the members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these
monthly fees. The Company incurred approximately $30,000 and $60,000 in connection with such services for the three and six months ended June 30, 2023 and 2022, respectively, in formation costs and other operating expenses in the accompanying
unaudited condensed statements of operations, and which remains included in accrued expenses in the balance sheets. As of June 30, 2023 and December 31, 2022, there were amounts of $180,000
and $120,000 in accrued administrative services, respectively.
Due to Related Party
The Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to pay expenses on behalf of the Company. As of June 30, 2023 and December 31, 2022, the total amount
due to Sponsor was $356,422 and $231,405,
respectively.
|
COMMITMENTS AND CONTINGENCIES |
6 Months Ended |
---|---|
Jun. 30, 2023 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES |
NOTE 6. COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and
in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement signed on the closing date of the Initial Public Offering, requiring the Company to register such
securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to
registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses
incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriter a 45-day
option to purchase up to 2,250,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting
discounts and commissions. The underwriter’s over-allotment option was not exercised and expired on September 26, 2021.
The underwriter was paid a cash underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering, or $3,000,000, in connection with the
Initial Public Offering. In addition, the underwriter is entitled to a deferred fee of
(3.50%) of the gross proceeds of the Initial Public Offering, or $5,250,000. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the
underwriting agreement.Risks and Uncertainties
Management is currently evaluating the impact of the COVID-19
pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily
determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
In February 2022, a military conflict started between Russia and Ukraine. The ongoing military conflict has provoked strong reactions from
the United States, the UK, the European Union and various other countries around the world, including the imposition of broad financial and economic sanctions against Russia. Further, the precise effects of the ongoing military conflict and
these sanctions on the global economies remain uncertain as of the date of these unaudited condensed financial statements. The specific impact on the Company’s financial condition, results of operations and cash flows is also not determinable as of the date of these
audited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
On May 1, 2023, First Republic Bank,
located in San Francisco, California, was closed by the California Department of Financial Protection and Innovation. The Company maintains cash balances at financial institutions which are currently within the FDIC insurance limit. Any
failure of a depository institution to return any of deposits, or any other adverse conditions in the financial or credit markets affecting depository institutions, could impact access to the Company’s invested cash and could adversely impact
the Company’s operations, liquidity and operating results.
Inflation Reduction Act of 2022
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed
on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for
purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition,
certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.
Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business
Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a
number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of
any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of
regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The
foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.
|
WARRANT LIABILITIES |
6 Months Ended | ||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||
WARRANT LIABILITIES [Abstract] | |||||||||||||||||||||
WARRANT LIABILITIES |
NOTE 7. WARRANT LIABILITIES
The Company accounts for the 8,333,333
warrants issued in connection with the Initial Public Offering (5,000,000 Public Warrants and 3,333,333 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for
equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company has classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such
re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statements of operations.
Public Warrants may only be exercised for a whole number of shares. No fractional shares will be
issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the
consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will
expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to
settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is
current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise
their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.
The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance, under the Securities Act,
of the Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to
cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration
statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day
after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise
warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.
Redemption of public warrants when the price per Class A common stock equals or
exceeds $18.00. Once the
public warrants become exercisable, the Company may redeem the Public Warrants for redemption:
The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the
issuance of the Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for
sale under all applicable state securities laws.
Redemption of warrants when the price per Class A common stock equals or exceeds $10.00. Once the Warrants become exercisable, the Company may redeem the Warrants for redemption:
If and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of
common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.
The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances
including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business
Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the
Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management will have the option to require all holders
that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the Public Warrants may be adjusted in certain
circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. If the Company is unable to complete a Business Combination within the Combination Period and the Company
liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect
to such warrants. Accordingly, the warrants may expire worthless.
In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in
connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share
of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any
Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial
Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock 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 will be adjusted (to the nearest cent) to be equal to 180% of the greater of the
Market Value and the Newly Issued Price.
