Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 14, 2023 | |
Cover Page | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity Registrant Name | CROWN PROPTECH ACQUISITIONS | |
Entity Incorporation, State or Country Code | E9 | |
Entity File Number | 001-40017 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 40 West 57th Street, 29th Floor | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 212 | |
Local Phone Number | 796-4796 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001827899 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Class A [Member] | ||
Cover Page | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | CPTK | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 4,196,485 | |
Units, each consisting of one share of Class A ordinary share and one-third of one Warrant [Member] | ||
Cover Page | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant | |
Trading Symbol | CPTK.U | |
Security Exchange Name | NYSE | |
Common Class B [Member] | ||
Cover Page | ||
Entity Common Stock, Shares Outstanding | 6,900,000 |
CONSOLIDATED CONDENSED BALANCE
CONSOLIDATED CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 31,048 | $ 80,212 |
Prepaid expenses | 36,626 | 39,616 |
Total current assets | 67,674 | 119,828 |
Investments held in Trust account | 43,906,522 | 279,998,549 |
Total assets | 43,974,196 | 280,118,377 |
Current liabilities: | ||
Accounts payable and accrued expenses | 925,264 | 627,376 |
Total current liabilities | 1,726,264 | 1,632,483 |
Warrant liabilities | 1,137,067 | 0 |
Total liabilities | 2,863,331 | 1,632,483 |
Commitments | ||
Class A ordinary shares subject to possible redemption, 4,196,485 and 27,600,000 shares at redemption value as of June 30, 2023 and December 31, 2022, respectively | 43,906,522 | 279,998,549 |
Shareholders' deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 9,853,638 | 9,527,941 |
Accumulated deficit | (12,649,985) | (11,041,286) |
Total shareholders' deficit | (2,795,657) | (1,512,655) |
Total liabilities, redeemable shares and shareholders' deficit | 43,974,196 | 280,118,377 |
Related Party [Member] | ||
Current liabilities: | ||
Promissory note | 0 | 339,107 |
Nonrelated Party [Member] | ||
Current liabilities: | ||
Promissory note | 801,000 | 666,000 |
Class A ordinary shares subject to possible redemption [Member] | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption, 4,196,485 and 27,600,000 shares at redemption value as of June 30, 2023 and December 31, 2022, respectively | 43,906,522 | 279,998,549 |
Common Class B [Member] | ||
Shareholders' deficit: | ||
Common stock | $ 690 | $ 690 |
CONSOLIDATED CONDENSED BALANC_2
CONSOLIDATED CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A ordinary shares [Member] | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 200,000,000 | 200,000,000 |
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Ordinary shares subject to possible redemption [Member] | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 4,196,485 | 27,600,000 |
Class B ordinary shares [Member] | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 |
Common shares, shares issued | 6,900,000 | 6,900,000 |
Common shares, shares outstanding | 6,900,000 | 6,900,000 |
CONSOLIDATED CONDENSED STATEMEN
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating costs | $ 335,774 | $ 2,311,262 | $ 1,249,503 | $ 3,525,566 |
Income (loss) from operations | (335,774) | (2,311,262) | (1,249,503) | (3,525,566) |
Other income: | ||||
Trust dividend income | 511,717 | 392,015 | 2,213,036 | 414,541 |
Change in fair value of warrant liabilities | 284,266 | 2,132,000 | (1,137,067) | 6,680,267 |
Settlement of payables | 400,000 | 777,871 | ||
Total other income, net | 1,195,983 | 2,524,015 | 1,853,840 | 7,094,808 |
Net income | $ 860,209 | $ 212,753 | $ 604,337 | $ 3,569,242 |
Ordinary shares subject to possible redemption [Member] | ||||
Other income: | ||||
Weighted average shares outstanding, basic | 4,196,485 | 27,600,000 | 9,239,231 | 27,600,000 |
Weighted average shares outstanding, diluted | 4,196,485 | 27,600,000 | 9,239,231 | 27,600,000 |
Net income per share, basic | $ 0.08 | $ 0.01 | $ 0.04 | $ 0.1 |
Net income per share, diluted | $ 0.08 | $ 0.01 | $ 0.04 | $ 0.1 |
Ordinary shares not subject to possible redemption [Member] | ||||
Other income: | ||||
Weighted average shares outstanding, basic | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 |
Weighted average shares outstanding, diluted | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 |
Net income per share, basic | $ 0.08 | $ 0.01 | $ 0.04 | $ 0.1 |
Net income per share, diluted | $ 0.08 | $ 0.01 | $ 0.04 | $ 0.1 |
CONSOLIDATED CONDENSED STATEM_2
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated deficit [Member] | Common Class B [Member] Ordinary Shares [Member] |
Balance at Dec. 31, 2021 | $ (21,852,846) | $ 0 | $ (21,853,536) | $ 690 |
Balance (in shares) at Dec. 31, 2021 | 6,900,000 | |||
Increase decrease in stockholders' equity | ||||
Remeasurement of ordinary shares subject to redemption value | (22,526) | 0 | (22,526) | |
Net (loss) income | 3,356,489 | 3,356,489 | ||
Balance at Mar. 31, 2022 | (18,518,883) | 0 | (18,519,573) | $ 690 |
Balance (in shares) at Mar. 31, 2022 | 6,900,000 | |||
Balance at Dec. 31, 2021 | (21,852,846) | 0 | (21,853,536) | $ 690 |
Balance (in shares) at Dec. 31, 2021 | 6,900,000 | |||
Increase decrease in stockholders' equity | ||||
Net (loss) income | 3,569,242 | |||
Balance at Jun. 30, 2022 | (18,698,145) | 0 | (18,698,835) | $ 690 |
Balance (in shares) at Jun. 30, 2022 | 6,900,000 | |||
Balance at Mar. 31, 2022 | (18,518,883) | 0 | (18,519,573) | $ 690 |
Balance (in shares) at Mar. 31, 2022 | 6,900,000 | |||
Increase decrease in stockholders' equity | ||||
Remeasurement of ordinary shares subject to redemption value | (392,015) | 0 | (392,015) | |
Net (loss) income | 212,753 | 212,753 | ||
Balance at Jun. 30, 2022 | (18,698,145) | 0 | (18,698,835) | $ 690 |
Balance (in shares) at Jun. 30, 2022 | 6,900,000 | |||
Balance at Dec. 31, 2022 | (1,512,655) | 9,527,941 | (11,041,286) | $ 690 |
Balance (in shares) at Dec. 31, 2022 | 6,900,000 | |||
Increase decrease in stockholders' equity | ||||
Capital contribution from Sponsor | 8,000 | 8,000 | ||
Remeasurement of ordinary shares subject to redemption value | (1,701,319) | (1,701,319) | ||
Non-redemption agreements | (1,156,500) | (1,156,500) | ||
