2023 Q1 Form 10-Q Financial Statement
#000141057823001125 Filed on May 15, 2023
Income Statement
Concept | 2023 Q1 |
---|---|
Revenue | $0.00 |
YoY Change | |
Cost Of Revenue | $278.5M |
YoY Change | |
Gross Profit | -$278.5M |
YoY Change | |
Gross Profit Margin | |
Selling, General & Admin | |
YoY Change | |
% of Gross Profit | |
Research & Development | |
YoY Change | |
% of Gross Profit | |
Depreciation & Amortization | $2.207M |
YoY Change | |
% of Gross Profit | |
Operating Expenses | $1.014M |
YoY Change | 305.11% |
Operating Profit | -$1.014M |
YoY Change | 305.11% |
Interest Expense | $2.205M |
YoY Change | 26687.48% |
% of Operating Profit | |
Other Income/Expense, Net | $1.646M |
YoY Change | -56.37% |
Pretax Income | $631.9K |
YoY Change | -82.06% |
Income Tax | $452.5K |
% Of Pretax Income | 71.61% |
Net Earnings | $179.4K |
YoY Change | -94.91% |
Net Earnings / Revenue | |
Basic Earnings Per Share | $0.00 |
Diluted Earnings Per Share | $0.02 |
COMMON SHARES | |
Basic Shares Outstanding | 10.11M |
Diluted Shares Outstanding | 0.000 shares |
Balance Sheet
Concept | 2023 Q1 |
---|---|
SHORT-TERM ASSETS | |
Cash & Short-Term Investments | $3.980K |
YoY Change | -99.32% |
Cash & Equivalents | $3.975K |
Short-Term Investments | |
Other Short-Term Assets | $169.9K |
YoY Change | -65.24% |
Inventory | |
Prepaid Expenses | $169.9K |
Receivables | |
Other Receivables | |
Total Short-Term Assets | $173.9K |
YoY Change | -83.75% |
LONG-TERM ASSETS | |
Property, Plant & Equipment | |
YoY Change | |
Goodwill | |
YoY Change | |
Intangibles | |
YoY Change | |
Long-Term Investments | $19.04M |
YoY Change | -94.29% |
Other Assets | $0.00 |
YoY Change | |
Total Long-Term Assets | $19.04M |
YoY Change | -94.29% |
TOTAL ASSETS | |
Total Short-Term Assets | $173.9K |
Total Long-Term Assets | $19.04M |
Total Assets | $19.21M |
YoY Change | -94.26% |
SHORT-TERM LIABILITIES | |
YoY Change | |
Accounts Payable | $3.730M |
YoY Change | 276.8% |
Accrued Expenses | |
YoY Change | |
Deferred Revenue | |
YoY Change | |
Short-Term Debt | $150.0K |
YoY Change | |
Long-Term Debt Due | |
YoY Change | |
Total Short-Term Liabilities | $7.141M |
YoY Change | 621.45% |
LONG-TERM LIABILITIES | |
Long-Term Debt | $0.00 |
YoY Change | |
Other Long-Term Liabilities | $13.11M |
YoY Change | -24.95% |
Total Long-Term Liabilities | $13.11M |
YoY Change | -24.95% |
TOTAL LIABILITIES | |
Total Short-Term Liabilities | $7.141M |
Total Long-Term Liabilities | $13.11M |
Total Liabilities | $20.25M |
YoY Change | 9.72% |
SHAREHOLDERS EQUITY | |
Retained Earnings | -$19.66M |
YoY Change | 13.26% |
Common Stock | |
YoY Change | |
Preferred Stock | |
YoY Change | |
Treasury Stock (at cost) | |
YoY Change | |
Treasury Stock Shares | |
Shareholders Equity | -$19.66M |
YoY Change | |
Total Liabilities & Shareholders Equity | $19.21M |
YoY Change | -94.26% |
Cashflow Statement
Concept | 2023 Q1 |
---|---|
OPERATING ACTIVITIES | |
Net Income | $179.4K |
YoY Change | -94.91% |
Depreciation, Depletion And Amortization | $2.207M |
YoY Change | |
Cash From Operating Activities | -$1.000M |
YoY Change | 350.13% |
INVESTING ACTIVITIES | |
Capital Expenditures | $2.777M |
YoY Change | |
Acquisitions | |
YoY Change | |
Other Investing Activities | $321.6M |
YoY Change | |
Cash From Investing Activities | $321.6M |
YoY Change | |
FINANCING ACTIVITIES | |
Cash Dividend Paid | |
YoY Change | |
Common Stock Issuance & Retirement, Net | |
YoY Change | |
Debt Paid & Issued, Net | |
YoY Change | |
Cash From Financing Activities | -321.0M |
YoY Change | |
NET CHANGE | |
Cash From Operating Activities | -1.000M |
Cash From Investing Activities | 321.6M |
Cash From Financing Activities | -321.0M |
Net Change In Cash | -370.3K |
YoY Change | 66.63% |
FREE CASH FLOW | |
Cash From Operating Activities | -$1.000M |
Capital Expenditures | $2.777M |
Free Cash Flow | -$3.777M |
YoY Change |
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<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:center;margin:0pt 0pt 12pt 0pt;"><b style="font-weight:bold;">DIGITAL TRANSFORMATION OPPORTUNITIES CORP.</b></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:center;margin:0pt 0pt 12pt 0pt;"><b style="font-weight:bold;">NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS</b></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-indent:0pt;margin:0pt 0pt 12pt 0pt;"><b style="font-weight:bold;">Note 1 — Organization and Business Operations</b></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Digital Transformation Opportunities Corp. (the “Company” or “DTOC”) is a blank check company incorporated as a Delaware corporation on November 17, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“business combination”).