Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 14, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | TWELVE SEAS INVESTMENT COMPANY II | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001819498 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39735 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2141273 | |
Entity Address, Address Line One | 228 Park Avenue S. | |
Entity Address, Address Line Two | Suite 89898 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10003-1502 | |
City Area Code | (323) | |
Local Phone Number | 667-3211 | |
Entity Interactive Data Current | Yes | |
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant | ||
Document Information Line Items | ||
Trading Symbol | TWLVU | |
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant | |
Security Exchange Name | NASDAQ | |
Class A Common Stock, par value $0.0001 per share | ||
Document Information Line Items | ||
Trading Symbol | TWLV | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | ||
Document Information Line Items | ||
Trading Symbol | TWLVW | |
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 12,998,534 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 0 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 278,839 | $ 352,305 |
Prepaid expenses | 73,787 | 35,000 |
Total current assets | 352,626 | 387,305 |
Cash and marketable securities held in trust account | 33,840,860 | 349,466,161 |
Total Assets | 34,193,486 | 349,853,466 |
Current liabilities: | ||
Accounts payable and accrued expenses | 425,508 | 353,980 |
Income taxes payable | 1,570,349 | 980,557 |
Total current liabilities | 2,792,598 | 1,431,278 |
Warrant liabilities | 589,833 | 187,022 |
Total Liabilities | 3,382,431 | 1,618,300 |
Commitments and Contingencies (Note 8) | ||
Class A common Stock subject to possible redemption, 3,208,534 and 34,500,000 shares at redemption value of approximately $10.40 and $10.11 per share as of September 30, 2023 and December 31, 2022, respectively | 33,361,528 | 348,690,554 |
Stockholders’ Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of September 30, 2023 and December 31, 2022 | ||
Additional paid-in capital | ||
Accumulated deficit | (2,551,452) | (456,367) |
Total Stockholders’ Deficit | (2,550,473) | (455,388) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit | 34,193,486 | 349,853,466 |
Class A Common Stock | ||
Stockholders’ Deficit | ||
Common stock value | 979 | 116 |
Class B Common Stock | ||
Stockholders’ Deficit | ||
Common stock value | 863 | |
Related Party | ||
Current liabilities: | ||
Due to related party | 59,820 | 59,820 |
Promissory note – related party - extension | 700,000 | |
Promissory note – related party | $ 36,921 | $ 36,921 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Common stock subject to possible redemption | 3,208,534 | 34,500,000 |
Common stock subject to possible redemption, per share (in Dollars per share) | $ 10.4 | $ 10.11 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock subject to possible redemption | 3,208,534 | 34,500,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Non-redeemable, shares issued | 9,790,000 | 1,165,000 |
Non-redeemable, shares outstanding | 9,790,000 | 1,165,000 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Non-redeemable, shares issued | 0 | 8,625,000 |
Non-redeemable, shares outstanding | 0 | 8,625,000 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
General and administrative costs | $ 197,537 | $ 165,568 | $ 1,079,874 | $ 788,052 | |
Loss from Operations | (197,537) | (165,568) | (1,079,874) | (788,052) | |
Other income (expense): | |||||
Interest earned on cash and marketable securities held in trust account | 319,114 | 1,560,064 | 3,134,227 | 2,078,242 | |
Change in fair value of warrant liabilities | 117,967 | 276,124 | (402,811) | 5,235,164 | |
Total other income, net | 437,081 | 1,836,188 | 2,731,416 | 7,313,406 | |
Income before provision for income taxes | 239,544 | 1,670,620 | 1,651,542 | 6,525,354 | |
Provision for income taxes | (60,714) | (292,994) | (639,792) | (366,324) | |
Net income | $ 178,830 | $ 1,377,626 | $ 1,011,750 | $ 6,159,030 | |
Class A Common Stock Subject to Possible Redemption | |||||
Other income (expense): | |||||
Weighted average shares outstanding (in Shares) | 3,208,534 | 34,500,000 | 10,200,400 | 34,500,000 | |
Basic net income per share (in Dollars per share) | $ 0.01 | $ 0.03 | $ 0.05 | $ 0.14 | |
Class A Common Stock Not Subject to Possible Redemption | |||||
Other income (expense): | |||||
Weighted average shares outstanding (in Shares) | [1] | 9,790,000 | 1,165,000 | 9,790,000 | 1,165,000 |
Basic net income per share (in Dollars per share) | $ 0.01 | $ 0.03 | $ 0.05 | $ 0.14 | |
Class B Common Stock | |||||
Other income (expense): | |||||
Weighted average shares outstanding (in Shares) | 8,625,000 | 8,625,000 | |||
Basic net income per share (in Dollars per share) | $ 0.03 | $ 0.14 | |||
[1] On February 6, 2023, the Company issued an aggregate of 8,625,000 shares of Class A common stock to the sponsor, upon the conversion of an equal number of shares of Class B common stock held by the sponsor (the “Conversion”). The 8,625,000 shares of Class A common stock issued in connection with the Conversion are subject to the same restrictions as applied to the shares of Class B common stock before the Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s initial public offering. As such, the Class A shares are presented as redeemable Class A common stock subject to possible redemption and non-redeemable Class A common stock subject to possible redemption for the three and nine months ended September 30, 2023. |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Operations (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Class A Common Stock Subject to Possible Redemption | ||||
Diluted net income per share | $ 0.01 | $ 0.03 | $ 0.05 | $ 0.14 |
Class A Common Stock Not Subject to Possible Redemption | ||||
Diluted net income per share | 0.01 | 0.03 | 0.05 | 0.14 |
Class B Common Stock | ||||
Diluted net income per share | $ 0.03 | $ 0.14 |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Changes in Stockholders’ Deficit - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 116 | $ 863 | $ (5,462,937) | $ (5,461,958) | |
Balance (in Shares) at Dec. 31, 2021 | 1,165,000 | 8,625,000 | |||
Net income (loss) | 2,528,335 | 2,528,335 | |||
Balance at Mar. 31, 2022 | $ 116 | $ 863 | (2,934,602) | (2,933,623) | |
Balance (in Shares) at Mar. 31, 2022 | 1,165,000 | 8,625,000 | |||
Balance at Dec. 31, 2021 | $ 116 | $ 863 | (5,462,937) | (5,461,958) | |
Balance (in Shares) at Dec. 31, 2021 | 1,165,000 | 8,625,000 | |||
Net income (loss) | 6,159,030 | ||||
Balance at Sep. 30, 2022 | $ 116 | $ 863 | (683,776) | (682,797) | |
Balance (in Shares) at Sep. 30, 2022 | 1,165,000 | 8,625,000 | |||
Balance at Dec. 31, 2021 | $ 116 | $ 863 | (5,462,937) | (5,461,958) | |
Balance (in Shares) at Dec. 31, 2021 | 1,165,000 | 8,625,000 | |||
Accretion for Class A common stock subject to redemption | (3,690,554) | ||||
Balance at Dec. 31, 2022 | $ 116 | $ 863 | (456,367) | (455,388) | |
Balance (in Shares) at Dec. 31, 2022 | 1,165,000 | 8,625,000 | |||
Balance at Mar. 31, 2022 | $ 116 | $ 863 | (2,934,602) | (2,933,623) | |
Balance (in Shares) at Mar. 31, 2022 | 1,165,000 | 8,625,000 | |||
Accretion for Class A common stock subject to redemption | (536,129) | (536,129) | |||
Net income (loss) | 2,253,069 | 2,253,069 | |||
Balance at Jun. 30, 2022 | $ 116 | $ 863 | (1,217,662) | (1,216,683) | |
Balance (in Shares) at Jun. 30, 2022 | 1,165,000 | 8,625,000 | |||
Accretion for Class A common stock subject to redemption | (843,740) | (843,740) | |||
Net income (loss) | 1,377,626 | 1,377,626 | |||
Balance at Sep. 30, 2022 | $ 116 | $ 863 | (683,776) | (682,797) | |
Balance (in Shares) at Sep. 30, 2022 | 1,165,000 | 8,625,000 | |||
Balance at Dec. 31, 2022 | $ 116 | $ 863 | (456,367) | (455,388) | |
Balance (in Shares) at Dec. 31, 2022 | 1,165,000 | 8,625,000 | |||
Accretion for Class A common stock subject to redemption | (2,063,913) | (2,063,913) | |||
Conversion of Class B common stock to Class A common stock | $ 863 | $ (863) | |||
Conversion of Class B common stock to Class A common stock (in Shares) | 8,625,000 | (8,625,000) | |||
Net income (loss) | 976,817 | 976,817 | |||
Balance at Mar. 31, 2023 | $ 979 | (1,543,463) | (1,542,484) | ||
Balance (in Shares) at Mar. 31, 2023 | 9,790,000 | ||||
Balance at Dec. 31, 2022 | $ 116 | $ 863 | (456,367) | (455,388) | |
Balance (in Shares) at Dec. 31, 2022 | 1,165,000 | 8,625,000 | |||
Accretion for Class A common stock subject to redemption | (3,106,835) | ||||
Net income (loss) | 1,011,750 | ||||
Balance at Sep. 30, 2023 | $ 979 | (2,551,452) | (2,550,473) | ||
Balance (in Shares) at Sep. 30, 2023 | 9,790,000 | ||||
Balance at Mar. 31, 2023 | $ 979 | (1,543,463) | (1,542,484) | ||
Balance (in Shares) at Mar. 31, 2023 | 9,790,000 | ||||
Accretion for Class A common stock subject to redemption | (514,522) | (514,522) | |||
Net income (loss) | (143,897) | (143,897) | |||
Balance at Jun. 30, 2023 | $ 979 | (2,201,882) | (2,200,903) | ||
Balance (in Shares) at Jun. 30, 2023 | 9,790,000 | ||||
Accretion for Class A common stock subject to redemption | (528,400) | (528,400) | |||
Net income (loss) | 178,830 | 178,830 | |||
Balance at Sep. 30, 2023 | $ 979 | $ (2,551,452) | $ (2,550,473) | ||
Balance (in Shares) at Sep. 30, 2023 | 9,790,000 |
Unaudited Condensed Statement_4
Unaudited Condensed Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from Operating Activities: | ||
Net income | $ 1,011,750 | $ 6,159,030 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on cash and marketable securities held in trust account | (3,134,227) | (2,078,242) |
Change in fair value of warrant liabilities | 402,811 | (5,235,164) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (38,787) | (10,910) |
Accounts payable and accrued expenses | 71,528 | 111,640 |
Income taxes payable | 589,792 | 366,324 |
Net cash used in operating activities | (1,097,133) | (627,502) |
Cash Flows from Investing Activities: | ||
Cash withdrawn from trust account to pay franchise and income taxes | 1,023,667 | |
Cash withdrawn from Trust Account to pay for Class A common stock redemptions | 318,435,861 | |
Cash deposited in trust account for extension | (700,000) | |
Net cash provided by investing activities | 318,759,528 | |
Cash Flows from Financing Activities: | ||
Repayment of promissory note – related party | (579) | |
Proceeds from promissory note to related party- extension | 700,000 | |
Redemption of Class A common stock | (318,435,861) | |
Net cash used in financing activities | (317,735,861) | (579) |
Net change in cash | (73,466) | (628,081) |
Cash, beginning of period | 352,305 | 751,090 |
Cash, end of the period | 278,839 | 123,009 |
Supplementary cash flow information: | ||
Cash paid for income taxes | 50,000 | |
Related Party | ||
Changes in operating assets and liabilities: | ||
Due to related party | $ 59,820 |
Organization and Buiness Operat
Organization and Buiness Operations | 9 Months Ended |
Sep. 30, 2023 | |
Organization and Business Operations [Abstract] | |