Capital contribution from non-redemption agreements | 1,156,500 | 1,156,500 | ||
CIIG Securities Assignment Agreement | (2,837,593) | (2,837,593) | ||
Excess value of CIIG Securities Assignment Agreement | 2,837,593 | 2,837,593 | ||
Net (loss) income | (255,872) | (255,872) | ||
Balance at Mar. 31, 2023 | (3,461,846) | 9,535,941 | (12,998,477) | $ 690 |
Balance (in shares) at Mar. 31, 2023 | 6,900,000 | |||
Balance at Dec. 31, 2022 | (1,512,655) | 9,527,941 | (11,041,286) | $ 690 |
Balance (in shares) at Dec. 31, 2022 | 6,900,000 | |||
Increase decrease in stockholders' equity | ||||
Net (loss) income | 604,337 | |||
Balance at Jun. 30, 2023 | (2,795,657) | 9,853,638 | (12,649,985) | $ 690 |
Balance (in shares) at Jun. 30, 2023 | 6,900,000 | |||
Balance at Mar. 31, 2023 | (3,461,846) | 9,535,941 | (12,998,477) | $ 690 |
Balance (in shares) at Mar. 31, 2023 | 6,900,000 | |||
Increase decrease in stockholders' equity | ||||
Capital contribution from Sponsor | 317,697 | 317,697 | ||
Remeasurement of ordinary shares subject to redemption value | (511,717) | (511,717) | ||
Net (loss) income | 860,209 | 860,209 | ||
Balance at Jun. 30, 2023 | $ (2,795,657) | $ 9,853,638 | $ (12,649,985) | $ 690 |
Balance (in shares) at Jun. 30, 2023 | 6,900,000 |
CONSOLIDATED CONDENSED STATEM_3
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net income | $ 604,337 | $ 3,569,242 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Change in fair value of warrant liabilities | 1,137,067 | (6,680,267) |
Trust dividend income | (2,213,036) | (414,541) |
Settlement of payables and due to related party | (777,871) | |
Changes in current assets and current liabilities: | ||
Prepaid expenses | 2,990 | (147,760) |
Due to related party | 90,000 | |
Accounts payable and accrued expenses | 736,652 | 3,573,097 |
Net cash (used in) provided by operating activities | (509,861) | (10,229) |
Cash Flows from Investing Activities: | ||
Cash withdrawn from Trust Account in connection with redemption | 238,305,063 | 0 |
Net cash provided by investing activities | 238,305,063 | |
Cash Flows from Financing Activities: | ||
Capital contribution from Sponsors | 325,697 | |
Borrowings under the promissory note | 135,000 | |
Redemption of Class A ordinary share subject to possible redemption | (238,305,063) | |
Net cash used in financing activities | (237,844,366) | |
Net Change in Cash | (49,164) | (10,229) |
Cash—Beginning of period | 80,212 | 14,807 |
Cash—Ending of period | 31,048 | 4,578 |
Supplemental Disclosure of Non-cash Financing Activities: | ||
Remeasurement of Class A ordinary shares subject to possible redemption | $ 2,213,036 | $ 414,541 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2023 | |
Organization and Business Operations | |
Organization and Business Operations | Note 1—Organization and Business Operations Organization and General Crown PropTech Acquisitions (the “Company” or “Crown”) was incorporated in the Cayman Islands on September 24, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2023, the Company had not yet commenced any operations. All activity through June 30, 2023, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below, and since the closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating Change in Management and Sponsor On January 17, 2023, Richard Chera informed the Company of his decision to resign as Chief Executive Officer (“CEO”) and principal financial and accounting officer of the Company, effective immediately. Mr. Chera’s resignation was voluntary and not the result of any disagreement with the operations, policies or practices of the Company. Mr. Chera shall continue to serve as a director of the Company. On January 17, 2023, the Board of Directors of the Company (the “Board”) appointed Mr. Gavin Cuneo and Mr. Michael Minnick as co-CEOs Additionally, in connection with this appointment, each of Mr. Cuneo and Mr. Minnick entered into an Indemnity Agreement and a Letter Agreement with the Company on the same terms as the Indemnity Agreements and Letter Agreements entered into by the directors and officers of the Company at the time of the Company’s IPO. In addition, CIIG Management III LLC (“CIIG”) entered into the Letter Agreement. CIIG also entered into that certain joinder agreement to the Registration Rights Agreement as described in further detail below. On January 17, 2023, CIIG entered into a Securities Assignment Agreement (the “Assignment Agreement”), by and among Crown PropTech Sponsor, LLC (“Crown PropTech Sponsor”), CIIG and Richard Chera, whereby Crown PropTech Sponsor sold, transferred and assigned 5,662,000 Class B ordinary shares of the Company and 250,667 private placement warrants to purchase Class A ordinary shares of the Company to CIIG. In connection with entry into the Assignment Agreement, CIIG (i) entered into a Letter Agreement with the Company (the “Letter Agreement”) and (ii) entered into a joinder agreement to the Registration Rights Agreement entered into by Crown PropTech Sponsor in connection with the Company’s IPO. As a result of the above transaction CIIG became a co-sponsor In connection with the above transaction, Crown PropTech Sponsor entered into a letter agreement dated as of January 17, 2023, whereby Crown PropTech Sponsor is no longer entitled to receive any payments under the administrative services agreement and the Company is no longer required to pay any such payments. As of the date of this Quarterly Report, the Company has not made any payments pursuant to the administrative agreement and does not expect to incur any related expenses in the near future. Extraordinary General Meeting Beginning on January 31, 2023, and continuing until the Company’s February 9, 2023 extraordinary general meeting of shareholders (“Extraordinary General Meeting”), the Company and CIIG entered into certain non-redemption “Non-Redemption “Non-Redeeming Non-Redemption Non-Redeeming Non-Redeeming Non-Redemption Non-Redeeming On February 9, 2023, the Company’s shareholders approved an amendment to amend and restate the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial Business Combination from February 11, 2023 to February 11, 2024 (the “Extension Proposal”). In connection with the vote to approve the Extension Proposal, shareholders holding an aggregate of 23,403,515 shares of the Company’s Class A ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account (as defined below). As a result, $238,305,063 (approximately $10.18 per share) was withdrawn redeem such shares. Following the redemptions, there Change in Board of Directors On May 5, 2023, Frits van Paasschen, a member of the Board, chair of the Audit Committee of the Board, chair of the Nominating and Corporate Governance Committee of the Board, and a member of the Compensation Committee of the Board, notified the Board of his resignation from the Board, effective upon the acceptance by the Board, which the Board accepted on May 8, 2023. Mr. van Paasschen’s resignation was voluntary and not the result of any disagreement with the operations, policies or practices of the Company. On May 8, 2023, the Board elected Chris Rogers as a member of the Board, chair of the Audit Committee of the Board, a member of the Nominating and Corporate Governance Committee of the Board, and a member of the Compensation Committee of the Board, effective immediately. Financing The registration by issuing Simultaneously Trust Account Following 2a-7 shareholders. On February 9, 2023, the Company’s shareholders approved an amendment to amend and restate the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial Business Combination from February 11, 2023 to February 11, 2024. Termination of the Proposed Brivo Transaction On In Golub because the Business Combination had not been consummated by July 9, 2022. On August 10, 2022, the Company received a notice of election from Brivo, notifying the Company that Brivo had elected to terminate the Business Combination. As a result of such election, the Business Combination was immediately terminated. In addition, the remaining Subscription Agreements were automatically terminated. Following a confidential settlement arrangement, the Company is no longer pursuing any remedies in connection with the termination of the Brivo Business Combination. On January 13, 2023, the Company formally withdrew its Form S-4 Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least % of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company The Class As of June The Company’s Sponsors, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares, private 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 and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and private placement shares if the Company fails to complete the initial Business Combination within the Combination Period. In the event Liquidity, Capital Resources and Going Concern As Through June 30, 2023, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares, the remaining net proceeds from the IPO, the sale of Private Placement Warrants, the Promissory Note (as defined below), the Working Capital Loan (as defined below) and capital contributions from the Sponsors of $673,418. The Company has incurred and expects to continue to incur significant costs in pursuit of it financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements are issued. Although no formal agreement exists, the Sponsors are committed to extend loans as needed (see Note 5). Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not limited to, curtailing operations, suspending the pursuit of a potential merger target, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to in on commercially acceptable terms, if at all, or that its plans to consummate an initial Business Combination will be successful. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, Risks and Uncertainties In February 2022, the Russian Federation commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation. As of the date of these financial statements, the impact of this action and the related sanctions on the world economy and the effect on these unaudited financial statements are currently not determinable. Management continues to evaluate the impact of the COVID-19 The Company’s results of operations and ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond the Company’s control. The Company’s business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated 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 consolidated 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. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023. The Company’s subsidiaries include Crown PropTech Merger Sub I Corp., a Delaware corporation and wholly owned direct subsidiary of Crown (“Merger Sub I”) and Crown PropTech Merger Sub II LLC, a Delaware limited liability company and wholly owned direct subsidiary of Crown (“Merger Sub II”); both of which were formed for the purposes of facilitating a proposed business agreement. All intercompany transactions have been eliminated upon consolidation. The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K E Principles of Consolidation The accompanying consolidated condensed financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company Status 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, 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 shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of these unaudited consolidated condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ 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 did no t have any cash equivalents as of June 30, 2023 and December 31, 2022. Investments Held in Trust Account At June 30, 2023 and December 31, 2022, the Trust Account had $43,906,522 and $279,998,549 held in marketable securities, respectively. Such securities are presented on the consolidated condensed balance sheets at fair value at the end of the reporting period. Dividends resulting from the change in fair value of these securities are included in trust dividend income in the accompanying consolidated condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. During the three and six months ended June 30, 2023, the Company withdrew $0 and $238,305,063, respectively, of principal and interest income from the Trust Account in connection with redemptions. During the three and six months ended June 30, 2022, no amounts were withdrawn from the Trust Account in connection with redemptions. 