The Private Placement Warrants will be identical to the Public Warrants included in the Units being sold in the Initial Public Offering, except that
the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will
be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement
Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
|
STOCKHOLDERS' DEFICIT |
6 Months Ended |
---|---|
Jun. 30, 2023 | |
STOCKHOLDERS' DEFICIT [Abstract] | |
STOCKHOLDERS' DEFICIT |
NOTE 8. STOCKHOLDERS’ DEFICIT
Preferred stock — The Company is authorized to issue 1,000,000 shares of preferred
stock, of par value $0.0001 per share. At June 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.
Class A common stock — The Company is authorized to issue up to 100,000,000 shares of Class A
common stock, par value $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. At June 30, 2023 and December 31, 2022, there were no shares of Class A common stock issued or outstanding (excluding 15,000,000 shares subject to possible
redemption).
Class B common stock — The Company is authorized to issue up to 50,000,000 shares of Class B
common stock, $0.0001 par value common stock. Holders of the Company’s Class B common stock are entitled to one vote for each share. At June 30, 2023 and December 31, 2022, there were 3,750,000 shares of Class B common stock issued or outstanding.
On April 9, 2021, one of the Company’s founders purchased an aggregate of 8,625,000 founder shares for an aggregate purchase price of $25,000,
or approximately $0.003 per share. On April 19, 2021, the founder shares were assigned to the Company’s sponsor for the same purchase
price that was initially paid by one of the Company’s founders.
On July 6, 2021, the Sponsor surrendered an aggregate of 4,312,500 shares of Class B common stock for no consideration, which were cancelled resulting in an aggregate of 4,312,500 shares of Class B common stock outstanding as of such date. Of the 4,312,500
shares of Class B common stock, an aggregate of 562,500 shares was subject to forfeiture to the Company for no consideration to the
extent that the underwriter’s over-allotment option is not exercised in full or in part, so that the initial stockholders collectively own 20%
of the Company’s issued and outstanding common stock after the Initial Public Offering (excluding the Private Placement Shares and assuming the initial stockholders do not purchase any Class A common stock in the Initial Public Offering). Also on
July 6, 2021, the Sponsor transferred an aggregate of 25,000 shares of Class B common stock to each of the Company’s independent
director nominees (75,000 shares in total) at their original purchase price.
On August 17, 2021, the Institutional Anchor Investors also purchased 650,000 shares of Class B common Stock from the Sponsor at the original purchase price of $0.003
per share. The Founder Shares will automatically convert into shares of Class A common stock at the time of the Company’s initial business combination on a one-for-one basis, subject to adjustment as provided in the Final Prospectus.
Following the expiration of the underwriter’s over-allotment option, an aggregate of 3,750,000 founder shares were
issued and outstanding as of June 30, 2023 and December 31, 2022,
(reflecting the forfeiture by the Sponsor of 562,500 founder shares).
The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional
shares of Class A common stock, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B
common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance)
so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity linked
securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to
the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as
provided above, at any time.
The Company may issue additional common stock or preference shares to complete its Business Combination or under an employee incentive plan after
completion of its Business Combination.
|
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION |
6 Months Ended |
---|---|
Jun. 30, 2023 | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION [Abstract] | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION |
NOTE 9. CLASS A ORDINARY
SHARES SUBJECT TO POSSIBLE REDEMPTION
The Company’s Class A
common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The Company is authorized to issue 100,000,000 shares of Class A ordinary shares with a par value of $0.0001
per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. Accordingly, as of June 30, 2023
and December 31, 2022, 15,000,000 shares of Class A common stock subject to possible redemption are presented as temporary equity,
outside of the stockholders’ deficit section of the Company’s condensed balance sheets.
|
FAIR VALUE MEASUREMENTS |
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FAIR VALUE MEASUREMENTS [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS |
NOTE 10. 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 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:
Warrants
The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the unaudited condensed
balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the unaudited condensed statements of operations.