ORGANIZATION AND BUINESS OPERATIONS | NOTE 1. ORGANIZATION AND BUINESS OPERATIONS Twelve Seas Investment Company II (the “Company”) is a blank check company incorporated in Delaware on July 21, 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 (an “initial business combination”). The Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to the initial business combination. As of September 30, 2023, the Company had not commenced any operations. All activity for the period from July 21, 2020 (inception) through September 30, 2023, relates to the Company’s formation and its initial public offering, which is described below (the “initial public offering”), and subsequent to the completion of the initial public offering, identifying a target company for an initial business combination. The Company will not generate any operating revenues until after the completion of an 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 Twelve Seas Sponsor II LLC, a Delaware limited liability company (the “sponsor”). The registration statement for the initial public offering (the “IPO Registration Statement”) was declared effective on February 25, 2021 (the “Effective Date”). On March 2, 2021, the Company consummated the initial public offering of 30,000,000 units, at $10.00 per unit, generating gross proceeds of $300,000,000, which is discussed in Note 3. The underwriters had a 45-day option (the “over-allotment option”) from the date of the initial public offering to purchase up to an additional 4,500,000 units (the “over-allotment units”). On March 8, 2021, the underwriters exercised their over-allotment option in full, and the closing of the issuance and sale of the additional 4,500,000 over-allotment units occurred on March 10, 2021, generating gross proceeds of $45,000,000. Simultaneously with the closing of the initial public offering, the Company completed a private placement (the “private placement”) of an aggregate of 800,000 units to the sponsor and the representative at a purchase price of $10.00 per unit (the “placement units”), generating gross proceeds to the Company of $8,000,000. In connection with the closing of the purchase of the over-allotment units, the Company sold an additional 90,000 placement units to the sponsor at a price of $10.00 per placement unit, generating an additional $900,000 of gross proceeds. On March 2, 2021, the Company also issued to Mizuho Securities USA LLC (the “representative”) 275,000 shares of Class A common stock (the “representative shares”) upon the consummation of the initial public offering. The Company accounts for the representative shares as an expense of the initial public offering resulting in a charge directly to stockholders’ deficit, at an estimated fair value of $2,750,000. Transaction costs amounted to $10,178,359, consisting of $6,900,000 of underwriting commissions, fair value of the representative shares of $2,750,000 and $528,359 of other cash offering costs. As of September 30, 2023, $278,839 of cash was held outside of the U.S. based trust account established in connection with the initial public offering (the “trust account”) and is available for working capital purposes. Following the closing of the initial public offering and the over-allotment option, which was fully exercised, on March 2, 2021 and March 10, 2021, respectively, $345,000,000 ($10.00 per unit) from the net proceeds of the sale of the units in the initial public offering and the sale of the placement units was placed in a trust account and was invested 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 meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. On March 3, 2023, the Company instructed Continental Stock Transfer & Trust Company (“Continental”) to liquidate the investments held in the trust account and instead to hold the funds in the trust account in an interest-bearing demand deposit account at Morgan Stanley, with Continental continuing to act as trustee. As a result, following the liquidation of investments in the trust account, the remaining proceeds from the initial public offering and private placement are no longer invested in U.S. government securities or money market funds. 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 (less up to $100,000 of interest to pay dissolution expenses), the proceeds from the initial public offering and the sale of the placement units will not be released from the trust account until the earliest 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 as part of the units 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 (as amended, the “Certificate of Incorporation”), and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within the Combination 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, if any, which could have priority over the claims of holders of the public shares (the “public stockholders”). The Company initially had 24 months from the closing of the initial public offering, or until March 2, 2023, to consummate an initial business combination. On February 28, 2023, the Company held a special meeting of stockholders, at which stockholders approved an extension (“Extension”) of the time the Company has to complete a business combination to from March 2, 2023 to December 2, 2023, or such earlier date as determined by the board of directors (the “Combination Period”). In connection with such meeting, stockholders holding 31,291,466 public shares exercised their right to redeem such shares for a pro rata portion of the funds in the trust account, and as a result $318,435,861 (approximately $10.17 per share) was removed from the trust account to pay such holders. The Company will deposit $100,000, or approximately $0.03 per share of the Company’s Class A common stock sold in the Company’s initial public offering that was not redeemed in connection with the Extension, into the Company’s trust account (i) in connection with the first drawdown under the Note and (ii) for each of the eight subsequent calendar months (commencing on April 3, 2023 and ending on the 2nd day of each subsequent month), or portion thereof, that is needed by the Company to complete an initial business combination. Such amounts will be distributed either to (i) all of the holders of public shares upon the Company’s liquidation or (ii) holders of public shares who elect to have their shares redeemed in connection with the consummation of the business combination. In connection with the Extension, on March 3, 2023, the Company issued a promissory note in the aggregate principal amount of up to $900,000 (the “Sponsor Loans”) to the sponsor, pursuant to which the sponsor agreed to provide the Company with equal installments of $100,000, to be deposited into the trust account for each month of the Extension. Following the redemptions, the Company had 3,208,534 public shares outstanding. If the Company is unable to complete an initial business combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the trust account, 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, divided by the number of then outstanding public shares, subject to applicable law and as further described in the IPO Registration Statement, and then seek to dissolve and liquidate. On February 6, 2023, the Company issued an aggregate of 8,625,000 shares of Class A common stock to the sponsor, upon the conversion of an equal number of shares of Class B common stock held by the sponsor. The 8,625,000 shares of Class A common stock issued in connection with the Conversion are subject to the same restrictions as applied to the shares of Class B common stock before the Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s initial public offering. The Company will only proceed with an initial business combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the initial business combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing an initial business combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with an initial business combination, the sponsor has agreed to vote its founder shares and any public shares purchased during or after the initial public offering in favor of approving an initial business combination. Additionally, each public stockholder may elect to redeem their public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. The sponsor, officers and directors and representative have agreed to (i) waive their redemption rights with respect to their founder shares, shares of the Company’s common stock included within the placement units (the “placement shares”), and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares, placement shares, and public shares in connection with a stockholder vote to approve an amendment to the Certificate of Incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and placement shares if the Company fails to complete the initial business combination within the Combination Period. 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 underwriters 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 its belief that the sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations. Risks and Uncertainties We continue to evaluate the impact of increases in inflation and rising interest rates, financial market instability, including the recent bank failures, the potential government shutdown, the lingering effects of the COVID-19 pandemic and certain geopolitical events, including the military conflicts in Ukraine and the surrounding region and in the Middle East. We have concluded that while it is reasonably possible that the risks and uncertainties related to or resulting from these events could have a negative effect on our financial position, results of operations and/or ability to complete an initial Business Combination, we cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination. 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 an initial business combination, a stockholder vote to extend the time by which the Company must complete its initial 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 an initial 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 initial business combination, extension vote or otherwise, (ii) the structure of an initial business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with an initial business combination (or otherwise issued not in connection with an initial business combination but issued within the same taxable year of an initial 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 an initial business combination and in the Company’s ability to complete an initial business combination. On February 28, 2023, the Company’s stockholders redeemed 31,291,466 Class A common stock for a total of $318,435,861. The Company evaluated the classification and accounting of the stock redemption under Accounting Standards Codification (“ASC”) 450, “Contingencies.” 