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 Depository Insurance Coverage of $250,000. At June 30, 2023 and December 31, 2022, the Company has not experienced losses on this account. Class A Ordinary Shares Subject to Possible Redemption Th e Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 4,196,485 and 27,600,000, respectively, shares of Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated condensed balance sheets. As of December 31, 2022 and June 30, 2023, the ordinary shares subject to possible redemption reflected on the consolidated condensed balance sheets are reconciled in the following table: Ordinary shares subject to possible redemption, December 31, 2022 $ 279,998,549 Less: Redemption (238,305,063 ) Plus: Remeasurement of carrying value to redemption value 2,213,036 Ordinary shares subject to possible redemption, June 30, 2023 $ 43,906,522 Net Income per Ordinary Shares The For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income including $ 326,879 $ 533,330 $ 170,202 $ 42,551 $ 345,965 $ 258,372 $ 2,855,394 $ 713,848 Denominator Weighted-average shares outstanding 4,196,485 6,900,000 27,600,000 6,900,000 9,239,231 6,900,000 27,600,000 6,900,000 Basic and diluted net income per share $ 0.08 $ 0.08 $ 0.01 $ 0.01 $ 0.04 $ 0.04 $ 0.10 $ 0.10 Share Based Compensation The Company complies with ASC 718 Compensation—Stock Compensation regarding Founder Shares acquired by directors and independent advisors of the Company at prices below fair value. The acquired shares vested upon granting of the shares. The Founder Shares owned by the director (1) may not be sold or transferred, until one year after the consummation of a Business Combination, (2) are not entitled to redemption from the funds held in the Trust Account, or any liquidating distributions. If the Company does not consummate a Business Combination during the Combination Period, the Company will liquidate and the shares will become worthless. The Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. 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 and working capital loan options, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC815-15. re-assessed The ASC815-40. re-measurement Working Capital Loans Option On Income Taxes The ASC Topic The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Recent Accounting Standards During August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 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 consolidated condensed financial statements. Securities Assignment Agreement On January Management Non-Redemption Beginning Non-Redemption Non-Redeeming Non-Redemption Non-Redeeming Non-Redeeming Non-Redemption Non-Redeeming Non-Redeeming Non-Redeeming Non-Redemption |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2023 | |
Initial Public Offering | |
Initial Public Offering | Note 3—Initial Public Offering Pursuant one-third |
Private Placement Warrants
Private Placement Warrants | 6 Months Ended |
Jun. 30, 2023 | |
Private Placement Warrants. | |
Private Placement Warrants | Note 4—Private Placement Warrants Simultaneously |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions | |
Related Party Transactions | Note 5—Related Party Transactions Founder Shares On October On February On January Crown PropTech 30-trading Promissory Note—Related Party On October non-interest Administrative Support Agreement Commencing Working Capital Loans In On Novembe non-interest On |
Commitments & Contingencies
Commitments & Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments & Contingencies | |
Commitments & Contingencies | Note 6—Commitments & Contingencies Registration Rights The Underwriters Agreement A deferred underwriting discount of $ per Unit, or $ in the aggregate, was payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement. In December 2022, the underwriters agreed to waive their right to receive the deferred underwriting discount. Advisory Service Agreements The Company has enlisted various entities as capital market advisors to assist in the identification and consummation of an initial Business Combination. During the fourth quarter of 2022 these contracts with the advisors have been terminated and no amounts were paid or due under the contracts. Attorney Fees The Company incurred legal fees in connection with the proposed Brivo Business Combination, none of which were payable until consummation of the proposed Brivo Business Combination. As of December 31, 2022, the Company fully paid a settled amount in legal fees associated with the Brivo Business Combination. Settlement of Payables In |
Shareholders' Deficit
Shareholders' Deficit | 6 Months Ended |
Jun. 30, 2023 | |
Shareholders' Deficit | |
Shareholders' Deficit | Note 7—Shareholders’ Deficit Preference Shares — The Company is authorized to issue a total of preference shares at par value of $ each. At June 30, 2023 and December 31, 2022, there were preference shares issued or outstanding. Class A Ordinary Shares — Class B Ordinary Shares — Holders The Class B one-for-one one-for-one |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2023 | |
Warrants | |
Warrants | Note 8—Warrants Public The The business days, after the closing of the Company’s Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th Once the warrants become exercisable, the Company may redeem the Public Warrants for redemption: • 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; • to each warrant holder; and • if, and only if, the reported closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If and In additio The Private non-redeemable |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | Note 9—Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Recurring Fair Value Measurements The Company’s permitted investments consist of U.S. Money Market funds. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. The Company’s management believes the Private Warrants are economically equivalent to the Public Warrants. As such, the valuation of the Private Warrants is based on the valuation of the Public Warrants. The fair value of the Private Warrant liability is classified within Level 2 of the fair value hierarchy due to the Company using quoted prices for similar instruments in active markets. At December 31, 2022, the Company’s Working Capital Loan option was based on a valuation model utilizing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. The inputs used to determine the fair value of the Working Capital Loan option liability were classified within Level 3 of the fair value hierarchy. On May 31, 2023, and effective as of January 17, 2023, Richard Chera agreed to waive the right to convert the amounts due under the Working Capital Loan into warrants. At June 30, 2023, the Working Capital Loan Option no longer existed. The following table presents fair value information of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. June 30, 2023 Level 1 Level 2 Level 3 Description Assets: Investments held in Trust Account $ 43,906,522 $ — $ — Liabilities: Public Warrants $ 736,000 $ — $ — Private Warrants — 401,067 — Fair Value of warrants $ 736,000 $ 401,067 $ — December 31, 2022 Level 1 Level 2 Level 3 Description Assets: Investments held in Trust Account $ 279,998,549 $ — $ — Liabilities: Working Capital Loan Option $ — $ — $ — Public Warrants — — — Private Warrants — — — Fair Value of warrants and Working Capital Loan Option $ — $ — $ — The Company utilized an internal model to value the Working Capital Loan op tion |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events | |
