RELATED PARTY TRANSACTIONS	12 Months Ended
Dec. 31, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5 - RELATED PARTY TRANSACTIONS Founder Shares In December 2018, the Company received $25,000 for the anticipated issuance of 1,150,000 founder shares to the Sponsor. As of December 31, 2018, one founder share was issued to the Sponsor. The remaining 1,149,999 founder shares were issued to the Sponsor on February 21, 2019. The 1,150,000 founder shares included an aggregate of up to 150,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On September 10, 2020, the underwriter did not exercise their over-allotment option election, resulting in the forfeiture of 150,000 founder shares. Accordingly, there were 1,000,000 Founder Shares issued and outstanding. The initial shareholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until, with respect to 50% of the founder shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining 50% of the founder shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private placement Pursuant to the Initial Public Offering on July 28, 2020, the Sponsor purchased an aggregate of 260,000 Private Units at a price of $10.00 per Private Unit, for an aggregate purchase price of $2,600,000. Each Unit consists of one ordinary share and one Private Warrant. Each Private Warrant will entitle the holder to purchase one-half of one ordinary share at an exercise price of $11.50 per whole share. Administrative Services Arrangement The Company entered into an agreement whereby, commencing on July 24, 2020, through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay the Sponsor a total of $10,000 per month for certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. For the year ended December 31, 2022 and 2021, the Company incurred $120,000 and $120,000 in fees for these services, respectively. These amounts were unpaid during the years. As of December 31, 2022 and 2021, the balances due to related parties were $290,000 and $170,000, respectively. Promissory Note Payable — Related Party On February 21, 2019, the Company issued a non-interest bearing, unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. On June 30, 2019, the Company amended the promissory note such that the Company may borrow up to an aggregate total principal amount of $500,000 (the “Promissory Note”) and on June 20, 2020, the Company further amended the Promissory Note such that the Promissory Note is payable on the earlier of (i) December 31, 2020 or (ii) the consummation of the Initial Public Offering. In connection with the Promissory Note, the Company converted $24,995 in advances as of December 31, 2018 into amounts outstanding under the Promissory Note. On July 28, 2020, the Company amended the Promissory Note such that it is payable upon the consummation of a Business Combination. On October 31, 2022, the Company further amended the promissory note such that the Company may borrow up to an aggregate total principal amount of $800,000. At December 31, 2022 and 2021, there was $745,504 and $393,808, respectively, outstanding under the Promissory Note. 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 Promissory Note but no proceeds held in the Trust Account would be used to repay the Promissory Note. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or 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 (“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 $2,500,000 of notes may be converted upon consummation of a Business Combination into additional Private Units at a price of $10.00 per Unit. 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 December 31, 2022 and 2021, there was no outstanding balance under the Working Capital Loans. Extension Loans Payable — Related Party As discussed in Note 1, the Company has extended twenty-three times the period of time to consummate a Business Combination until June 28, 2023. On each of July 27, 2021, August 27, 2021, September 27, 2021, October 27, 2021, November 27, 2021, December 27, 2021, January 27, 2022, February 27, 2022 and March 27, 2022, the Company obtained loan extension in an amount of $133,334 from the sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until April 28, 2022. On each of April 27, 2022, May 27, 2022, June 27, 2022, July 27, 2022, August 27, 2022 and September 27, 2022, the Company obtained loan extension in an amount of $129,425 from the sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until October 28, 2022. On each of October 27, 2022 and November 27, 2022, the Company obtained loan extension in an amount of $20,155 from the sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until December 28, 2022. On each of January 4, 2023, January 31, 2023, February 28, 2023 and March 31, 2023, the Company obtained loan extension in an amount of $20,155 from the sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until April 28, 2023. On each of April 30, 2023 and May 18, 2023, the Company obtained loan extension in an amount of $6,767 from the sponsor, total amounting to $2,111,017 pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until June 28, 2023. Any such payments would be made in the form of a loan. The notes would either be repaid upon consummation of a Business Combination, without interest. If the Company completes a Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. If the Company does not complete a Business Combination, the Company will not repay such loans. Furthermore, the letter agreement with the initial shareholders contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such loans in the event that the Company does not complete a Business Combination. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete a Business Combination. As of December 31, 2022, the Company has extended seventeen times the period of time to consummate a Business Combination. The Company obtained loan extension from the Sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination. The Notes are non-interest bearing and is payable upon the closing of a business combination. As of December 31, 2022 and 2021, there were $2,016,863 and $800,004, respectively, outstanding under the note payable to related party in balance sheets.