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 the current status and probability of completing a business combination as of September 30, 2023 and determined no excise tax liability should be recorded at this time. Liquidity and Capital Resources As of September 30, 2023, the Company had $278,839 in its operating bank account and working capital deficit of $2,439,972. Although the Company does have the ability to withdrawal interest earned on the funds in the trust account to pay for tax obligations, all remaining cash held in the trust account is generally unavailable for the Company’s use prior to an initial business combination and is restricted for use either in an initial business combination or to redeem common stock. Through September 30, 2023, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares, issuance of a $300,000 unsecured promissory note to the sponsor, and the remaining net proceeds from the initial public offering and the sale of placement units. On March 3, 2023, the Company issued a promissory note in the principal amount of up to $900,000 to the sponsor, pursuant to which the sponsor agreed to loan to the Company up to such amount in connection with the extension of the date by which the Company must either (i) consummate a business combination, (ii) cease all operations, or (iii) redeem or repurchase 100% of the Company’s outstanding public shares, from March 2, 2023 to December 2, 2023 (or such earlier date as determined by the board of directors). As of September 30, 2023, $700,000 has been borrowed against the promissory note, with $200,000 remaining for withdrawal. On August 16, 2023, the Sponsor issued a promissory note in the principal amount of $750,000 to the Company. The note does not bear interest and has no convertible options associated with the note. As of the date of this filing, no amounts have been paid under this note and $750,000 is due on demand. Going Concern The Company anticipates that the $278,839 outside of the trust account as of September 30, 2023, might not be sufficient to allow the Company to operate until December 2, 2023 (i.e., the Combination Period), assuming that an initial business combination is not consummated during that time. Until consummation of its initial business combination, the Company will be using the funds not held in the trust account, the Sponsor Loans, and any additional working capital loans from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the initial business combination. In addition to the Sponsor Loans, the Company can raise additional capital through working capital loans from the initial stockholders, the Company’s officers, directors, or their respective affiliates (which is described in Note 5), or through loans from third parties. Except for the Sponsor Loans, none of the sponsor, officers or directors is under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but may not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards 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 December 2, 2023, to consummate an initial business combination. However, if the Company is unable to complete an initial business combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the trust account, 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, divided by the number of then outstanding public shares, subject to applicable law and as further described in the IPO Registration Statement, and then seek to dissolve and liquidate. Management plans to complete an initial business combination prior to the mandatory liquidation date. Management has determined that the uncertainty of availability of new financing to meet its liquidity needs and mandatory liquidation, should an initial business combination not occur, and potential subsequent dissolution raise 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 December 2, 2023. The Company intends to complete an initial business combination prior to its mandatory liquidation date. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 31, 2023. 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 Securities Exchange Act of 1934, as amended (“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 unaudited condensed 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. Use of Estimates The preparation of unaudited condensed 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 warrant liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. 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. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liability. 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 September 30, 2023 and December 31, 2022. Cash and Marketable Securities Held in Trust Account The funds in the trust account were initially invested in United States 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 the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company. On March 3, 2023, the Company instructed Continental to liquidate the investments held in the trust account and instead to hold the funds in the trust account in an interest-bearing demand deposit account at Morgan Stanley, with Continental continuing to act as trustee, until the earlier of the consummation of the Company’s initial business combination or its liquidation. As a result, following the liquidation of investments in the trust account, the remaining proceeds from the initial public offering and private placement are no longer invested in U.S. government securities or money market funds. As of September 30, 2023 and December 31, 2022, the assets held in the trust account were held in an interest-bearing demand deposit account and a money market mutual fund, respectively, and presented at fair value at each reporting period. Financial Instruments The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), approximates the carrying amounts represented in the condensed balance sheets as of September 30, 2023 and December 31, 2022, except for warrant liabilities (see Note 7). The fair values of cash, accounts payable, accrued expenses, and promissory note – related party are estimated to approximate the carrying values as of September 30, 2023 and December 31, 2022 due to the short maturities of such instruments. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation Coverage limit of $250,000. At December 31, 2022, the Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 7 for additional information on assets and liabilities measured at fair value. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative assets and liabilities are classified on the condensed balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument is required within 12 months of the condensed balance sheet date. The Company has determined that both the warrants included within the placement units (the “placement warrants”) and the warrants included within the units sold in the initial public offering (the “public warrants”) are a derivative instrument. The Company evaluated the warrants (which are discussed in Note 4, Note 6, and Note 7) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” (“ASC 815”), and concluded that a provision in the warrant agreement, dated February 25, 2021, by and between the Company and Continental, as warrant agent (the “warrant agreement”), relating to certain tender or exchange offers precludes the warrants from being accounted for as components of equity. As the warrants meet the definition of a derivative as contemplated in ASC 815, the warrants are recorded as warrant liabilities on the condensed balance sheets and measured at fair value at inception (on the date of the initial public offering) and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the condensed statements of operations in the period of change. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the initial public offering that were directly related to the initial public offering. Offering costs were 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 warrant liabilities were expensed as incurred and presented as other income (expense) in the condensed statements of operations. Offering costs associated with the Class A common stock, including the cost of the Class A warrants, were charged to Class A common stock subject to possible redemption upon the completion of the initial public offering. 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 ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable 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) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ deficit. The Company’s Class A common stock sold at the initial public offering 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 September 30, 2023 and December 31, 2022, 3,208,534 and 34,500,000 shares, respectively, 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. On February 28, 2023, the Company held a special meeting, voting to extending the time the Company has to complete a business combination from March 2, 2023 to December 2, 2023. In connection with such meeting, the Company’s stockholders holding 31,291,466 public shares exercised their right to redeem such shares for a pro rata portion of the funds in the trust account, and as a result $318,435,861 (approximately $10.17 per share) was removed from the trust account to pay such holders. In connection with the Extension, on March 3, 2023, the Company issued a promissory note in the aggregate principal amount of up to $900,000 to the sponsor, pursuant to which the sponsor agreed to provide the Company with equal installments of $100,000, to be deposited into the trust account for each month in which the Combination Period is extended. Following the redemptions, the Company had 3,208,534 public shares outstanding. As of September 30, 2023, $700,000 has been borrowed against the promissory note, with $200,000 remaining for withdrawal. Additionally, the Company has issued representative shares (see Note 8). The representative has waived their redemption rights, and as such these shares remain in stockholders’ deficit. 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. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. As of September 30, 2023 and December 31, 2022, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 345,000,000 Less: Proceeds allocated to public warrants (8,816,636 ) Issuance costs related to Class A common stock (9,918,245 ) Plus: Accretion of carrying value to redemption value 18,734,881 Class A common stock subject to possible redemption, December 31, 2021 345,000,000 Plus: Accretion of carrying value to redemption value 3,690,554 Class A common stock subject to possible redemption, December 31, 2022 348,690,554 Less: Redemption (318,435,861 ) Plus: Accretion of carrying value to redemption value 3,106,835 Class A common stock subject to possible redemption, September 30, 2023 (unaudited) $ 33,361,528 Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740-270-25-2 requires that an annual effective tax rate be determined and that such annual effective rate be applied to year-to-date income in interim periods under ASC 740-270-30-5. As of September 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 25.35% and 17.54% for the three months ended September 30, 2023 and 2022, respectively, and 38.74% and 5.61% for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2023 and 2022, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. 