Subsequent Events | Note 10—Subsequent Events The |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated 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 consolidated 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. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023. The Company’s subsidiaries include Crown PropTech Merger Sub I Corp., a Delaware corporation and wholly owned direct subsidiary of Crown (“Merger Sub I”) and Crown PropTech Merger Sub II LLC, a Delaware limited liability company and wholly owned direct subsidiary of Crown (“Merger Sub II”); both of which were formed for the purposes of facilitating a proposed business agreement. All intercompany transactions have been eliminated upon consolidation. The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K E |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated condensed financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Emerging Growth Company Status | Emerging Growth Company Status 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, 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 shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of these unaudited consolidated condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ 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 did no t have any cash equivalents as of June 30, 2023 and December 31, 2022. |
Investments Held in Trust Account | Investments Held in Trust Account At June 30, 2023 and December 31, 2022, the Trust Account had $43,906,522 and $279,998,549 held in marketable securities, respectively. Such securities are presented on the consolidated condensed balance sheets at fair value at the end of the reporting period. Dividends resulting from the change in fair value of these securities are included in trust dividend income in the accompanying consolidated condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. During the three and six months ended June 30, 2023, the Company withdrew $0 and $238,305,063, respectively, of principal and interest income from the Trust Account in connection with redemptions. During the three and six months ended June 30, 2022, no amounts were withdrawn from the Trust Account in connection with redemptions. |
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 Depository Insurance Coverage of $250,000. At June 30, 2023 and December 31, 2022, the Company has not experienced losses on this account. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption Th e Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 4,196,485 and 27,600,000, respectively, shares of Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated condensed balance sheets. As of December 31, 2022 and June 30, 2023, the ordinary shares subject to possible redemption reflected on the consolidated condensed balance sheets are reconciled in the following table: Ordinary shares subject to possible redemption, December 31, 2022 $ 279,998,549 Less: Redemption (238,305,063 ) Plus: Remeasurement of carrying value to redemption value 2,213,036 Ordinary shares subject to possible redemption, June 30, 2023 $ 43,906,522 |
Net Income per Ordinary Shares | Net Income per Ordinary Shares The For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income including $ 326,879 $ 533,330 $ 170,202 $ 42,551 $ 345,965 $ 258,372 $ 2,855,394 $ 713,848 Denominator Weighted-average shares outstanding 4,196,485 6,900,000 27,600,000 6,900,000 9,239,231 6,900,000 27,600,000 6,900,000 Basic and diluted net income per share $ 0.08 $ 0.08 $ 0.01 $ 0.01 $ 0.04 $ 0.04 $ 0.10 $ 0.10 |
Share Based Compensation | Share Based Compensation The Company complies with ASC 718 Compensation—Stock Compensation regarding Founder Shares acquired by directors and independent advisors of the Company at prices below fair value. The acquired shares vested upon granting of the shares. The Founder Shares owned by the director (1) may not be sold or transferred, until one year after the consummation of a Business Combination, (2) are not entitled to redemption from the funds held in the Trust Account, or any liquidating distributions. If the Company does not consummate a Business Combination during the Combination Period, the Company will liquidate and the shares will become worthless. The |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. |
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 and working capital loan options, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC815-15. re-assessed The ASC815-40. re-measurement |
Working Capital Loans Option | Working Capital Loans Option On |
Income Taxes | Income Taxes The ASC Topic The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Recent Accounting Standards | Recent Accounting Standards During August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 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 consolidated condensed financial statements. |
Securities Assignment Agreement | Securities Assignment Agreement On January Management |
Non-Redemption Agreements | Non-Redemption Beginning Non-Redemption Non-Redeeming Non-Redemption Non-Redeeming Non-Redeeming Non-Redemption Non-Redeeming Non-Redeeming Non-Redeeming Non-Redemption |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Significant Accounting Policies | |
Schedule of ordinary shares subject to possible redemption | As of December 31, 2022 and June 30, 2023, the ordinary shares subject to possible redemption reflected on the consolidated condensed balance sheets are reconciled in the following table: Ordinary shares subject to possible redemption, December 31, 2022 $ 279,998,549 Less: Redemption (238,305,063 ) Plus: Remeasurement of carrying value to redemption value 2,213,036 Ordinary shares subject to possible redemption, June 30, 2023 $ 43,906,522 |