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">As of March 31, 2023, the Company had not commenced any operations. All activity through March 31, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering “), which is described below, and identifying a target company for a business combination. The Company will not generate any operating revenues until after the completion of a business combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The registration statement for the Company’s Initial Public Offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 9, 2021. On March 12, 2021, the Company consummated the Initial Public Offering of 33,350,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which included 3,350,000 Units as a result of the underwriter’s partial exercise of its option to purchase up to 4,500,000 additional Units, at $10.00 per Unit, generating gross proceeds of $333,500,000, which is discussed in Note 3. Each Unit consists of one share of common stock, and <span style="-sec-ix-hidden:Hidden_qCB06r7OG0alxxBZ8ZoZcA;"><span style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:normal;">one</span></span>-fourth of one redeemable warrant to purchase one share of Class A common stock at a price of $11.50 per whole share.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,113,333 Private Placement Warrants (the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, in a private placement to Digital Transformation Sponsor LLC (the “Sponsor”), generating gross proceeds of $9,170,000, which is discussed in Note 4.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Company incurred transaction costs of the Initial Public Offering amounting to $18,903,894 consisting of $6,670,000 of underwriting fees, $11,672,500 of deferred underwriting fee, and $561,394 of other offering costs. The Company recorded $18,244,148 of offering costs as a reduction of temporary equity in connection with the Class A common stock. The Company immediately expensed $659,746 of offering costs in connection with the Warrants that were classified as liabilities.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Following the closing of the Initial Public Offering on March 12, 2021, $333,500,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. “government securities”, within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations and to pay up to $100,000 in dissolution expenses, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest to occur of: (a) the completion of the Company’s initial business combination, (b) the redemption of any shares of the Company’s Class A common stock sold in the Initial Public Offering (the “public shares”) properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial business combination or to redeem 100% of the Company’s public shares if it does not complete its initial business combination within 24 months from the closing of the Initial Public Offering or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the Initial Public Offering or during any Extension Period (as defined below), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors which would have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Company has until June 30, 2023 (or September 30, 2023 if all of the Extension Options are exercised) to complete an initial business combination (the “Combination Period”). However, if the Company is unable to complete its initial business combination within the Combination Period or during any Extension Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than <span style="-sec-ix-hidden:Hidden_LW7Z7P_uVUGZ3r79epbTWQ;"><span style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:normal;">ten</span></span> 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 its franchise and income 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 stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">On March 6, 2023, following approval by its stockholders at the special meeting of stockholders held on March 2, 2023 (the "Special Meeting"), the Company entered into an amendment (the "Trust Agreement Amendment") to the Investment Management Trust Agreement, dated March 9, 2021 (the "Trust Agreement"), by and between the Company and Continental Stock Transfer & Trust Company, as trustee, to allow the extension of the date by which the Company must consummate its initial business combination from March 12, 2023 to June 30, 2023, and the option to further extend the date by which it has to consummate a business combination beyond June 30, 2023 up to three (3) times for an additional (1) month each time to September 30, 2023. In connection with the Extension, the Company's stockholders holding 31,502,931 public shares exercised their right to redeem such shares for a pro rata portion of the funds in the trust account. As a result, $321,160,140 (approximately $10.19 per share) was removed from the trust account to pay such holders.