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 identified the United States as its only “major” tax jurisdiction. The Company has been subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per common stock is computed by dividing net income by the weighted average number of common stock outstanding for the period. For the three and nine months ended September 30, 2023 and 2022, The Company had one and two classes of shares, respectively, which are referred to as Class A common stock subject to possible redemption and Class A common stock not subject to possible redemption and Class A common stock and Class B common stock, respectively. Income and losses are shared pro rata between the class and classes of shares, respectively. Accretion associated with the redeemable shares of Class A common stock subject to possible redemption 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 11,796,667 Class A common stock in the aggregate. For the three and nine months ended September 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 table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts): For the Three Months Ended September 30, 2023 2022 Class A - Class A – Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 44,142 $ 134,688 $ 1,109,348 $ 268,278 Denominator: Basic and diluted weighted average shares outstanding 3,208,534 9,790,000 35,665,000 8,625,000 Basic and diluted net income per common stock $ 0.01 $ 0.01 $ 0.03 $ 0.03 For the Nine Months Ended September 30, 2023 2022 Class A - Class A – Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 516,261 $ 495,489 $ 4,959,625 $ 1,199,405 Denominator: Basic and diluted weighted average shares outstanding 10,200,400 9,790,000 35,665,000 8,625,000 Basic and diluted net income per common stock $ 0.05 $ 0.05 $ 0.14 $ 0.14 (i) On February 6, 2023, the Company issued an aggregate of 8,625,000 shares of Class A common stock to the sponsor, upon the Conversion of an equal number of shares of Class B common stock held by the sponsor. The 8,625,000 founder shares of Class A common stock issued in connection with the Conversion are subject to the same restrictions as applied to the shares of Class B common stock before the Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s initial public offering. As such, the Class A shares are presented as redeemable and non-redeemable for the three and nine months ended September 30, 2023. Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2023 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On March 2, 2021, the Company consummated the initial public offering of 30,000,000 units at a purchase price of $10.00 per unit. Each unit consists of one share of Class A common stock and one-third warrant to purchase one share of Class A common stock. Each warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable on the later of 30 days after the completion of the initial business combination or 12 months from the closing of the initial public offering and will expire five years after the completion of the initial business combination, or earlier upon redemption or liquidation (see Note 6). The underwriters had a 45-day option from the date of the initial public offering to purchase up to an additional 4,500,000 units to cover over-allotments. On March 8, 2021, the underwriters exercised their over-allotment option in full, and the closing of the issuance and sale of the additional 4,500,000 units occurred on March 10, 2021, generating proceeds of $45,000,000. |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2023 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the initial public offering, the sponsor and the representative purchased an aggregate of 800,000 placement units at a purchase price of $10.00 per placement unit, generating gross proceeds to the Company of $8,000,000. The placement units (and the underlying securities) are identical to the units sold as part of the units in the initial public offering. In connection with the closing of the purchase of the over-allotment units, the Company sold an additional 90,000 placement units to the sponsor and the representative at a price of $10.00 per placement unit, generating an additional $900,000 of gross proceeds. The Company’s sponsor, officers, directors, and the representative agreed to (i) waive their redemption rights with respect to their founder shares, placement shares, and public shares in connection with the completion of the Company’s initial business combination, (ii) waive their redemption rights with respect to the founder shares, placement shares, and public shares in connection with a stockholder vote to approve an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if the Company fails to complete its initial business combination within the Combination Period. In addition, the Company’s sponsor, officers, directors, and representative have agreed to vote any founder shares, placement shares, and public shares held by them (including in open market and privately negotiated transactions) in favor of the Company’s initial business combination. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In August 2020, the Company issued 5,750,000 founder shares to the sponsor for $25,000 in cash, or approximately $0.004 per share, in connection with formation. On January 26, 2021, the Company effected a stock dividend of 0.25 shares for each Class B common stock outstanding, resulting in there being an aggregate of 7,187,500 founder shares outstanding. On February 25, 2021, the Company effected a stock dividend of 0.2 for each share of Class B common stock outstanding, resulting in the initial stockholders holding an aggregate of 8,625,000 shares of Class B common stock. This number included up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On March 8, 2021, the underwriters exercised their over-allotment option in full; since then, the 1,125,000 shares of Class B common stock were no longer subject to forfeiture. The sponsor agreed not to transfer, assign or sell its founder shares until the earlier of (A) one year after the completion of the Company’s initial business combination or (B) subsequent to the Company’s initial business combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial business combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. On February 6, 2023, the Company issued an aggregate of 8,625,000 shares of Class A common stock to the sponsor, upon the conversion of an equal number of shares of Class B common stock held by the sponsor. The 8,625,000 shares of Class A common stock issued in connection with the Conversion are subject to the same restrictions as applied to the shares of Class B common stock before the Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s initial public offering. Promissory Note — Related Party On July 21, 2020, the Company issued an unsecured promissory note to the sponsor (the “IPO Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the initial public offering. This loan is non-interest bearing and unsecured and was due at the earlier of June 30, 2021 or the closing of the initial public offering. The loan was not repaid upon the closing of the initial public offering and is due on demand. As of March 2, 2021, the Company had incurred an aggregate of $201,061 of offering expenses from the initial public offering under the IPO Note. The Company repaid $163,561 on March 25, 2021 and owes $36,921 as of September 30, 2023. There are no remaining borrowings available to the Company and the balance is due on demand. On March 3, 2023, the Company issued a promissory note in the principal amount of up to $900,000 to the sponsor, pursuant to which the sponsor agreed to loan to the Company up to such amount in connection with the extension of the date by which the Company must either (i) consummate a business combination, (ii) cease all operations, or (iii) redeem or repurchase 100% of the Company’s outstanding public shares, from March 2, 2023 to December 2, 2023 (or such earlier date as determined by the board of directors). As of September 30, 2023, $700,000 has been borrowed against the promissory note, with $200,000 remaining for withdrawal. On August 16, 2023, the Sponsor issued a promissory note in the principal amount of $750,000 to the Company. The note does not bear interest and has no convertible options associated with the note. As of the date of this filing, no amounts have been paid under this note and $750,000 is due on demand. Related Party Loans To finance transaction costs in connection with an initial business combination, the sponsor or an affiliate of the sponsor or certain of the Company’s officers and directors may, but are not obligated to (other than with respect to the Sponsor Loans), provide the working capital loans as may be required. If the Company completes an initial business combination, the Company would repay the working capital loans out of the proceeds of the trust account released to the Company. Otherwise, the working capital loans would be repaid only out of funds held outside the trust account. In the event that an initial business combination does not close, the Company may use a portion of the working capital held outside the trust account to repay the working capital loans but no proceeds from the trust account would be used to repay the working capital loans. Up to $1,500,000 of such working capital loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the placement warrants, including as to exercise price, exercisability and exercise period. At September 30, 2023 and December 31, 2022, no working capital loans were outstanding. Administrative Service Fee The Company has agreed, commencing on the Effective Date of the initial public offering, to pay an affiliate of the Company’s sponsor a monthly fee of an aggregate of $10,000 for office space, utilities and secretarial and administrative support. Upon completion of the Company’s initial business combination or its liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2023, the Company incurred and paid $30,000 and $90,000, respectively, which is included in operating costs on the condensed statements of operations. For the three and nine months ended September 30, 2022, the Company incurred and paid $30,000 and $90,000, respectively, which are included in formation costs on the unaudited condensed statements of operations. Due to Related Parties In order to facilitate payments for the Company, parties related to the Company may make payments on behalf of the Company. These amounts due to the related party are non-interest bearing and are due on demand. At September 30, 2023 and December 31, 2022, excluding the IPO Note and the Sponsor Loans that were outstanding at September 30, 2023 and December 31, 2022, the Company owed related parties $59,820. |
Warrant Liabilities
Warrant Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Warrant Liabilities [Abstract] | |