Summary of basic and diluted net income per common share | For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income including $ 326,879 $ 533,330 $ 170,202 $ 42,551 $ 345,965 $ 258,372 $ 2,855,394 $ 713,848 Denominator Weighted-average shares outstanding 4,196,485 6,900,000 27,600,000 6,900,000 9,239,231 6,900,000 27,600,000 6,900,000 Basic and diluted net income per share $ 0.08 $ 0.08 $ 0.01 $ 0.01 $ 0.04 $ 0.04 $ 0.10 $ 0.10 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements | |
Schedule of financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques | The following table presents fair value information of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. June 30, 2023 Level 1 Level 2 Level 3 Description Assets: Investments held in Trust Account $ 43,906,522 $ — $ — Liabilities: Public Warrants $ 736,000 $ — $ — Private Warrants — 401,067 — Fair Value of warrants $ 736,000 $ 401,067 $ — December 31, 2022 Level 1 Level 2 Level 3 Description Assets: Investments held in Trust Account $ 279,998,549 $ — $ — Liabilities: Working Capital Loan Option $ — $ — $ — Public Warrants — — — Private Warrants — — — Fair Value of warrants and Working Capital Loan Option $ — $ — $ — |
Organization and Business Ope_2
Organization and Business Operations (Details) | 6 Months Ended | ||||||
Feb. 09, 2023 USD ($) $ / shares shares | Jan. 31, 2023 shares | Jan. 17, 2023 shares | Feb. 11, 2021 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) ITEM $ / shares shares | Dec. 31, 2022 USD ($) | Nov. 10, 2021 USD ($) | |
Organization and Business Operations | |||||||
Condition for future business combination number of businesses minimum | ITEM | 1 | ||||||
Condition for future business combination use of proceeds percentage | 80 | ||||||
Condition For Future Business Combination Threshold Percentage Ownership | 50 | ||||||
Condition for future business combination threshold Net Tangible Assets | $ | $ 5,000,001 | ||||||
Redemption limit percentage without prior consent | 100 | ||||||
Cash held outside the Trust Account | $ | $ 31,048 | $ 80,212 | |||||
Capital contribution from Sponsor | $ | 673,418 | ||||||
Working capital deficit | $ | 1,658,590 | ||||||
Consideration received | $ | $ 25,000 | ||||||
Common Class Subject To Redemption [Member] | |||||||
Organization and Business Operations | |||||||
Number of stock bought back by the entity | 23,403,515 | ||||||
Deduction from trust account amount | $ | $ 238,305,063 | ||||||
Deduction from trust account amount per share | $ / shares | $ 10.18 | ||||||
Common shares, shares issued | 4,196,485 | ||||||
Common shares, shares outstanding | 4,196,485 | ||||||
Founder Shares [Member] | |||||||
Organization and Business Operations | |||||||
Common shares, shares outstanding | 6,900,000 | ||||||
Percentage of issued and outstanding common shares | 62.20% | ||||||
Termination of the Proposed Brivo (Business Combination) Transaction [Member] | Convertible promissory notes [Member] | Golub [Member] | |||||||
Organization and Business Operations | |||||||
Aggregate principal amount | $ | $ 68,000,000 | ||||||
Assignment Agreement [Member] | |||||||
Organization and Business Operations | |||||||
Shares sold transferred and ssigned by the sponsor | 5,662,000 | ||||||
Private placement warrants sold transferred and assigned by the sponsor | 250,667 | ||||||
Non Redemption Agreements [Member] | |||||||
Organization and Business Operations | |||||||
Assignment of economic interest of shares | 1,500,000 | 1,500,000 | |||||
Aggregate of non redeemable shares | 4,000,000 | 4,000,000 | |||||
Transfer of shares to non redeemable investors | 1,500,000 | 1,500,000 | |||||
Private Placement Warrants [Member] | |||||||
Organization and Business Operations | |||||||
Number of warrants to purchase shares issued | 5,013,333 | ||||||
Price of warrants | $ / shares | $ 1.5 | ||||||
IPO [Member] | |||||||
Organization and Business Operations | |||||||
Number of units sold | 27,600,000 | ||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | |||||
Proceeds from issuance initial public offering | $ | $ 276,000,000 | ||||||
Payments for investment of cash in Trust Account | $ | $ 276,000,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Feb. 09, 2023 | Jan. 31, 2023 | Jan. 17, 2023 | Nov. 30, 2021 | Feb. 11, 2021 | Feb. 28, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Significant Accounting Policies | |||||||||||
Cash equivalents | $ 0 | $ 0 | $ 0 | ||||||||
Cash equivalents held in trust account | 43,906,522 | 43,906,522 | 279,998,549 | ||||||||
Federal Depository Insurance Coverage | $ 250,000 | $ 250,000 | |||||||||
Warrants exercised | 0 | 0 | 0 | 0 | |||||||
Number of shares, shares based compensation | 250,000 | ||||||||||
Unrecognized tax benefits | $ 0 | $ 0 | 0 | ||||||||
Unrecognized tax benefits accrued for interest and penalties | 0 | 0 | 0 | ||||||||
Cash withdrawn from Trust Account in connection with redemption | $ 0 | $ 0 | $ 238,305,063 | $ 0 | |||||||
Non Redemption Agreements [Member] | |||||||||||
Significant Accounting Policies | |||||||||||
Price per share | $ 0.77 | ||||||||||
Sale of Founder Shares (in shares) | 1,156,500 | ||||||||||
Assignment of economic interest of shares | 1,500,000 | 1,500,000 | |||||||||
Aggregate of non redeemable shares | 4,000,000 | 4,000,000 | |||||||||
Transfer of shares to non redeemable investors | 1,500,000 | 1,500,000 | |||||||||
Aggregate purchase price | $ 1,500,000 | ||||||||||
Richard Chera | Promissory Note | |||||||||||
Significant Accounting Policies | |||||||||||
Maximum amount of promissory notes convertible into warrants | $ 1,500,000 | ||||||||||
Price of warrant | $ 1.5 | ||||||||||
Richard Chera | Promissory Note | Related Party [Member] | |||||||||||
Significant Accounting Policies | |||||||||||
Aggregate principal amount of loan from related party | $ 1,500,000 | ||||||||||
Warrants and rights subject to mandatory redemption [Member] | |||||||||||
Significant Accounting Policies | |||||||||||
Number of warrants in a unit | 14,213,333 | ||||||||||
Public Warrants [Member] | |||||||||||
Significant Accounting Policies | |||||||||||
Number of warrants in a unit | (9,200,000) | ||||||||||
Private Placement Warrants [Member] | |||||||||||
Significant Accounting Policies | |||||||||||