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">On March 6, 2023, in connection with the Special Meeting held to approve the Extension Proposal, the Sponsor deposited $150,000 into the Trust Account to fund the Extension Proposal. As repayment, the Company issued an unsecured promissory note to the Sponsor for $150,000. The promissory note bears no interest and all unpaid principal under the promissory note will be due and payable in full up upon the consummation of the AON Business Combination.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">In connection with the approval of the Extension Amendment Proposal and Trust Agreement Amendment Proposal, the Company's Chief Financial Officer and Sponsor elected to convert all their respective DTOC Class B shares into an aggregate of 8,262,500 shares of DTOC Class A common stock. Following the conversion, such shares will vote together with the rest of the DTOC Class A common stock on the Business Combination; however, as such shares were not issued as part of DTOC's initial public offering, such shares are not entitled to any funds held in the Trust Account, including any interest thereon.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Sponsor and each of the officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares (as described in Note 5) and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with an initial business combination or to redeem 100% of the public shares if the Company does not complete the initial business combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other material provisions relating to stockholder’s rights or pre-initial business combination activity, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial business combination within 24 months from the closing of the Initial Public Offering or during any extended time that the Company has to consummate a business combination beyond 24 months as a result of a stockholder vote to amend the amended and restated certificate of incorporation (an “Extension Period”), and (iv) vote any Founder Shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the Company’s initial business combination.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party 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 date of the 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 the 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 its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-indent:0pt;margin:0pt 0pt 12pt 0pt;"><b style="font-weight:bold;">Liquidity and Capital Resources</b></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">As of March 31, 2023 and December 31, 2022, the Company had cash of $3,975 and $374,304, respectively, and working capital deficit (net of $415,819 and $1,063,635, respectively, of taxes accrued and to be paid from the Trust Account) of $6,551,786 and $1,655,967, respectively.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The Company’s liquidity needs up to March 12, 2021 had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the founder shares and the loan under an unsecured promissory note from the Sponsor of up to $300,000 which was paid in full on March 12, 2021 from the Initial Public Offering proceeds (see Note 5). Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a business combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, provide us working capital loans. As of March 31, 2023 and December 31, 2022, there were no amounts outstanding under any working capital loan.