WARRANT LIABILITIES | NOTE 6. WARRANT LIABILITIES The Company has outstanding warrants to purchase an aggregate of 11,796,667 shares of the Company’s common stock issued in connection with the initial public offering and the private placement (including warrants issued in connection with the consummation of the over-allotment). Each whole warrant entitles the registered holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The public warrants will become exercisable on the later of (a) 30 days after the completion of an initial business combination and (b) 12 months from the closing of the initial public offering. The public warrants will expire five years after the completion of an initial business combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of 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, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No 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 warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence 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 20 business days after the closing of an initial business combination, the Company will use its commercially reasonable efforts to file – and within 60 business days following an initial business combination, to have declared effective – a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise the redemption right even if it is unable to register or qualify the underlying securities or sale under all applicable state securities laws. 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 an initial business combination at an issue price or effective issue price of less than $9.20 per share (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 an initial business combination on the date of the consummation of an 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 an 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 higher of the Market Value and the Newly Issued Price,. The warrant agreement contains an Alternative Issuance provision providing that, if less than 70% of the consideration receivable by the holders of the shares of common stock in the initial business combination is payable in the form of common equity in the successor entity, and if the holders of the warrants properly exercise the warrants within thirty days following the public disclosure of the consummation of the initial business combination by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a warrant immediately prior to the consummation of the initial business combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the shares of common stock consists exclusively of cash, the amount of such cash per share of common stock, and (ii) in all other cases, the volume weighted average price of the shares of common stock as reported during the ten-trading day period ending on the trading day prior to the effective date of the initial business combination. The Company believes that the Alternative Issuance provision and the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic 815 – 40, and thus the warrants are not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the initial public offering. Accordingly, the Company has classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the units equal to its fair value determined by the Monte Carlo simulation. 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 statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. As such, the Company recorded $9,055,934 of warrant liability upon issuance as of March 2, 2021, as adjusted for the closing of the underwriters’ fully exercised over-allotment option. For the three and nine months ended September 30, 2023, the Company recorded a change in the fair value of the warrant liabilities in the amount of ($117,967) and $402,811, respectively, on the condensed statements of operations, resulting in warrant liabilities of $589,833 as of September 30, 2023, on the condensed balance sheet. For the three and nine months ended September 30, 2022, the Company recorded a change in the fair value of the warrant liabilities in the amount of $276,124 and $5,235,164, respectively, on the unaudited condensed statements of operations, resulting in warrant liabilities of $668,398 as of September 30, 2022, on the condensed balance sheets. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 7. FAIR VALUE MEASUREMENTS The following tables present information about the Company’s assets and liabilities that are measured on a recurring basis as of September 30, 2023 and December 31, 2022, and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: September 30, Quoted Significant Significant Liabilities: Warrant liability – public warrants $ 575,000 $ — $ 575,000 $ — Warrant liability – placement warrants 14,833 — 14,833 — $ 589,833 $ — $ 589,833 $ — December 31, Quoted Significant Significant Assets: Marketable Securities held in trust account $ 349,466,161 $ 349,466,161 $ — $ — $ 349,466,161 $ 349,466,161 $ — $ — Liabilities: Warrant liability – public warrants $ 181,700 $ — $ 181,700 $ — Warrant liability – placement warrants 5,322 — — 5,322 $ 187,022 $ — $ 181,700 $ 5,322 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The subsequent measurement of the public warrants for the year ended December 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market. The estimated fair value of public warrants transferred from a Level 1 to a Level 2 fair value measurement during the year ended December 31, 2022 was $920,000. During the nine months ended September 30, 2023, the fair value of private warrants in the amount of $14,833 was transferred from Level 3 to Level 2. The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liabilities for the three months ended September 30, 2023: Warrant liabilities as of December 31, 2022 $ 5,322 Change in fair value of warrant liabilities 9,511 Transfer from Level 3 to Level 2 (14,833 ) Warrant liabilities as of September 30, 2023 (unaudited) $ — The subsequent measurement of placement warrants is determined using Level 3 inputs. The following table provides quantitative information regarding Level 3 fair value measurements of the Company’s placement warrant liabilities as of December 31, 2022: December 31, Exercise price $ 11.50 Stock price $ 10.05 Volatility 7.60 % Expected life of the options to convert 5.16 Risk-free rate 4.75 % Dividend yield — % Likelihood of completing a business combination 70 % |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the founder shares, placement warrants, and warrants that may be issued upon conversion of working capital loans have registration rights to require the Company to register a sale of any of its securities held by them after the consummation of an initial business combination pursuant to a registration rights agreement entered into on February 25, 2021. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggyback” registration rights to include their securities in other registration statements filed by the Company. Underwriting Agreement The underwriters had a 45-day option from March 2, 2021, to purchase up to an additional 4,500,000 units to cover over-allotments. On March 2, 2021, the Company paid an underwriting discount of $6,000,000. On March 10, 2021, the underwriters purchased an additional 4,500,000 units to exercise its over-allotment option in full. The Company paid an additional underwriting discount of $900,000 related to the exercise of the over-allotment option. Business Combination Marketing Agreement The Company has engaged the representative as an advisor in connection with its initial business combination to assist the Company in holding meetings with its stockholders to discuss the potential business combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with its initial business combination, assist the Company in obtaining stockholder approval for the initial business combination and assist the Company with its press releases and public filings in connection with the initial business combination. The Company will pay the representative a cash fee for such services upon the consummation of the initial business combination in an amount equal to 3.5% of the gross proceeds of the initial public offering. Representative Shares On March 2, 2021, the Company issued the representative shares to the representative upon the consummation of the initial public offering. The Company accounts for the representative shares as an expense of the initial public offering resulting in a charge directly to stockholders’ deficit, at an estimated fair value of $2,750,000. In addition, the representative agrees (i) to waive its redemption rights with respect to such shares in connection with the completion of the initial business combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete its initial business combination within the Combination Period. |
Stockholders_ Deficit
Stockholders’ Deficit | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 9. STOCKHOLDERS’ DEFICIT Preferred Stock no Class A Common Stock On February 6, 2023, the Company issued an aggregate of 8,625,000 shares of Class A common stock to the sponsor, upon the conversion of an equal number of shares of Class B common stock share held by the sponsor. The 8,625,000 shares of Class A common stock issued in connection with the Conversion are subject to the same restrictions as applied to the shares of Class B common stock before the Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s initial public offering. Class B Common Stock The Company’s initial stockholders have agreed not to transfer, assign or sell their founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial business combination or (B) subsequent to the Company’s initial business combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial business combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On November 8, 2023, the Company filed a definitive proxy statement for a special meeting of stockholders to vote on the extension of the Combination Period from December 2, 2023 to June 2, 2024, or such earlier date as determined by the Company’s board of directors. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 31, 2023. |
Emerging Growth Company | 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 Securities Exchange Act of 1934, as amended (“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 unaudited condensed 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. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed 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 warrant liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. 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. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates. |
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 September 30, 2023 and December 31, 2022. |
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account The funds in the trust account were initially invested in United States 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 the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company. On March 3, 2023, the Company instructed Continental to liquidate the investments held in the trust account and instead to hold the funds in the trust account in an interest-bearing demand deposit account at Morgan Stanley, with Continental continuing to act as trustee, until the earlier of the consummation of the Company’s initial business combination or its liquidation. As a result, following the liquidation of investments in the trust account, the remaining proceeds from the initial public offering and private placement are no longer invested in U.S. government securities or money market funds. As of September 30, 2023 and December 31, 2022, the assets held in the trust account were held in an interest-bearing demand deposit account and a money market mutual fund, respectively, and presented at fair value at each reporting period. |