Number of warrants in a unit | (5,013,333) | ||||||||||
Price of warrant | $ 1.5 | $ 1.5 | |||||||||
Number of warrants to purchase shares issued | 5,013,333 | 5,013,333 | |||||||||
Private Placement Warrants [Member] | Assignment Agreement [Member] | |||||||||||
Significant Accounting Policies | |||||||||||
shares acquired | 250,667 | ||||||||||
Working Capital Loans [Member] | |||||||||||
Significant Accounting Policies | |||||||||||
Price of warrant | $ 1.5 | $ 1.5 | |||||||||
Working Capital Loans [Member] | Related Party [Member] | |||||||||||
Significant Accounting Policies | |||||||||||
Aggregate principal amount of loan from related party | $ 0 | ||||||||||
Working Capital Loans [Member] | Richard Chera | Promissory Note | |||||||||||
Significant Accounting Policies | |||||||||||
Maximum amount of promissory notes convertible into warrants | $ 666,000 | ||||||||||
Price of warrant | $ 1.5 | ||||||||||
Number of warrants to purchase shares issued | 444,000 | ||||||||||
Working Capital Loans [Member] | Richard Chera | Promissory Note | Related Party [Member] | |||||||||||
Significant Accounting Policies | |||||||||||
Aggregate principal amount of loan from related party | $ 1,500,000 | ||||||||||
Class A ordinary shares [Member] | |||||||||||
Significant Accounting Policies | |||||||||||
Anti-dilutive securities attributable to warrants (in shares) | 14,213,333 | ||||||||||
Price per share | $ 11.5 | 9.2 | $ 9.2 | ||||||||
Class A ordinary shares [Member] | Private Placement Warrants [Member] | |||||||||||
Significant Accounting Policies | |||||||||||
Price of warrant | $ 11.5 | $ 11.5 | |||||||||
Class A ordinary shares subject to possible redemption [Member] | |||||||||||
Significant Accounting Policies | |||||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 4,196,485 | 4,196,485 | 27,600,000 | ||||||||
Common Class B [Member] | Assignment Agreement [Member] | |||||||||||
Significant Accounting Policies | |||||||||||
shares acquired | 5,662,000 | ||||||||||
Common Class B [Member] | Private Placement Warrants [Member] | Assignment Agreement [Member] | |||||||||||
Significant Accounting Policies | |||||||||||
shares acquired, value | $ 2,859,310 | ||||||||||
Excess value of ordinary shares and Warrants | $ 2,837,593 |
Significant Accounting Polici_5
Significant Accounting Policies - Ordinary shares subject to possible redemption (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Significant Accounting Policies | |
Ordinary shares subject to possible redemption, December 31, 2022 | $ 279,998,549 |
Redemption | (238,305,063) |
Remeasurement of carrying value to redemption value | 2,213,036 |
Ordinary shares subject to possible redemption, June 30, 2023 | $ 43,906,522 |
Significant Accounting Polici_6
Significant Accounting Policies - Summary of basic and diluted net income per common share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Class A | ||||
Numerator: | ||||
Allocation of net income including remeasurement of temporary equity | $ 326,879 | $ 170,202 | $ 345,965 | $ 2,855,394 |
Denominator: | ||||
Weighted average shares outstanding, basic | 4,196,485 | 27,600,000 | 9,239,231 | 27,600,000 |
Weighted average shares outstanding, diluted | 4,196,485 | 27,600,000 | 9,239,231 | 27,600,000 |
Net income per share, basic | $ 0.08 | $ 0.01 | $ 0.04 | $ 0.1 |
Net income per share, diluted | $ 0.08 | $ 0.01 | $ 0.04 | $ 0.1 |
Class B | ||||
Numerator: | ||||
Allocation of net income including remeasurement of temporary equity | $ 533,330 | $ 42,551 | $ 258,372 | $ 713,848 |
Denominator: | ||||
Weighted average shares outstanding, basic | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 |
Weighted average shares outstanding, diluted | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 |
Net income per share, basic | $ 0.08 | $ 0.01 | $ 0.04 | $ 0.1 |
Net income per share, diluted | $ 0.08 | $ 0.01 | $ 0.04 | $ 0.1 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 6 Months Ended | ||
Feb. 11, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | |
Public Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants in a unit | (9,200,000) | ||
Common Class A [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | |
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 27,600,000 | ||
Purchase price, per unit | $ 10 | $ 10 | |
IPO [Member] | Public Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants in a unit | 1 | ||
IPO [Member] | Common Class A [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares in a unit | 1 | ||
Common shares, par value, (per share) | $ 0.0001 | ||
IPO [Member] | Common Class A [Member] | Public Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.5 |
Private Placement Warrants (Det
Private Placement Warrants (Details) - Private Placement Warrants [Member] | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrants to purchase shares issued | shares | 5,013,333 |
Price of warrants | $ / shares | $ 1.5 |
Aggregate purchase price | $ | $ 7,520,000 |
Common Class A [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Price of warrants | $ / shares | $ 11.5 |
Number of shares per warrant | shares | 1 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | 1 Months Ended | ||||||
Jan. 17, 2023 USD ($) shares | Feb. 11, 2021 USD ($) shares | Feb. 09, 2021 shares | Oct. 13, 2020 USD ($) d $ / shares shares | Feb. 28, 2021 shares | Jun. 30, 2023 shares | Dec. 31, 2022 shares | |
Related Party Transaction [Line Items] | |||||||
Number of shares, shares based compensation | 250,000 | ||||||
Arrangement One [Member] | Private Placement Warrants [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Class of warrants or rights transferred during the period shares | 250,667 | ||||||
Common Class A [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common shares, shares issued (in shares) | 0 | 0 | |||||
Common shares, shares outstanding (in shares) | 0 | 0 | |||||
Common Class B [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common shares, shares issued (in shares) | 6,900,000 | 6,900,000 | |||||
Common shares, shares outstanding (in shares) | 6,900,000 | 6,900,000 | |||||
Common Class B [Member] | Arrangement One [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock shares transferred during the period shares | 5,662,000 | ||||||
Class B Common Stock And Private Placement Warrants [Member] | Arrangement One [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Payment for the transfer of warrants and common stock | $ | $ 21,717 | ||||||