Initial Measurement
The Company established the initial fair value for the Warrants on August 17, 2021, using a Monte Carlo simulation model for both the Public
Warrants and the Private Placement Warrants. The Company allocated the proceeds received from (i) the Sale of Units (which is inclusive of one
share of Class A common stock, and
of one Public Warrant), and (ii) the sale of Private Placement Warrants, and first to the
Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption, Class A common stock based on their relative fair values at the initial
measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.
Subsequent Measurement
The
subsequent measurement of the Public Warrants as of June 30, 2023 were classified as Level 2 due to the fact that the fair value was based on quoted market prices from an inactive market. At December 31, 2022, they were classified as Level 1 due
to the use of an observable market quote in an active market under the ticker APMIW. At the subsequent measurement date of June 30, 2023 and December 31, 2022, the Private Placement Warrants were fair valued using the Black Scholes method. The
fair value classification for Private Placement Warrants remains unchanged as Level 3 from their initial valuation.
The following table presents the changes in the fair value of warrant liabilities:
The key inputs into the Black Scholes model for the Private Placement Warrants were as follows:
Inherent in an options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend
yield.
|
SUBSEQUENT EVENTS |
6 Months Ended |
---|---|
Jun. 30, 2023 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS |
NOTE 11. SUBSEQUENT EVENTS
Management
of the Company evaluated events that have occurred after the condensed balance sheet date through the date the unaudited condensed financial statements were issued. Based upon the review, management did not identify any recognized or non-recognized
subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements, except for the following:
On
August 10, 2023, the Company announced that it will not be able to consummate an initial business combination by August 17, 2023. Accordingly, promptly after August 17, 2023, the Company intends to liquidate in accordance with the provisions
of its Second Amended and Restated Certificate of Incorporation.
On
August 15, 2023, each unit then outstanding will be separated into one share of Class A Common Stock and
of a redeemable warrant to purchase shares of Class A Common Stock (the “Redeemable Warrants”). It is currently expected that record
holders as of August 17, 2023 will receive their pro rata portion of funds (less taxes and up to $100,000 of interest to pay
dissolution expenses) from the Trust Account of the Company on or about August 21, 2023. The Company’s Sponsor waived its liquidation rights with respect to its outstanding common stock issued prior to the Company’s initial public offering.
There will be no liquidating distributions with respect to the Company’s Redeemable Warrants. The Company expects that the last day
of trading of the Company’s shares of Class A Common Stock, Redeemable Warrants and units on the Nasdaq Stock Market LLC will be August 17, 2023. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation |
Basis of Presentation
The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity 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 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 period presented.
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, 2022 and filed with the SEC on May 2, 2023. The interim results
for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or any future period.
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Use of Estimates |
Use of Estimates
The preparation of financial statements in conformity with GAAP requires 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 revenues and expenses during the reporting period.
Estimates and judgements are used in, among other things, estimating fair value of warrant liabilities.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a
condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.
Accordingly, the actual results could differ significantly from those estimates.
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Cash and Cash Equivalents |
Cash and Cash Equivalents
The Company considers all short-term investments with an original
maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2023 and
December 31, 2022.
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Investments Held in Trust Account |
Investments Held in Trust Account
The Company’s portfolio of investments held in trust consists
solely of 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 investments in money market funds that invest in U.S. government securities, or a
combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited condensed
balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in income earned on investments in Trust Account in the accompanying unaudited condensed
statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
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Income Taxes |
Income Taxes
The Company complies with the accounting and reporting requirements
of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax
bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold and a measurement
attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by
taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no
unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022, respectively. The
Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.
The Company’s effective tax rate was 14.85% and 21.06% for the three and six months ended June 30, 2023,
respectively, and 0.00%
for the three and six months ended June 30, 2022. The Company’s effective income tax rate differed from the statutory rate of 21% primarily
due to the change in the valuation allowance for deferred tax assets related primarily to the capitalization of start-up costs.
The Company has identified the United States as its only “major” tax jurisdiction. The Company is
incorporated in the state of Delaware and is required to pay franchise taxes to the state of Delaware on an annual basis.