Financial Instruments | Financial Instruments The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), approximates the carrying amounts represented in the condensed balance sheets as of September 30, 2023 and December 31, 2022, except for warrant liabilities (see Note 7). The fair values of cash, accounts payable, accrued expenses, and promissory note – related party are estimated to approximate the carrying values as of September 30, 2023 and December 31, 2022 due to the short maturities of such instruments. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation Coverage limit of $250,000. At December 31, 2022, the Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 7 for additional information on assets and liabilities measured at fair value. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative assets and liabilities are classified on the condensed balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument is required within 12 months of the condensed balance sheet date. The Company has determined that both the warrants included within the placement units (the “placement warrants”) and the warrants included within the units sold in the initial public offering (the “public warrants”) are a derivative instrument. The Company evaluated the warrants (which are discussed in Note 4, Note 6, and Note 7) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” (“ASC 815”), and concluded that a provision in the warrant agreement, dated February 25, 2021, by and between the Company and Continental, as warrant agent (the “warrant agreement”), relating to certain tender or exchange offers precludes the warrants from being accounted for as components of equity. As the warrants meet the definition of a derivative as contemplated in ASC 815, the warrants are recorded as warrant liabilities on the condensed balance sheets and measured at fair value at inception (on the date of the initial public offering) and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the condensed statements of operations in the period of change. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the initial public offering that were directly related to the initial public offering. Offering costs were 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 warrant liabilities were expensed as incurred and presented as other income (expense) in the condensed statements of operations. Offering costs associated with the Class A common stock, including the cost of the Class A warrants, were charged to Class A common stock subject to possible redemption upon the completion of the initial public offering. |
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 ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable 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) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ deficit. The Company’s Class A common stock sold at the initial public offering 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 September 30, 2023 and December 31, 2022, 3,208,534 and 34,500,000 shares, respectively, 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. On February 28, 2023, the Company held a special meeting, voting to extending the time the Company has to complete a business combination from March 2, 2023 to December 2, 2023. In connection with such meeting, the Company’s stockholders holding 31,291,466 public shares exercised their right to redeem such shares for a pro rata portion of the funds in the trust account, and as a result $318,435,861 (approximately $10.17 per share) was removed from the trust account to pay such holders. In connection with the Extension, on March 3, 2023, the Company issued a promissory note in the aggregate principal amount of up to $900,000 to the sponsor, pursuant to which the sponsor agreed to provide the Company with equal installments of $100,000, to be deposited into the trust account for each month in which the Combination Period is extended. Following the redemptions, the Company had 3,208,534 public shares outstanding. As of September 30, 2023, $700,000 has been borrowed against the promissory note, with $200,000 remaining for withdrawal. Additionally, the Company has issued representative shares (see Note 8). The representative has waived their redemption rights, and as such these shares remain in stockholders’ deficit. 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. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. As of September 30, 2023 and December 31, 2022, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 345,000,000 Less: Proceeds allocated to public warrants (8,816,636 ) Issuance costs related to Class A common stock (9,918,245 ) Plus: Accretion of carrying value to redemption value 18,734,881 Class A common stock subject to possible redemption, December 31, 2021 345,000,000 Plus: Accretion of carrying value to redemption value 3,690,554 Class A common stock subject to possible redemption, December 31, 2022 348,690,554 Less: Redemption (318,435,861 ) Plus: Accretion of carrying value to redemption value 3,106,835 Class A common stock subject to possible redemption, September 30, 2023 (unaudited) $ 33,361,528 |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740-270-25-2 requires that an annual effective tax rate be determined and that such annual effective rate be applied to year-to-date income in interim periods under ASC 740-270-30-5. As of September 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 25.35% and 17.54% for the three months ended September 30, 2023 and 2022, respectively, and 38.74% and 5.61% for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2023 and 2022, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. 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 identified the United States as its only “major” tax jurisdiction. The Company has been subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (loss) per Common Share | Net Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per common stock is computed by dividing net income by the weighted average number of common stock outstanding for the period. For the three and nine months ended September 30, 2023 and 2022, The Company had one and two classes of shares, respectively, which are referred to as Class A common stock subject to possible redemption and Class A common stock not subject to possible redemption and Class A common stock and Class B common stock, respectively. Income and losses are shared pro rata between the class and classes of shares, respectively. Accretion associated with the redeemable shares of Class A common stock subject to possible redemption 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 11,796,667 Class A common stock in the aggregate. For the three and nine months ended September 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 table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts): For the Three Months Ended September 30, 2023 2022 Class A - Class A – Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 44,142 $ 134,688 $ 1,109,348 $ 268,278 Denominator: Basic and diluted weighted average shares outstanding 3,208,534 9,790,000 35,665,000 8,625,000 Basic and diluted net income per common stock $ 0.01 $ 0.01 $ 0.03 $ 0.03 For the Nine Months Ended September 30, 2023 2022 Class A - Class A – Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 516,261 $ 495,489 $ 4,959,625 $ 1,199,405 Denominator: Basic and diluted weighted average shares outstanding 10,200,400 9,790,000 35,665,000 8,625,000 Basic and diluted net income per common stock $ 0.05 $ 0.05 $ 0.14 $ 0.14 (i) On February 6, 2023, the Company issued an aggregate of 8,625,000 shares of Class A common stock to the sponsor, upon the Conversion of an equal number of shares of Class B common stock held by the sponsor. The 8,625,000 founder shares of Class A common stock issued in connection with the Conversion are subject to the same restrictions as applied to the shares of Class B common stock before the Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s initial public offering. As such, the Class A shares are presented as redeemable and non-redeemable for the three and nine months ended September 30, 2023. |
Recent Accounting Pronouncements | Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
Schedule of Class A Common Stock Reflected in the Balance Sheets | As of September 30, 2023 and December 31, 2022, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 345,000,000 Less: Proceeds allocated to public warrants (8,816,636 ) Issuance costs related to Class A common stock (9,918,245 ) Plus: Accretion of carrying value to redemption value 18,734,881 Class A common stock subject to possible redemption, December 31, 2021 345,000,000 Plus: Accretion of carrying value to redemption value 3,690,554 Class A common stock subject to possible redemption, December 31, 2022 348,690,554 Less: Redemption (318,435,861 ) Plus: Accretion of carrying value to redemption value 3,106,835 Class A common stock subject to possible redemption, September 30, 2023 (unaudited) $ 33,361,528 |
Schedule of Basic and Diluted Net Income (Loss) Per Common Stock | The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts): For the Three Months Ended September 30, 2023 2022 Class A - Class A – Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 44,142 $ 134,688 $ 1,109,348 $ 268,278 Denominator: Basic and diluted weighted average shares outstanding 3,208,534 9,790,000 35,665,000 8,625,000 Basic and diluted net income per common stock $ 0.01 $ 0.01 $ 0.03 $ 0.03 For the Nine Months Ended September 30, 2023 2022 Class A - Class A – Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 516,261 $ 495,489 $ 4,959,625 $ 1,199,405 Denominator: Basic and diluted weighted average shares outstanding 10,200,400 9,790,000 35,665,000 8,625,000 Basic and diluted net income per common stock $ 0.05 $ 0.05 $ 0.14 $ 0.14 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Fair Value Hierarchy of Valuation Techniques | The following tables present information about the Company’s assets and liabilities that are measured on a recurring basis as of September 30, 2023 and December 31, 2022, and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: September 30, Quoted Significant Significant Liabilities: Warrant liability – public warrants $ 575,000 $ — $ 575,000 $ — Warrant liability – placement warrants 14,833 — 14,833 — $ 589,833 $ — $ 589,833 $ — December 31, Quoted Significant Significant Assets: Marketable Securities held in trust account $ 349,466,161 $ 349,466,161 $ — $ — $ 349,466,161 $ 349,466,161 $ — $ — Liabilities: Warrant liability – public warrants $ 181,700 $ — $ 181,700 $ — Warrant liability – placement warrants 5,322 — — 5,322 $ 187,022 $ — $ 181,700 $ 5,322 |
Schedule of Change in Fair Value of the Level 3 Warrant Liabilities | The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liabilities for the three months ended September 30, 2023: Warrant liabilities as of December 31, 2022 $ 5,322 Change in fair value of warrant liabilities 9,511 Transfer from Level 3 to Level 2 (14,833 ) Warrant liabilities as of September 30, 2023 (unaudited) $ — |
Schedule of Private Warrant Liabilities | The subsequent measurement of placement warrants is determined using Level 3 inputs. The following table provides quantitative information regarding Level 3 fair value measurements of the Company’s placement warrant liabilities as of December 31, 2022 December 31, Exercise price $ 11.50 Stock price $ 10.05 Volatility 7.60 % Expected life of the options to convert 5.16 Risk-free rate 4.75 % Dividend yield — % Likelihood of completing a business combination 70 % |
Organization and Buiness Oper_2
Organization and Buiness Operations (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Mar. 03, 2023 | Feb. 06, 2023 | Mar. 10, 2021 | Mar. 10, 2021 | Mar. 08, 2021 | Mar. 02, 2021 | Mar. 02, 2021 | Aug. 16, 2023 | Feb. 28, 2023 | Dec. 02, 2023 | Dec. 02, 2023 | Sep. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Organization and Buiness Operations (Details) [Line Items] | ||||||||||||||
Gross proceeds | $ 345,000,000 | |||||||||||||
Purchase of additional units (in Shares) | 4,500,000 | 4,500,000 | ||||||||||||
Transaction Costs | $ 10,178,359 | |||||||||||||
Underwriting commissions | $ 6,900,000 | |||||||||||||
Fair value of the representative shares (in Shares) | 2,750,000 | 2,750,000 | ||||||||||||
Cash offering cost | $ 528,359 | |||||||||||||