Founder Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued | 690,000 | ||||||
Aggregate purchase price | $ | $ 2,500 | ||||||
Common shares, shares outstanding (in shares) | 5,960,000 | ||||||
Number of shares, shares based compensation | 250,000 | ||||||
Founder Shares [Member] | Common Class B [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Share dividend | 0.2 | ||||||
Common shares, shares issued (in shares) | 6,900,000 | ||||||
Common shares, shares outstanding (in shares) | 6,900,000 | ||||||
Founder Shares [Member] | Sponsor [Member] | Common Class A [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | d | 20 | ||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | d | 30 | ||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||||
Founder Shares [Member] | Sponsor [Member] | Common Class B [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued | 5,750,000 | ||||||
Aggregate purchase price | $ | $ 25,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 6 Months Ended | |||
Nov. 30, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Oct. 13, 2020 | |
Richard Chera [Member] | Promissory Note [Member] | ||||
Related Party Transaction [Line Items] | ||||
Price of warrant | $ 1.5 | |||
Period within which promissory note becomes due | 12 months | |||
Maximum amount of promissory notes convertible into warrants | $ 1,500,000 | |||
Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to related party | $ 0 | $ 339,107 | ||
Related Party [Member] | Richard Chera [Member] | Promissory Note [Member] | ||||
Related Party Transaction [Line Items] | ||||
Aggregate principal amount of loan from related party | $ 1,500,000 | |||
Working Capital Loans [Member] | ||||
Related Party Transaction [Line Items] | ||||
Loan conversion agreement warrant | $ 1,500,000 | |||
Price of warrant | $ 1.5 | |||
Working Capital Loans [Member] | Richard Chera [Member] | Promissory Note [Member] | ||||
Related Party Transaction [Line Items] | ||||
Price of warrant | $ 1.5 | |||
Maximum amount of promissory notes convertible into warrants | $ 666,000 | |||
Working Capital Loans [Member] | Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Aggregate principal amount of loan from related party | 0 | |||
Working Capital Loans [Member] | Related Party [Member] | Richard Chera [Member] | Promissory Note [Member] | ||||
Related Party Transaction [Line Items] | ||||
Aggregate principal amount of loan from related party | $ 1,500,000 | |||
Promissory Note with Related Party [Member] | Sponsor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||
Administrative Support Agreement [Member] | Sponsor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Expenses per month | 15,000 | |||
Due to related party | 0 | 339,107 | ||
Gain loss on account of settlement of payables | 339,107 | |||
AR Note [Member] | ||||
Related Party Transaction [Line Items] | ||||
Promissory note, outstanding balance | $ 801,000 | $ 666,000 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||||||
Dec. 01, 2022 | Feb. 11, 2021 | Jun. 30, 2023 | Apr. 30, 2023 | Jan. 31, 2023 | Jan. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Commitments & Contingencies | ||||||||
Underwriting cash discount per unit | $ 0.35 | |||||||
Aggregate deferred underwriting fee payable | $ 9,660,000 | |||||||
Deferred fee per unit | $ 0.35 | |||||||
Underwriter cash discount | $ 9,660,000 | |||||||
Settlement of payables and due to related party | $ 6,472,941 | $ 7,250,812 | $ 400,000 | $ 377,871 | $ (777,871) |
Shareholders' Deficit - Preferr
Shareholders' Deficit - Preferred Stock Shares (Details) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Shareholders' Deficit | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Shareholders' Deficit - Common
Shareholders' Deficit - Common Stock Shares (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Common Class A Subject To Redemption [Member] | ||
Class of Stock [Line Items] | ||
Class A common stock subject to possible redemption, issued (in shares) | 4,196,485 | 27,600,000 |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 0 | 0 |
Common shares, shares outstanding (in shares) | 0 | 0 |
Aggregated shares issued upon converted basis (in percent) | 20% | |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 6,900,000 | 6,900,000 |
Common shares, shares outstanding (in shares) | 6,900,000 | 6,900,000 |
Warrants (Details)
Warrants (Details) | 6 Months Ended | |
Jun. 30, 2023 Day $ / shares | Feb. 11, 2021 $ / shares | |
Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Public warrants exercisable term after the completion of a business combination | 30 days | |
Public warrants exercisable term from the closing of the public offering | 12 months | |
Public warrants expiration term | 5 years | |
Threshold maximum period for filing registration statement after business combination | 15 days | |
Aggregate gross proceeds as percentage of total equity proceeds | 60% | |
Trading days determining volume weighted average price | 20 days | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115% | |
Public Warrants [Member] | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Threshold trading days for redemption of public warrants | Day | 20 | |
Trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination | Day | 30 | |
Adjustment of redemption price of stock based on market value and newly issued price (as a percent) | 180% | |
Public Warrants [Member] | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |
Adjustment of redemption price of stock based on market value and newly issued price (as a percent) | 100% | |
Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |
Common Class A [Member] | ||
Class of Warrant or Right [Line Items] | ||
Price per share | $ 9.2 | $ 11.5 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Investments held in Trust account | $ 43,906,522 | $ 279,998,549 |
Liabilities: | ||
Warrants | 1,137,067 | 0 |
Level 1 | Recurring | ||
Assets: | ||
Investments held in Trust account | 43,906,522 | 279,998,549 |
Liabilities: | ||
Fair Value of warrants | 736,000 | 0 |
Level 1 | Recurring | Public Warrants [Member] | ||
Liabilities: | ||
Warrants | 736,000 | |
Level 2 | Recurring | ||
Liabilities: | ||
Fair Value of warrants | 401,067 | 0 |
Level 2 | Recurring | Private Placement Warrants [Member] | ||
Liabilities: | ||
Warrants | $ 401,067 | $ 0 |