Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | BLUERIVER ACQUISITION CORP. |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 5 |
Entity Central Index Key | 0001831006 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | E9 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash | $ 17,188 | $ 21,548 | $ 562,346 |
Prepaid expenses | 21,250 | 19,605 | 217,105 |
Total current assets | 38,438 | 41,153 | 779,451 |
Cash and investments held in Trust Account | 19,944,334 | 291,525,100 | 287,520,384 |
Total Assets | 19,982,772 | 291,566,253 | 288,299,835 |
Current liabilities: | |||
Accounts payable | 2,258,383 | 555,911 | 614,027 |
Accrued expenses | 1,153,000 | 602,021 | 159,407 |
Total current liabilities | 4,126,313 | 1,258,732 | 773,434 |
Deferred legal fees | 176,982 | 176,982 | 168,772 |
Deferred underwriting commissions | 10,062,500 | 10,062,500 | |
Derivative warrant liabilities | 492,500 | 197,000 | 5,910,000 |
Total liabilities | 4,795,795 | 11,695,214 | 16,914,706 |
Commitments and Contingencies | |||
Class A Ordinary Shares Subject to Possible Redemption | 19,844,335 | 291,425,100 | 287,500,000 |
Shareholders’ Deficit: | |||
Preference shares | |||
Class A ordinary shares | 80 | 80 | 80 |
Class B ordinary shares | 719 | 719 | 719 |
Additional paid-in capital | 1,653,849 | ||
Accumulated deficit | (6,312,006) | (11,554,860) | (16,115,670) |
Total shareholders’ deficit | (4,657,358) | (11,554,061) | (16,114,871) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | 19,982,772 | 291,566,253 | 288,299,835 |
Related Party | |||
Current liabilities: | |||
Due to related party | 20,930 | ||
Working capital loan – related party | $ 694,000 | $ 100,800 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preference shares, shares issued | |||
Preference shares, shares outstanding | |||
Class A ordinary shares subject to possible redemption | |||
Ordinary shares subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares subject to possible redemption, shares issued | 1,872,928 | 28,750,000 | 28,750,000 |
Ordinary shares subject to possible redemption, shares outstanding | 1,872,928 | 28,750,000 | 28,750,000 |
Purchase price, per unit (in Dollars per share) | $ 10.6 | $ 10.14 | $ 10 |
Class A Ordinary Shares | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Ordinary shares, shares issued | 800,000 | 800,000 | 800,000 |
Ordinary shares, shares outstanding | 800,000 | 800,000 | 800,000 |
Class B Ordinary Shares | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued | 7,187,500 | 7,187,500 | 7,187,500 |
Ordinary shares, shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
General and administrative expenses | $ 3,477,461 | $ 105,837 | $ 5,904,541 | $ 455,910 | $ 631,006 | $ 1,339,511 |
General and administrative expenses – related party | 150,000 | 155,724 | 450,000 | 471,845 | 600,000 | 500,000 |
Loss from operations | (3,627,461) | (261,561) | (6,354,541) | (927,755) | (1,231,006) | (1,839,511) |
Other income (expenses): | ||||||
Interest income from cash and investments held in Trust Account | 243,659 | 901,194 | 1,829,595 | 1,038,563 | 4,004,716 | 20,384 |
Change in fair value of derivative warrant liabilities | (197,000) | 591,000 | (295,500) | 5,417,500 | 5,713,000 | 4,728,000 |
Gain from extinguishment of deferred underwriting commissions | 362,250 | 362,250 | ||||
Change in fair value of working capital loan – related party | 800 | (800) | ||||
Total other income, net | 408,909 | 1,492,194 | 1,897,145 | 6,456,063 | ||
Offering costs – derivative warrant liabilities | (590,295) | |||||
Net income (loss) | $ (3,218,552) | $ 1,230,633 | $ (4,457,396) | $ 5,528,308 | $ 8,485,910 | $ 2,318,578 |
Class A Ordinary Shares | ||||||
Other income (expenses): | ||||||
Weighted average shares outstanding, basic (in Shares) | 2,722,722 | 29,550,000 | 5,632,404 | 29,550,000 | 29,550,000 | 26,959,315 |
Weighted average shares outstanding, diluted (in Shares) | 2,722,722 | 29,550,000 | 5,632,404 | 29,550,000 | 29,550,000 | 26,959,315 |
Net (loss) income per ordinary share, Basic (in Dollars per share) | $ (0.32) | $ 0.03 | $ (0.35) | $ 0.15 | $ 0.23 | $ 0.07 |
Class B Ordinary Shares | ||||||
Other income (expenses): | ||||||
Weighted average shares outstanding, basic (in Shares) | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,105,308 |
Weighted average shares outstanding, diluted (in Shares) | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 |
Net (loss) income per ordinary share, Basic (in Dollars per share) | $ (0.32) | $ 0.03 | $ (0.35) | $ 0.15 | $ 0.23 | $ 0.07 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Operations (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class A Ordinary Shares | ||||||