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2022

NOTE 5 - RELATED PARTY TRANSACTIONS

Founder Shares

In December 2018, the Company received $25,000 for the anticipated issuance of 1,150,000 founder shares to the Sponsor. As of December 31, 2018, one founder share was issued to the Sponsor. The remaining 1,149,999 founder shares were issued to the Sponsor on February 21, 2019.

The 1,150,000 founder shares included an aggregate of up to 150,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On September 10, 2020, the underwriter did not exercise their over-allotment option election, resulting in the forfeiture of 150,000 founder shares. Accordingly, there were 1,000,000 Founder Shares issued and outstanding.

The initial shareholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until, with respect to 50% of the founder shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining 50% of the founder shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Private placement

Pursuant to the Initial Public Offering on July 28, 2020, the Sponsor purchased an aggregate of 260,000 Private Units at a price of $10.00 per Private Unit, for an aggregate purchase price of $2,600,000. Each Unit consists of one ordinary share and one Private Warrant. Each Private Warrant will entitle the holder to purchase one-half of one ordinary share at an exercise price of $11.50 per whole share.

Administrative Services Arrangement

The Company entered into an agreement whereby, commencing on July 24, 2020, through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay the Sponsor a total of $10,000 per month for certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. For the year ended December 31, 2022 and 2021, the Company incurred $120,000 and $120,000 in fees for these services, respectively. These amounts were unpaid during the years. As of December 31, 2022 and 2021, the balances due to related parties were $290,000 and $170,000, respectively.

Promissory Note Payable — Related Party

On February 21, 2019, the Company issued a non-interest bearing, unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. On June 30, 2019, the Company amended the promissory note such that the Company may borrow up to an aggregate total principal amount of $500,000 (the “Promissory Note”) and on June 20, 2020, the Company further amended the Promissory Note such that the Promissory Note is payable on the earlier of (i) December 31, 2020 or (ii) the consummation of the Initial Public Offering. In connection with the Promissory Note, the Company converted $24,995 in advances as of December 31, 2018 into amounts outstanding under the Promissory Note. On July 28, 2020, the Company amended the Promissory Note such that it is payable upon the consummation of a Business Combination. On October 31, 2022, the Company further amended the promissory note such that the Company may borrow up to an aggregate total principal amount of $800,000. At December 31, 2022 and 2021, there was $745,504 and $393,808, respectively, outstanding under the Promissory Note. 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 Promissory Note but no proceeds held in the Trust Account would be used to repay the Promissory Note.

Working Capital Loans

In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or 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 (“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 $2,500,000 of notes may be converted upon consummation of a Business Combination into additional Private Units at a price of $10.00 per Unit. 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 December 31, 2022 and 2021, there was no outstanding balance under the Working Capital Loans.

Extension Loans Payable — Related Party

As discussed in Note 1, the Company has extended twenty-three times the period of time to consummate a Business Combination until June 28, 2023. On each of July 27, 2021, August 27, 2021, September 27, 2021, October 27, 2021, November 27, 2021, December 27, 2021, January 27, 2022, February 27, 2022 and March 27, 2022, the Company obtained loan extension in an amount of $133,334 from the sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until April 28, 2022. On each of April 27, 2022, May 27, 2022, June 27, 2022, July 27, 2022, August 27, 2022 and September 27, 2022, the Company obtained loan extension in an amount of $129,425 from the sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until October 28, 2022. On each of October 27, 2022 and November 27, 2022, the Company obtained loan extension in an amount of $20,155 from the sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until December 28, 2022. On each of January 4, 2023, January 31, 2023, February 28, 2023 and March 31, 2023, the Company obtained loan extension in an amount of $20,155 from the sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until April 28, 2023. On each of April 30, 2023 and May 18, 2023, the Company obtained loan extension in an amount of $6,767 from the sponsor, total amounting to $2,111,017 pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until June 28, 2023. Any such payments would be made in the form of a loan. The notes would either be repaid upon consummation of a Business Combination, without interest. If the Company completes a Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. If the Company does not complete a Business Combination, the Company will not repay such loans. Furthermore, the letter agreement with the initial shareholders contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such loans in the event that the Company does not complete a Business Combination. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete a Business Combination. As of December 31, 2022, the Company has extended seventeen times the period of time to consummate a Business Combination. The Company obtained loan extension from the Sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination. The Notes are non-interest bearing and is payable upon the closing of a business combination. As of December 31, 2022 and 2021, there were $2,016,863 and $800,004, respectively, outstanding under the note payable to related party in balance sheets.

Greencity Acquisition Corp 10-K