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Net Income per Share of Common Stock |
Net Income per Share of Common Stock
The Company complies with
accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. The
Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Accretion associated with the redeemable shares of Class A common
stock is excluded from earnings per share as the redemption value approximates fair value.
The calculation of diluted
income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. The
warrants are exercisable to purchase 8,333,333 shares of Class A common stock in the aggregate. At June 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts
that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income per common stock is the same as basic net income per common stock for the periods presented.
The following tables reflect the calculation of basic and diluted
net income per share (in dollars, except per share amounts):
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Offering Costs Associated with the Initial Public Offering |
Offering Costs Associated with the Initial Public Offering
Offering costs of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering were charged to temporary
equity at the completion of the Initial Public Offering.
Offering costs are allocated to the separable financial instruments issued in the Initial Public
Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as other income (expense) in the unaudited condensed statements of operations. Offering costs associated with the Public Shares were charged to the carrying value of the shares of Class A common stock subject to possible redemption upon the
completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current
liabilities.
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Warrant Liabilities |
Warrant Liabilities
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB 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 common stock, among other conditions for equity
classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the
warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at
their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed statements of operations. The
fair value of the private warrants was estimated using a Black Scholes model-based approach (see Note 10). The measurements of fair market value of the Public Warrants were initially estimated using a Monte Carlo simulation model-based
approach. As of June 30, 2023 and December 31, 2022, the Public warrants are calculated based on the market price of the Public Warrants, which trade under the ticker symbol APMIW.
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Concentration of Credit Risk |
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution, which at times may
exceed the Federal Deposit Insurance Corporation (“FDIC”) coverage limit of $250,000. The Company has not experienced losses on this account, however, any loss incurred or lack of access to such funds could have significant adverse impact on the
Company’s financial condition, results of operations and cash flows.
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Class A Common Stock Subject to Possible Redemption |
Class A Common Stock Subject to Possible Redemption
The Company accounts for its Class A common stock subject
to possible redemption in accordance with the guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity.” The shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are
measured at fair value. Conditionally redeemable shares of Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of
uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that
are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 15,000,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance
sheets.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the
redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. 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 common stock resulted in charges against additional paid-in capital and accumulated deficit.
At June 30, 2023, the Class A common stock reflected in the balance sheets is reconciled
in the following table:
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Fair Value of Financial Instruments |
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities approximates the carrying amounts
represented in the accompanying condensed balance sheets, primarily due to their short-term nature.
The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework.
ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the
measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions
that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the
entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.
Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active
market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level 2 — Inputs to the fair value measurement are determined using prices for
recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3 — Inputs to the fair value measurement are unobservable inputs, such as
estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.
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Recently Issued Accounting Standards |
Recently Issued Accounting Standards
In August 2020, the FASB issued 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. ASU 2020-06 is
effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial
position, results of operations or cash flows.