Weighted average shares outstanding, diluted (in Shares) | 2,722,722 | 29,550,000 | 5,632,404 | 29,550,000 | 29,550,000 | 26,959,315 |
Net income (loss) income per ordinary share, Diluted | $ (0.32) | $ 0.03 | $ (0.35) | $ 0.15 | $ 0.23 | $ 0.07 |
Class B Ordinary Shares | ||||||
Weighted average shares outstanding, diluted (in Shares) | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 |
Net income (loss) income per ordinary share, Diluted | $ (0.32) | $ 0.03 | $ (0.35) | $ 0.15 | $ 0.23 | $ 0.07 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 719 | $ 24,281 | $ (13,671) | $ 11,329 | |
Balance (in Shares) at Dec. 31, 2020 | 7,187,500 | ||||
Sale of private placement units to Sponsor in private placement, less allocation to derivative warrant liabilities | $ 80 | 7,711,920 | 7,712,000 | ||
Sale of private placement units to Sponsor in private placement, less allocation to derivative warrant liabilities (in Shares) | 800,000 | ||||
Accretion of Class A ordinary shares subject to possible redemption | (7,736,201) | (18,420,577) | (26,156,778) | ||
Net income (loss) | 2,318,578 | 2,318,578 | |||
Balance at Dec. 31, 2021 | $ 80 | $ 719 | (16,115,670) | (16,114,871) | |
Balance (in Shares) at Dec. 31, 2021 | 800,000 | 7,187,500 | |||
Net income (loss) | 3,071,919 | 3,071,919 | |||
Balance at Mar. 31, 2022 | $ 80 | $ 719 | (13,043,751) | (13,042,952) | |
Balance (in Shares) at Mar. 31, 2022 | 800,000 | 7,187,500 | |||
Balance at Dec. 31, 2021 | $ 80 | $ 719 | (16,115,670) | (16,114,871) | |
Balance (in Shares) at Dec. 31, 2021 | 800,000 | 7,187,500 | |||
Net income (loss) | 5,528,308 | ||||
Balance at Sep. 30, 2022 | $ 80 | $ 719 | (11,546,310) | (11,545,511) | |
Balance (in Shares) at Sep. 30, 2022 | 800,000 | 7,187,500 | |||
Balance at Dec. 31, 2021 | $ 80 | $ 719 | (16,115,670) | (16,114,871) | |
Balance (in Shares) at Dec. 31, 2021 | 800,000 | 7,187,500 | |||
Net income (loss) | 8,485,910 | 8,485,910 | |||
Increase in Class A ordinary shares subject to possible redemption | (3,925,100) | (3,925,100) | |||
Balance at Dec. 31, 2022 | $ 80 | $ 719 | (11,554,860) | (11,554,061) | |
Balance (in Shares) at Dec. 31, 2022 | 800,000 | 7,187,500 | |||
Balance at Mar. 31, 2022 | $ 80 | $ 719 | (13,043,751) | (13,042,952) | |
Balance (in Shares) at Mar. 31, 2022 | 800,000 | 7,187,500 | |||
Net income (loss) | 1,225,756 | 1,225,756 | |||
Increase in Class A ordinary shares subject to possible redemption | (57,754) | (57,754) | |||
Balance at Jun. 30, 2022 | $ 80 | $ 719 | (11,875,749) | (11,874,950) | |
Balance (in Shares) at Jun. 30, 2022 | 800,000 | 7,187,500 | |||
Net income (loss) | 1,230,633 | 1,230,633 | |||
Increase in Class A ordinary shares subject to possible redemption | (901,194) | (901,194) | |||
Balance at Sep. 30, 2022 | $ 80 | $ 719 | (11,546,310) | (11,545,511) | |
Balance (in Shares) at Sep. 30, 2022 | 800,000 | 7,187,500 | |||
Balance at Dec. 31, 2022 | $ 80 | $ 719 | (11,554,860) | (11,554,061) | |
Balance (in Shares) at Dec. 31, 2022 | 800,000 | 7,187,500 | |||
Stock compensation expense | 1,701,444 | 1,701,444 | |||
Shareholder non-redemption agreement | 2,333,639 | 2,333,639 | |||
Contribution from the Sponsor | (2,333,639) | (2,333,639) | |||
Net income (loss) | (1,014,827) | (1,014,827) | |||
Increase in Class A ordinary shares subject to possible redemption | (1,406,202) | (1,406,202) | |||
Balance at Mar. 31, 2023 | $ 80 | $ 719 | 295,242 | (12,569,687) | (12,273,646) |
Balance (in Shares) at Mar. 31, 2023 | 800,000 | 7,187,500 | |||
Balance at Dec. 31, 2022 | $ 80 | $ 719 | (11,554,860) | (11,554,061) | |
Balance (in Shares) at Dec. 31, 2022 | 800,000 | 7,187,500 | |||
Net income (loss) | (4,457,396) | ||||
Balance at Sep. 30, 2023 | $ 80 | $ 719 | 1,653,849 | (6,312,006) | (4,657,358) |
Balance (in Shares) at Sep. 30, 2023 | 800,000 | 7,187,500 | |||
Balance at Mar. 31, 2023 | $ 80 | $ 719 | 295,242 | (12,569,687) | (12,273,646) |
Balance (in Shares) at Mar. 31, 2023 | 800,000 | 7,187,500 | |||
Net income (loss) | (224,017) | (224,017) | |||
Increase in Class A ordinary shares subject to possible redemption | (179,734) | (179,734) | |||
Balance at Jun. 30, 2023 | $ 80 | $ 719 | 115,508 | (12,793,704) | (12,677,397) |
Balance (in Shares) at Jun. 30, 2023 | 800,000 | 7,187,500 | |||
Shareholder non-redemption agreement | 1,782,000 | 1,782,000 | |||
Net income (loss) | (3,218,552) | (3,218,552) | |||
Increase in Class A ordinary shares subject to possible redemption | (243,659) | 9,700,250 | 9,456,591 | ||
Balance at Sep. 30, 2023 | $ 80 | $ 719 | $ 1,653,849 | $ (6,312,006) | $ (4,657,358) |
Balance (in Shares) at Sep. 30, 2023 | 800,000 | 7,187,500 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||||