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt;">The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company believes it will need to raise additional funds in order to meet the expenditures required for operating its business and to consummate a business combination. If the Company is unable to complete its business combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. Management has the option to address this uncertainty through working capital loans from the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors who may, but are not obligated to, loan the Company funds as may be required. Up to $2,000,000 of such Working Capital </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">Loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. In addition, following the business combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">In addition, the Company has until June 30, 2023 (or September 30, 2023 if all of the Extension Options are exercised) to consummate an initial business combination. It is uncertain that the Company will be able to consummate an initial business combination by this time. If an initial business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;margin:0pt 0pt 12pt 0pt;">Risks and Uncertainties</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Management is continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that it 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.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;"><span style="font-style:italic;font-weight:bold;">Inflation Reduction Act of 2022 (the “IR Act”)</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">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.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">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.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt;">On March 8, 2023, the Company’s stockholders redeemed 31,502,931 (Class A) shares for a total of $321,160,140. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies” to determine whether the Company should currently recognize an excise tax obligation associated therewith. ASC 450 states that when a loss contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated whether a United states excise tax obligation should be recognized currently related to the stock redemption and concluded that this obligation should be recognized. As of March 31, 2023, the Company recorded $3,211,601 of excise tax liability calculated as 1% of shares redeemed on March 8, 2023. Any reduction to this liability resulting from either a subsequent stock issuance or an event giving rise to an exception that occurs within this tax year, will be recognized in the period (including an interim period) that such stock issuance or event giving rise to an exception occurs.</p> | |
CY2020Q4 | dtocu |
Condition For Future Business Combination Number Of Businesses Minimum
ConditionForFutureBusinessCombinationNumberOfBusinessesMinimum
|
1 | |
CY2023Q1 | dtocu |
Investments Maximum Maturity Term
InvestmentsMaximumMaturityTerm
|
P185D | |
CY2023Q1 | dtocu |
Maximum Allowed Dissolution Expenses
MaximumAllowedDissolutionExpenses
|
100000 | |
CY2023Q1 | dtocu |
Percentage Obligation To Redeem Public Shares If Entity Does Not Complete Business Combination
PercentageObligationToRedeemPublicSharesIfEntityDoesNotCompleteBusinessCombination
|
1 | |
CY2023Q1 | dtocu |
Threshold Period From Closing Of Public Offering Entity Is Obligated To Complete Business Combination
ThresholdPeriodFromClosingOfPublicOfferingEntityIsObligatedToCompleteBusinessCombination
|
P24M | |
CY2023Q1 | dtocu |
Threshold Period From Closing Of Public Offering Entity Is Obligated To Complete Business Combination
ThresholdPeriodFromClosingOfPublicOfferingEntityIsObligatedToCompleteBusinessCombination
|
P24M | |
CY2023Q1 | dtocu |
Maximum Allowed Dissolution Expenses
MaximumAllowedDissolutionExpenses
|
100000 | |
CY2023Q1 | dtocu |
Maximum Number Of Times For Extend Date By Which Company Has To Consummate Business Combination
MaximumNumberOfTimesForExtendDateByWhichCompanyHasToConsummateBusinessCombination
|
3 | |
CY2023Q1 | dtocu |
Additional Extension Period Each Time For Company To Consummate Business Combination
AdditionalExtensionPeriodEachTimeForCompanyToConsummateBusinessCombination
|
P1M | |
CY2023Q1 | dtocu |
Shareholders Exercised Their Right To Redeem Shares
ShareholdersExercisedTheirRightToRedeemShares
|
31502931 | |
CY2023Q1 | dtocu |
Cash Removed From Trust Account
CashRemovedFromTrustAccount
|
321160140 | |
CY2023Q1 | dtocu |
Price Per Share Of Cash Removed From Trust Account
PricePerShareOfCashRemovedFromTrustAccount
|
10.19 | |
CY2023Q1 | dtocu |
Percentage Obligation To Redeem Public Shares If Entity Does Not Complete Business Combination
PercentageObligationToRedeemPublicSharesIfEntityDoesNotCompleteBusinessCombination
|
1 | |
CY2023Q1 | dtocu |
Threshold Period From Closing Of Public Offering Entity Is Obligated To Complete Business Combination
ThresholdPeriodFromClosingOfPublicOfferingEntityIsObligatedToCompleteBusinessCombination
|
P24M | |