The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would
have a material effect on the Company’s unaudited condensed financial statements.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Calculation of Basic and Diluted Net Income Per Common Stock |
The following tables reflect the calculation of basic and diluted
net income per share (in dollars, except per share amounts):
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Class A Common Stock Subject to Possible Redemption |
At June 30, 2023, the Class A common stock reflected in the balance sheets is reconciled
in the following table:
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FAIR VALUE MEASUREMENTS (Tables) |
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Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis |
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:
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Changes in Fair Value of Level 3 Warrant Liabilities |
The following table presents the changes in the fair value of warrant liabilities:
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Key Inputs Into the Monte Carlo Simulation Model |
The key inputs into the Black Scholes model for the Private Placement Warrants were as follows:
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) - USD ($) |
Jun. 30, 2023 |
Dec. 31, 2022 |
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Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($) |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
Dec. 31, 2022 |
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Income Taxes [Abstract] | |||||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | ||
Accrued interest and penalties | $ 0 | $ 0 | $ 0 | ||
Effective tax rate | 14.85% | 0.00% | 21.06% | 0.00% | |
Statutory tax rate | 21.00% |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Class A Common Stock Subject to Possible Redemption (Details) - USD ($) |
3 Months Ended | ||
---|---|---|---|
Jun. 30, 2023 |
Mar. 31, 2023 |
Dec. 31, 2022 |
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Class A Common Stock Subject to Possible Redemption [Abstract] | |||
Class A common stock subject to possible redemption | $ 154,305,400 | $ 151,265,672 | |
Class A Common Stock [Member] | |||
Class A Common Stock Subject to Possible Redemption [Abstract] | |||
Common stock, subject to possible redemption (in shares) | 15,000,000 | 15,000,000 | |
Initial Public Offering [Member] | |||
Class A Common Stock Subject to Possible Redemption [Abstract] | |||
Accretion of carrying value to redemption value | $ 1,740,241 | $ 1,299,487 | |
Initial Public Offering [Member] | Class A Common Stock [Member] | |||
Class A Common Stock Subject to Possible Redemption [Abstract] | |||
Class A common stock subject to possible redemption | $ 154,305,440 | $ 152,565,159 | $ 151,265,672 |
PRIVATE PLACEMENT (Details) - Private Placement [Member] - Private Placement Warrants [Member] |
Aug. 17, 2021
USD ($)
$ / shares
shares
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Private Placement [Abstract] | |
Warrants issued (in shares) | shares | 3,333,333 |
Share price (in dollars per share) | $ / shares | $ 1.5 |
Gross proceeds from issuance of warrants | $ | $ 5,000,000 |
Institutional Anchor Investors [Member] | |
Private Placement [Abstract] | |
Warrants issued (in shares) | shares | 66,666 |
Gross proceeds from issuance of warrants | $ | $ 100,000 |
RELATED PARTY TRANSACTIONS, Related Party (Details) - Sponsor [Member] - Promissory Note [Member] - USD ($) |
Sep. 08, 2021 |
Jun. 30, 2023 |
Dec. 31, 2022 |
Apr. 09, 2021 |
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Promissory Note [Abstract] | ||||
Related party maximum borrowing amount | $ 300,000 | |||
Related party outstanding notes payable | $ 0 | $ 0 | $ 121,000 | |
Repayments of due amount | $ 121,000 |
RELATED PARTY TRANSACTIONS, Related Party Loans (Details) - Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] - Working Capital Loans [Member] - USD ($) |
Jun. 30, 2023 |
Dec. 31, 2022 |
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Related Party Loans [Abstract] | ||
Loans that can be converted into Warrants at lenders' discretion | $ 1,500,000 | |
Conversion price (in dollars per share) | $ 1.5 | |
Related party outstanding notes payable | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS, Administrative Services Agreement (Details) - USD ($) |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