Cash | 278,839 | |||||||||||||
Dissolution expenses | $ 100,000 | |||||||||||||
Public share (in Shares) | 31,291,466 | |||||||||||||
Payment to shareholders from trust account | $ 318,435,861 | |||||||||||||
Per share (in Dollars per share) | $ 10 | |||||||||||||
Deposit amount | $ 100,000 | |||||||||||||
Principal amount | $ 900,000 | |||||||||||||
Deposited into the trust account | $ 100,000 | |||||||||||||
Public shares outstanding (in Shares) | 3,208,534 | |||||||||||||
Redemption of public shares percentage | 100% | 100% | ||||||||||||
Net tangible assets | $ 5,000,001 | |||||||||||||
Cash | 278,839 | $ 352,305 | ||||||||||||
Working capital | 2,439,972 | |||||||||||||
Borrowing amount | 700,000 | |||||||||||||
Remaining withdrawal amount | $ 200,000 | |||||||||||||
Payment of due amount | $ 750,000 | |||||||||||||
IPO [Member] | ||||||||||||||
Organization and Buiness Operations (Details) [Line Items] | ||||||||||||||
Number of units issued (in Shares) | 30,000,000 | |||||||||||||
undefined | $ 10 | $ 10 | ||||||||||||
Purchase of additional units (in Shares) | 4,500,000 | |||||||||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | ||||||||||||
Estimated fair value | $ 2,750,000 | |||||||||||||
Per share (in Dollars per share) | $ 10.17 | |||||||||||||
Public per share (in Dollars per share) | $ 10 | |||||||||||||
Sale of founder shares | $ 25,000 | |||||||||||||
Over-Allotment Option [Member] | ||||||||||||||
Organization and Buiness Operations (Details) [Line Items] | ||||||||||||||
Number of units issued (in Shares) | 4,500,000 | 4,500,000 | ||||||||||||
undefined | $ 10 | |||||||||||||
Gross proceeds | $ 345,000,000 | $ 45,000,000 | $ 345,000,000 | |||||||||||
Purchase of additional units (in Shares) | 4,500,000 | |||||||||||||
Additional shares (in Shares) | 90,000 | |||||||||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | ||||||||||||
Private Placement [Member] | ||||||||||||||
Organization and Buiness Operations (Details) [Line Items] | ||||||||||||||
Number of units issued (in Shares) | 800,000 | |||||||||||||
undefined | $ 10 | |||||||||||||
Gross proceeds | $ 8,000,000 | |||||||||||||
Class A Common Stock [Member] | ||||||||||||||
Organization and Buiness Operations (Details) [Line Items] | ||||||||||||||
Price per share (in Dollars per share) | $ 11.5 | |||||||||||||
Shares issued (in Shares) | 275,000 | |||||||||||||
Per share (in Dollars per share) | $ 0.03 | |||||||||||||
Conversion of shares (in Shares) | 8,625,000 | |||||||||||||
Common stock, shares issued (in Shares) | 9,790,000 | 1,165,000 | ||||||||||||
Stockholders redeemed shares (in Shares) | 31,291,466 | |||||||||||||
Stockholders redeemed total value | $ 318,435,861 | |||||||||||||
Inflation Reduction Act of 2022 [Member] | ||||||||||||||
Organization and Buiness Operations (Details) [Line Items] | ||||||||||||||
Excise tax | 1% | |||||||||||||
Percentage of the fair market value of the shares repurchased | 1% | |||||||||||||
Forecast [Member] | ||||||||||||||
Organization and Buiness Operations (Details) [Line Items] | ||||||||||||||
Redemption of public shares percentage | 100% | 100% | ||||||||||||
Sponsor [Member] | ||||||||||||||
Organization and Buiness Operations (Details) [Line Items] | ||||||||||||||
Principal amount | $ 900,000 | $ 750,000 | ||||||||||||
Cash | $ 278,839 | |||||||||||||
Unsecured promissory | 300,000 | |||||||||||||
Sponsor [Member] | IPO [Member] | ||||||||||||||
Organization and Buiness Operations (Details) [Line Items] | ||||||||||||||
Number of units issued (in Shares) | 30,000,000 | |||||||||||||
undefined | $ 10 | $ 10 | ||||||||||||
Gross proceeds | $ 300,000,000 | |||||||||||||
Sponsor [Member] | Private Placement [Member] | ||||||||||||||
Organization and Buiness Operations (Details) [Line Items] | ||||||||||||||
Gross proceeds | $ 900,000 | |||||||||||||
Price per share (in Dollars per share) | $ 10 | |||||||||||||
Sponsor [Member] | Class A Common Stock [Member] | ||||||||||||||
Organization and Buiness Operations (Details) [Line Items] | ||||||||||||||
Per share (in Dollars per share) | $ 10.17 | |||||||||||||
Common stock, shares issued (in Shares) | 8,625,000 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Feb. 06, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Significant Accounting Policies (Details) [Line Items] | ||||||
Federal depository insurance (in Dollars) | $ 250,000 | |||||
Federal insured limit (in Dollars) | $ 250,000 | |||||
Price per share (in Dollars per share) | $ 10 | $ 10 | ||||
Aggregate principal amount (in Dollars) | $ 900,000 | $ 900,000 | ||||
Installment amount (in Dollars) | $ 100,000 | |||||
Public shares redemption (in Shares) | 3,208,534 | 3,208,534 | 34,500,000 | |||
Borrowed against the promissory note (in Dollars) | $ 700,000 | $ 700,000 | ||||
Withdrawal (in Dollars) | $ 200,000 | |||||
Effective income tax rate | 25.35% | 17.54% | 38.74% | 5.61% | ||
Statutory tax rate | 21% | 21% | 21% | 21% | ||
Warrants exercisable to purchase common stock (in Shares) | 11,796,667 | 11,796,667 | ||||
Sponsor [Member] | ||||||
Significant Accounting Policies (Details) [Line Items] | ||||||
Conversion shares issued (in Shares) | 8,625,000 | |||||
Founder Shares [Member] | ||||||
Significant Accounting Policies (Details) [Line Items] | ||||||
Conversion shares issued (in Shares) | 8,625,000 | |||||
Class A Common Stock [Member] | ||||||
Significant Accounting Policies (Details) [Line Items] | ||||||
Common stock subject to possible redemption (in Shares) | 3,208,534 | 3,208,534 | 34,500,000 | |||
Share exercised (in Shares) | 31,291,466 | |||||
Trust account amount (in Dollars) | $ 318,435,861 | $ 318,435,861 | ||||
Price per share (in Dollars per share) | $ 0.03 | $ 0.03 | ||||
Public shares redemption (in Shares) | 3,208,534 | 3,208,534 | 34,500,000 | |||
Warrants exercisable to purchase common stock (in Shares) | 11,796,667 | 11,796,667 | ||||
Sponsor [Member] | Class A Common Stock [Member] | ||||||
Significant Accounting Policies (Details) [Line Items] | ||||||
Price per share (in Dollars per share) | $ 10.17 | $ 10.17 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of Class A Common Stock Reflected in the Balance Sheets - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Class A Common Stock Reflected in the Balance Sheets [Abstract] | ||||||||
Gross proceeds | $ 345,000,000 | |||||||
Less: | ||||||||
Proceeds allocated to public warrants | (8,816,636) | |||||||
Issuance costs related to Class A common stock | (9,918,245) | |||||||
Plus: | ||||||||
Accretion of carrying value to redemption value | $ 528,400 | $ 514,522 | $ 2,063,913 | $ 843,740 | $ 536,129 | $ 3,106,835 | $ 3,690,554 | 18,734,881 |
Class A common stock subject to possible redemption | $ 33,361,528 | 33,361,528 | $ 348,690,554 | $ 345,000,000 | ||||
Less: | ||||||||
Redemption | $ (318,435,861) |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Stock - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Class A - redeemable [Member] | |||||
Numerator: | |||||
Allocation of net income, as adjusted | $ 44,142 | $ 516,261 | |||
Denominator: | |||||
Basic weighted average shares outstanding | 3,208,534 | 34,500,000 | 10,200,400 | 34,500,000 | |
Basic net income per common stock | $ 0.01 | $ 0.03 | $ 0.05 | $ 0.14 | |
Class A – non-redeemable [Member] | |||||
Numerator: | |||||
Allocation of net income, as adjusted | $ 134,688 | $ 495,489 | |||
Denominator: | |||||
Basic weighted average shares outstanding | [1] | 9,790,000 | 1,165,000 | 9,790,000 | 1,165,000 |
Basic net income per common stock | $ 0.01 | $ 0.03 | $ 0.05 | $ 0.14 | |
Class A [Member] | |||||
Numerator: | |||||
Allocation of net income, as adjusted | $ 1,109,348 | $ 4,959,625 | |||
Denominator: | |||||
Basic weighted average shares outstanding | 35,665,000 | 35,665,000 | |||
Basic net income per common stock | $ 0.03 | $ 0.14 | |||
Class B [Member] | |||||
Numerator: | |||||
Allocation of net income, as adjusted | $ 268,278 | $ 1,199,405 | |||
Denominator: | |||||
Basic weighted average shares outstanding | 8,625,000 | 8,625,000 | |||
Basic net income per common stock | $ 0.03 | $ 0.14 | |||
[1] On February 6, 2023, the Company issued an aggregate of 8,625,000 shares of Class A common stock to the sponsor, upon the conversion of an equal number of shares of Class B common stock held by the sponsor (the “Conversion”). The 8,625,000 shares of Class A common stock issued in connection with the Conversion are subject to the same restrictions as applied to the shares of Class B common stock before the Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s initial public offering. As such, the Class A shares are presented as redeemable Class A common stock subject to possible redemption and non-redeemable Class A common stock subject to possible redemption for the three and nine months ended September 30, 2023. |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Stock (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Class A - redeemable [Member] | ||||
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Stock (Parentheticals) [Line Items] | ||||
Diluted weighted average shares outstanding | 3,208,534 | 10,200,400 | ||
Diluted net income per common stock | $ 0.01 | $ 0.03 | $ 0.05 | $ 0.14 |
Class A – non-redeemable [Member] | ||||
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Stock (Parentheticals) [Line Items] | ||||
Diluted weighted average shares outstanding | 9,790,000 | 9,790,000 | ||
Diluted net income per common stock | $ 0.01 | $ 0.03 | $ 0.05 | $ 0.14 |
Class A [Member] | ||||
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Stock (Parentheticals) [Line Items] | ||||
Diluted weighted average shares outstanding | 35,665,000 | 35,665,000 | ||
Diluted net income per common stock | $ 0.03 | $ 0.14 | ||
Class B [Member] | ||||
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Stock (Parentheticals) [Line Items] | ||||
Diluted weighted average shares outstanding | 8,625,000 | 8,625,000 | ||
Diluted net income per common stock | $ 0.03 | $ 0.14 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 9 Months Ended | |||
Mar. 10, 2021 | Mar. 08, 2021 | Mar. 02, 2021 | Sep. 30, 2023 | |
IPO [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Number of units issued | 30,000,000 | |||
undefined (in Dollars) | $ 10 | |||
Number of shares in a unit | 1 | |||
Number of shares issuable per warrant | 1 | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Number of units issued | 4,500,000 | 4,500,000 | ||
undefined (in Dollars) | $ 10 | |||
Proceeds (in Dollars) | $ 345,000,000 | $ 45,000,000 | $ 345,000,000 | |
Class A Common Stock [Member] | IPO [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Number of shares issuable per warrant | 1 | |||
Purchase price, per unit (in Dollars per share) | $ 11.5 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Mar. 08, 2021 | Sep. 30, 2023 | Dec. 31, 2021 | |
Private Placement (Details) [Line Items] | |||
Gross proceeds | $ (9,918,245) | ||
Percentage of obligation to redeem public shares | 100% | ||
Private Placement [Member] | |||
Private Placement (Details) [Line Items] | |||
Number of units issued (in Shares) | 800,000 | ||
undefined | $ 10 | ||
Gross proceeds | $ 8,000,000 | ||
Over-Allotment Option [Member] | |||
Private Placement (Details) [Line Items] | |||
Number of units issued (in Shares) | 4,500,000 | 4,500,000 | |
undefined | $ 10 | ||
Additional shares (in Shares) | 90,000 | ||