CY2023Q1 | dtocu |
Threshold Period From Closing Of Public Offering Entity Is Obligated To Complete Business Combination
ThresholdPeriodFromClosingOfPublicOfferingEntityIsObligatedToCompleteBusinessCombination
|
P24M | |
CY2023Q1 | dtocu |
Threshold Period From Closing Of Public Offering Entity Is Obligated To Complete Business Combination
ThresholdPeriodFromClosingOfPublicOfferingEntityIsObligatedToCompleteBusinessCombination
|
P24M | |
CY2023Q1 | us-gaap |
Cash And Cash Equivalents At Carrying Value
CashAndCashEquivalentsAtCarryingValue
|
3975 | |
CY2022Q4 | us-gaap |
Cash And Cash Equivalents At Carrying Value
CashAndCashEquivalentsAtCarryingValue
|
374304 | |
CY2023Q1 | us-gaap |
Deposit Liabilities Accrued Interest
DepositLiabilitiesAccruedInterest
|
415819 | |
CY2022Q4 | us-gaap |
Deposit Liabilities Accrued Interest
DepositLiabilitiesAccruedInterest
|
1063635 | |
CY2023Q1 | dtocu |
Working Capital Deficit
WorkingCapitalDeficit
|
6551786 | |
CY2022Q4 | dtocu |
Working Capital
WorkingCapital
|
1655967 | |
CY2023Q1 | dtocu |
Temporary Equity Accretion To Redemption Share Adjustment
TemporaryEquityAccretionToRedemptionShareAdjustment
|
31502931 | |
CY2023Q1 | us-gaap |
Temporary Equity Accretion To Redemption Value Adjustment
TemporaryEquityAccretionToRedemptionValueAdjustment
|
321160140 | |
CY2023Q1 | us-gaap |
Sales And Excise Tax Payable Current
SalesAndExciseTaxPayableCurrent
|
3211601 | |
CY2023Q1 | dtocu |
Percentage Of Excise Tax Liablity Redeemed
PercentageOfExciseTaxLiablityRedeemed
|
0.01 | |
us-gaap |
Effective Income Tax Rate Continuing Operations
EffectiveIncomeTaxRateContinuingOperations
|
0.0000 | ||
CY2023Q1 | us-gaap |
Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate
EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate
|
0.21 | |
CY2023Q1 | us-gaap |
Unrecognized Tax Benefits
UnrecognizedTaxBenefits
|
0 | |
CY2023Q1 | us-gaap |
Use Of Estimates
UseOfEstimates
|
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;margin:0pt 0pt 12pt 0pt;">Use of Estimates</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">The preparation of these unaudited condensed financial statements in conformity with US 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. Actual results could differ from those estimates.</p> | |
CY2023Q1 | us-gaap |
Cash
Cash
|
3975 | |
CY2022Q4 | us-gaap |
Cash Equivalents At Carrying Value
CashEquivalentsAtCarryingValue
|
374304 | |
CY2023Q1 | us-gaap |
Concentration Risk Credit Risk
ConcentrationRiskCreditRisk
|
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-indent:0pt;margin:0pt 0pt 12pt 0pt;"><b style="font-weight:bold;">Concentration of Credit Risk</b></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;">Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2023 and December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.</p> | |
CY2023Q1 | dtocu |
Federal Depository Insurance Coverage
FederalDepositoryInsuranceCoverage
|
250000 | |
CY2022 | dtocu |
Federal Depository Insurance Coverage
FederalDepositoryInsuranceCoverage
|
250000 | |
CY2022Q4 | us-gaap |
Unrecognized Tax Benefits
UnrecognizedTaxBenefits
|
0 | |
CY2023Q1 | dtocu |
Number Of Warrants Issued
NumberOfWarrantsIssued
|
14450833 | |
CY2023Q1 | us-gaap |
Effective Income Tax Rate Continuing Operations
EffectiveIncomeTaxRateContinuingOperations
|
0.7161 | |
CY2022Q4 | us-gaap |
Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued
UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued
|
0 | |
CY2023Q1 | us-gaap |
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount
AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount
|
14450833 | |
CY2023Q1 | dtocu |
Percentage Obligation To Redeem Public Shares If Entity Does Not Complete Business Combination
PercentageObligationToRedeemPublicSharesIfEntityDoesNotCompleteBusinessCombination
|
1 | |
CY2023Q1 | dtocu |
Threshold Period From Closing Of Public Offering Entity Is Obligated To Complete Business Combination
ThresholdPeriodFromClosingOfPublicOfferingEntityIsObligatedToCompleteBusinessCombination
|
P24M | |
CY2023Q1 | us-gaap |
Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
|
1000000 | |
CY2022Q4 | us-gaap |
Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
|
1000000 | |
CY2023Q1 | us-gaap |
Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
|
0.0001 | |
CY2022Q4 | us-gaap |
Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
|
0.0001 | |
CY2023Q1 | us-gaap |
Preferred Stock Shares Issued
PreferredStockSharesIssued
|
0 | |
CY2022Q4 | us-gaap |
Preferred Stock Shares Issued
PreferredStockSharesIssued
|
0 |