Dec. 31, 2022 |
|
Administrative Support Agreement [Abstract] | |||||
Accrued administrative services | $ 304,830 | $ 304,830 | $ 475,434 | ||
Sponsor [Member] | Administrative Support Agreement [Member] | |||||
Administrative Support Agreement [Abstract] | |||||
Related party transaction amount | 10,000 | ||||
Fees incurred | 30,000 | $ 30,000 | 60,000 | $ 60,000 | |
Accrued administrative services | $ 180,000 | $ 180,000 | $ 120,000 |
RELATED PARTY TRANSACTIONS, Due to Related Party (Details) - USD ($) |
Jun. 30, 2023 |
Dec. 31, 2022 |
---|---|---|
Due to Related Party [Abstract] | ||
Due to related party | $ 356,422 | $ 231,405 |
Sponsor [Member] | ||
Due to Related Party [Abstract] | ||
Due to related party | $ 356,422 | $ 231,405 |
COMMITMENTS AND CONTINGENCIES (Details) |
6 Months Ended | |
---|---|---|
Aug. 17, 2021
USD ($)
shares
|
Jun. 30, 2023
Demand
|
|
Registration Rights [Abstract] | ||
Number of demands entitled to holders | Demand | 3 | |
Underwriting Agreement [Abstract] | ||
Underwriting fee discount percentage | 2.00% | |
Underwriting discount | $ 3,000,000 | |
Deferred underwriting fee percentage | 3.50% | |
Deferred underwriting fees | $ 5,250,000 | |
Over-Allotment Option [Member] | ||
Underwriting Agreement [Abstract] | ||
Term of option for underwriters to purchase additional units to cover over-allotments | 45 days | |
Additional units that can be purchased to cover over-allotments (in shares) | shares | 2,250,000 |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Details) - Class A Common Stock [Member] |
6 Months Ended | |
---|---|---|
Jun. 30, 2023
Vote
$ / shares
shares
|
Dec. 31, 2022
$ / shares
shares
|
|
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | ||
Common stock, shares authorized (in shares) | 100,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Number of votes per share | Vote | 1 | |
Common stock, subject to possible redemption (in shares) | 15,000,000 | 15,000,000 |
FAIR VALUE MEASUREMENTS, Assets and Liabilities Measured at Fair Value (Details) - USD ($) |
Jun. 30, 2023 |
Dec. 31, 2022 |
Aug. 17, 2021 |
---|---|---|---|
Liabilities [Abstract] | |||
Warrant liabilities | $ 250,000 | $ 333,333 | |
Class A Common Stock [Member] | |||
Initial Measurement [Abstract] | |||
Number of securities included in each unit (in shares) | 1 | ||
Public Warrants [Member] | |||
Initial Measurement [Abstract] | |||
Number of securities included in each unit (in shares) | 0.33 | ||
Recurring [Member] | Level 1 [Member] | |||
Assets [Abstract] | |||
Investments held in Trust Account | 155,661,838 | 152,173,325 | |
Recurring [Member] | Level 1 [Member] | Public Warrants [Member] | |||
Liabilities [Abstract] | |||
Warrant liabilities | 0 | 200,000 | |
Recurring [Member] | Level 2 [Member] | Public Warrants [Member] | |||
Liabilities [Abstract] | |||
Warrant liabilities | 150,000 | 0 | |
Recurring [Member] | Level 3 [Member] | Private Placement Warrants [Member] | |||
Liabilities [Abstract] | |||
Warrant liabilities | $ 100,000 | $ 133,333 |
FAIR VALUE MEASUREMENTS, Key Inputs (Details) |
Jun. 30, 2023 |
Dec. 31, 2022 |
---|---|---|
Valuation Technique and Input, Description [Abstract] | ||
Expected term | 5 years | |
Risk-free Interest Rate [Member] | ||
Valuation Technique and Input, Description [Abstract] | ||
Measurement input | 0.0543 | 0.0451 |
Expected Term [Member] | ||
Valuation Technique and Input, Description [Abstract] | ||
Expected term | 3 months 3 days | 1 year 8 months 12 days |
Expected Volatility [Member] | ||
Valuation Technique and Input, Description [Abstract] | ||
Measurement input | 0.028 | 0.049 |
Exercise Price [Member] | ||
Valuation Technique and Input, Description [Abstract] | ||
Measurement input | 11.5 | 11.5 |
Stock Price [Member] | ||
Valuation Technique and Input, Description [Abstract] | ||
Measurement input | 10.28 | 10 |
FAIR VALUE MEASUREMENTS, Change in Fair Value of Level 3 Warrant Liabilities (Details) - Private Placement Warrants [Member] - USD ($) |
3 Months Ended | |||
---|---|---|---|---|
Jun. 30, 2023 |
Mar. 31, 2023 |
|||
Unobservable Input Reconciliation [Roll Forward] | ||||
Fair value, beginning of period | $ 533,333 | $ 133,333 | ||
Change in valuation inputs or assumptions | [1] | (433,333) | 400,000 | |
Fair value, end of period | $ 100,000 | $ 533,333 | ||
|
1 Year AxonPrime Infrastructure... Chart |
1 Month AxonPrime Infrastructure... Chart |
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