Additional gross proceeds | $ 900,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||
Mar. 03, 2023 | Mar. 08, 2021 | Mar. 02, 2021 | Mar. 02, 2021 | Mar. 25, 2021 | Feb. 25, 2021 | Jan. 26, 2021 | Aug. 31, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 02, 2023 | Dec. 02, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Aug. 16, 2023 | Feb. 06, 2023 | Dec. 31, 2022 | Jul. 21, 2020 | |
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Stock dividend (in Shares) | 0.25 | |||||||||||||||||
Aggregate principal amount | $ 300,000 | |||||||||||||||||
Repaid amount | $ 163,561 | |||||||||||||||||
Promissory note borrowed | $ 900,000 | $ 700,000 | $ 700,000 | |||||||||||||||
Redemption of public shares percentage | 100% | 100% | ||||||||||||||||
Remaining withdrawal amount | $ 200,000 | $ 200,000 | ||||||||||||||||
Working capital loans | $ 1,500,000 | |||||||||||||||||
Price per warrant (in Dollars per share) | $ 1 | $ 1 | ||||||||||||||||
Monthly fee | $ 10,000 | |||||||||||||||||
Operating cost | $ 30,000 | $ 30,000 | $ 90,000 | $ 90,000 | ||||||||||||||
Founder Shares [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Number of shares issued (in Shares) | 5,750,000 | |||||||||||||||||
Purchase price | $ 25,000 | |||||||||||||||||
Price per share (in Dollars per share) | $ 0.004 | |||||||||||||||||
Share outstanding (in Shares) | 7,187,500 | |||||||||||||||||
Sponsor [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Promissory note borrowed | $ 750,000 | |||||||||||||||||
Remaining withdrawal amount | $ 750,000 | |||||||||||||||||
IPO [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Offering expenses | $ 201,061 | |||||||||||||||||
Class B Common Stock [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Number of shares issued (in Shares) | 5,750,000 | |||||||||||||||||
Purchase price | $ 25,000 | |||||||||||||||||
Price per share (in Dollars per share) | $ 0.004 | |||||||||||||||||
Stock dividend (in Shares) | 0.2 | 0.25 | ||||||||||||||||
Common stock, shares issued (in Shares) | 0 | 0 | 8,625,000 | |||||||||||||||
Subject to forfeiture, shares | $ 1,125,000 | |||||||||||||||||
Class B Common Stock [Member] | Founder Shares [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Common stock, shares issued (in Shares) | 8,625,000 | |||||||||||||||||
Class B Common Stock [Member] | Over-Allotment Option [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Subject to forfeiture, shares | $ 1,125,000 | |||||||||||||||||
Class A Common Stock [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Number of shares issued (in Shares) | 275,000 | |||||||||||||||||
Price per share (in Dollars per share) | $ 12 | $ 12 | ||||||||||||||||
Common stock, shares issued (in Shares) | 9,790,000 | 9,790,000 | 1,165,000 | |||||||||||||||
Class A Common Stock [Member] | Sponsor [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Common stock, shares issued (in Shares) | 8,625,000 | 8,625,000 | 8,625,000 | |||||||||||||||
Class A Common Stock [Member] | IPO [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Price per share (in Dollars per share) | $ 11.5 | $ 11.5 | ||||||||||||||||
Forecast [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Redemption of public shares percentage | 100% | 100% | ||||||||||||||||
Related Party [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Promissory note owed | $ 36,921 | $ 36,921 | $ 36,921 | |||||||||||||||
Amount owed related parties | $ 59,820 | $ 59,820 | $ 59,820 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 10, 2021 | Mar. 02, 2021 | |
Warrant Liabilities (Details) [Line Items] | ||||||
Purchase of outstanding warrants (in Shares) | 11,796,667 | 11,796,667 | ||||
Warrants expire term | 5 years | 5 years | ||||
Warrant description | ●in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise the redemption right even if it is unable to register or qualify the underlying securities or sale under all applicable state securities laws. | |||||
Issue price per share (in Dollars per share) | $ 9.2 | |||||
Percentage of total equity proceeds | 60% | |||||
Warrant interest percentage | 180% | |||||
Warrant liabilities | $ 589,833 | $ 668,398 | $ 589,833 | $ 668,398 | ||
Changes in fair value of warrant liabilities | $ (117,967) | $ (276,124) | $ 402,811 | $ (5,235,164) | ||
Warrant [Member] | ||||||
Warrant Liabilities (Details) [Line Items] | ||||||
Issue price per share (in Dollars per share) | $ 9.2 | |||||
Warrant redemption [Member] | ||||||
Warrant Liabilities (Details) [Line Items] | ||||||
Issue price per share (in Dollars per share) | $ 18 | |||||
Warrant interest percentage | 115% | |||||
Over-Allotment Option [Member] | ||||||
Warrant Liabilities (Details) [Line Items] | ||||||
Share price (in Dollars per share) | $ 10 | |||||
Warrant liabilities | $ 9,055,934 | |||||
Class A Common Stock [Member] | ||||||
Warrant Liabilities (Details) [Line Items] | ||||||
Purchase of outstanding warrants (in Shares) | 11,796,667 | 11,796,667 | ||||
Share price (in Dollars per share) | $ 11.5 | $ 11.5 | ||||
Redemption of warrants per share (in Dollars per share) | $ 18 | |||||
Business Combination [Member] | ||||||
Warrant Liabilities (Details) [Line Items] | ||||||
Business combination percentage | 70% | 70% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Public Warrants [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Private warrants amount | $ 920,000 | |
Private Warrants [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Private warrants amount | $ 14,833 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Fair Value Hierarchy of Valuation Techniques - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Total liabilities | $ 589,833 | $ 187,022 |
Assets: | ||
Total assets | 33,840,860 | 349,466,161 |
Marketable Securities held in trust account [Member] | ||
Assets: | ||
Total assets | 349,466,161 | |
Warrant liability – public warrants [Member] | ||
Liabilities: | ||
Total liabilities | 575,000 | 181,700 |
Warrant liability – placement warrants [Member] | ||
Liabilities: | ||
Total liabilities | 14,833 | 5,322 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Liabilities: | ||
Total liabilities | ||
Assets: | ||
Total assets | 349,466,161 | |
Quoted Prices in Active Markets (Level 1) [Member] | Marketable Securities held in trust account [Member] | ||
Assets: | ||
Total assets | 349,466,161 | |
Quoted Prices in Active Markets (Level 1) [Member] | Warrant liability – public warrants [Member] | ||
Liabilities: | ||
Total liabilities | ||
Quoted Prices in Active Markets (Level 1) [Member] | Warrant liability – placement warrants [Member] | ||
Liabilities: | ||
Total liabilities | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Liabilities: | ||
Total liabilities | 589,833 | 181,700 |
Assets: | ||
Total assets | ||
Significant Other Observable Inputs (Level 2) [Member] | Marketable Securities held in trust account [Member] | ||
Assets: | ||
Total assets | ||
Significant Other Observable Inputs (Level 2) [Member] | Warrant liability – public warrants [Member] | ||
Liabilities: | ||
Total liabilities | 575,000 | 181,700 |
Significant Other Observable Inputs (Level 2) [Member] | Warrant liability – placement warrants [Member] | ||
Liabilities: | ||
Total liabilities | 14,833 | |
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Liabilities: | ||
Total liabilities | 5,322 | |
Assets: | ||
Total assets | ||
Significant Other Unobservable Inputs (Level 3) [Member] | Marketable Securities held in trust account [Member] | ||
Assets: | ||
Total assets | ||
Significant Other Unobservable Inputs (Level 3) [Member] | Warrant liability – public warrants [Member] | ||
Liabilities: | ||
Total liabilities | ||
Significant Other Unobservable Inputs (Level 3) [Member] | Warrant liability – placement warrants [Member] | ||
Liabilities: | ||
Total liabilities | $ 5,322 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Change in Fair Value of the Level 3 Warrant Liabilities | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Schedule of Change in Fair Value of the Level3 Warrant Liabilities [Abstract] | |
Warrant liabilities at beginning | $ 5,322 |
Change in fair value of warrant liabilities | 9,511 |
Transfer from Level 3 to Level 2 | (14,833) |
Warrant liabilities at ending |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Private Warrant Liabilities | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
Schedule of Private Warrant Liabilities [Abstract] | |
Exercise price (in Dollars per share) | $ 11.5 |
Stock price (in Dollars per share) | $ 10.05 |
Volatility | 7.60% |
Expected life of the options to convert | 5 years 1 month 28 days |
Risk-free rate | 4.75% |
Dividend yield | |
Likelihood of completing a business combination | 70% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 9 Months Ended | |||
Mar. 10, 2021 | Mar. 02, 2021 | Mar. 02, 2021 | Sep. 30, 2023 | |
Commitments and Contingencies (Details) [Line Items] | ||||
Purchase of additional unit | 4,500,000 | 4,500,000 | ||
Underwriting discount amount (in Dollars) | $ 6,000,000 | |||
Underwriting commitments (in Dollars) | $ 900,000 | |||
Fair Value of the Representative Shares | 2,750,000 | 2,750,000 | ||
IPO [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Purchase of additional unit | 4,500,000 | |||
Percentage of gross proceeds from initial public offering | 3.50% |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||||||
Feb. 06, 2023 | Mar. 08, 2021 | Mar. 02, 2021 | Feb. 25, 2021 | Jan. 26, 2021 | Aug. 31, 2020 | Sep. 30, 2023 | Dec. 31, 2022 | |
Stockholders’ Deficit (Details) [Line Items] | ||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares outstanding | ||||||||
Preferred stock, shares issued | ||||||||
Common stock subject to possible redemption | 3,208,534 | 34,500,000 | ||||||
Stock dividend | 0.25 | |||||||
Sponsor [Member] | ||||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||||
Conversion of shares | 8,625,000 | |||||||
Class A Common Stock [Member] | ||||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares issued | 9,790,000 | 1,165,000 | ||||||
Common stock, shares outstanding | 9,790,000 | 1,165,000 | ||||||
Common stock subject to possible redemption | 3,208,534 | 34,500,000 | ||||||
Conversion of shares | 8,625,000 | |||||||
Number of shares issued | 275,000 | |||||||
Price per share (in Dollars per share) | $ 12 | |||||||
Common stock exceeds per share (in Dollars per share) | $ 12 | |||||||
Class A Common Stock [Member] | Sponsor [Member] | ||||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||||
Common stock, shares issued | 8,625,000 | 8,625,000 | ||||||
Class B Common Stock [Member] | ||||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | ||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares issued | 0 | 8,625,000 | ||||||
Common stock, shares outstanding | 0 | 8,625,000 | ||||||
Number of shares issued | 5,750,000 | |||||||
Purchase price (in Dollars) | $ 25,000 | |||||||
Price per share (in Dollars per share) | $ 0.004 | |||||||
Stock dividend | 0.2 | 0.25 | ||||||
Founder [Member] | Class B Common Stock [Member] | ||||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||||
Common stock, shares issued | 8,625,000 | |||||||
Common stock, shares outstanding | 7,187,500 | |||||||
Stock dividend | 0.2 | |||||||
Founder [Member] | Class B Common Stock [Member] | Over-Allotment Option [Member] | ||||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||||
Forfeiture shares | 1,125,000 | 1,125,000 |