Net (loss) income | $ (4,457,396) | $ 5,528,308 | $ 8,485,910 | $ 2,318,578 |
Adjustment to reconcile net income to net cash used in operating activities: | ||||
Income from cash and investments held in Trust Account | (1,829,595) | (1,038,563) | (4,004,716) | (20,384) |
Change in fair value of derivative warrant liabilities | 295,500 | (5,417,500) | (5,713,000) | (4,728,000) |
Change in fair value of working capital loan – related party | (800) | 800 | ||
Stock compensation expense | 3,483,444 | |||
Gain from extinguishment of deferred underwriting commissions | (362,250) | |||
Offering costs – derivative warrant liabilities | 590,295 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (1,645) | 85,416 | 197,500 | (205,776) |
Accounts payable | 1,723,402 | (12,883) | (58,116) | 588,577 |
Accrued expenses | 550,980 | 365,593 | 517,614 | 84,407 |
Deferred legal fees | 8,210 | 8,210 | 168,772 | |
Net cash used in operating activities | (598,360) | (481,419) | (565,798) | (1,203,531) |
Cash Flows from Investing Activities: | ||||
Cash deposited in Trust Account | (287,500,000) | |||
Cash withdrawn from Trust Account in connection with redemption | 273,410,361 | |||
Net cash provided by investing activities | 273,410,361 | (287,500,000) | ||
Cash Flows from Financing Activities: | ||||
Payment of note payable to related party | (78,625) | |||
Proceeds received from initial public offering, gross | 287,500,000 | |||
Proceeds received from private placement | 8,000,000 | |||
Redemption of Class A ordinary shares | (273,410,361) | |||
Proceeds from issuance of working capital loan to related party | 594,000 | |||
Offering costs paid | (75,000) | (75,000) | (6,155,498) | |
Proceeds received from related party working capital loan | 100,000 | |||
Net cash used in financing activities | (272,816,361) | (75,000) | 25,000 | 289,265,877 |
Net change in cash | (4,360) | (556,419) | (540,798) | 562,346 |
Cash – beginning of the period | 21,548 | 562,346 | 562,346 | |
Cash – end of the period | 17,188 | 5,927 | 21,548 | 562,346 |
Supplemental disclosure of noncash financing activities: | ||||
Accounts payable paid by the Sponsor | 20,930 | |||
Forgiveness of deferred underwriting fee payable allocated to Class A ordinary shares | $ 9,700,250 | |||
Supplemental disclosure of noncash financing activities: | ||||
Offering costs included in accrued expenses | 75,000 | |||
Offering costs paid by related party under note payable | 35,000 | |||
Deferred underwriting commissions | $ 10,062,500 |
Description of Organization, Bu
Description of Organization, Business Operations and Liquidity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Description of Organization, Business Operations and Liquidity [Abstract] | ||
Description of Organization, Business Operations and Liquidity | Note 1 — Description of Organization, Business Operations and Liquidity BlueRiver Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on October 19, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. The Company has one subsidiary, BLUA Merger Sub LLC, a direct wholly owned subsidiary of the Company incorporated in Texas on July As of September 30, 2023, the Company had not commenced any operations. All activity for the period from October 19, 2020 (inception) through September 30, 2023 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below, and subsequent to the Initial Public Offering, searching for a 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 The Company’s sponsor is BlueRiver Ventures, LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 28, 2021. On February 2, 2021, the Company consummated its Initial Public Offering of 28,750,000 units (each, a “Unit” and collectively, the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 3,750,000 additional Units to cover over -allotments -Allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 800,000 units (each, a “Private Placement Unit” and collectively, the “Private Placement Units”), at a price of $10.00 per Private Placement Unit with the Sponsor, generating gross proceeds of approximately $8.0 million (Notes 4 and 6). Upon the closing of the Initial Public Offering and the Private Placement, $287.5 -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post -transaction The Company will provide the holders (the “Public Shareholders”) of its Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, subject to applicable law and stock exchange listing requirements. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes). The per -share -public Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would (a) modify the substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its Business Combination within 36 months (including 6 If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share -outstanding The initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account or potentially less. In order to protect the amounts held in the Trust Account, the Sponsor agreed to 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 discussed entering into a transaction 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 Public Share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or 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”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party On March 9, 2023, the Company announced its intention to transfer the listing of its securities from NYSE to the NYSE American LLC (“NYSE American”). In connection with listing on the NYSE American, the Company will voluntarily delist from the New York Stock Exchange. Following the transfer of its listing, the Company intends to continue to file the same periodic reports and other information it currently files with the Securities and Exchange Commission. The Company completed the listing transfer of its securities to NYSE American on March 21, 2023 and began trading on NYSE American on March 24, 2023. Trust Account Redemptions and Extension of Combination Period On January -redemption -Redemption -Redeemed -Redeemed -Redemption On January On July -redemption -Redemption -Redeemed -Redeemed -Redemption On August In connection with the Second Special Meeting, the holders of an aggregate of 138,816 Public Shares exercised their right to redeem their shares for an aggregate of approximately $1,471,204 in cash held in the Trust Account. Liquidity and Going Concern As of September 30, 2023, the Company had approximately $17,000 in its operating bank account and a working capital deficit of approximately $4.1 million. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, the loan of approximately $79,000 from the Sponsor under the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on February 5, 2021. In addition, in order to finance transaction costs in connection with a 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, provide the Company Working Capital Loans (as defined in Note 4). On November 9, 2022, the Company entered into a promissory note agreement (“Sponsor Note”) with the Sponsor, providing the Company the ability to borrow up to $1.5 million. On November 17, 2022, the Company drew down $100,000 under the Sponsor Note agreement. At various dates during the nine months ended September Management has determined that the Company does not have sufficient funds and may need to borrow from its Sponsor to fund the working capital needs of the Company until the consummation of an initial Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014 -15 Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 Management is currently evaluating the impact of the current global economic uncertainty, rising interest rates, high inflation, high energy prices, supply chain disruptions, the Israel – Hamas conflict and the Russia – Ukraine war (including the impact of any sanctions imposed in response thereto) and has concluded that while it is reasonably possible that any of these could have a negative effect on our financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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. On May 1, 2023, First Republic Bank became insolvent. Federal regulators seized the assets of the bank and negotiated a sale of its assets to JP Morgan Chase. The Company held deposits with this bank. As a result of the sale of the assets to JP Morgan Chase, the Company believes its insured and uninsured deposits are not at risk. | Note 1 — Description of Organization, Business Operations and Liquidity BlueRiver Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on October 19, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from October 19, 2020 (inception) through December 31, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below, and subsequent to the Initial Public Offering, searching for a 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 The Company’s sponsor is BlueRiver Ventures, LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 28, 2021. On February 2, 2021, the Company consummated its Initial Public Offering of 28,750,000 units (each, a “Unit” and collectively, the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 3,750,000 additional Units to cover over -allotments -Allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 800,000 units (each, a “Private Placement Unit” and collectively, the “Private Placement Units”), at a price of $10.00 per Private Placement Unit with the Sponsor, generating gross proceeds of approximately $8.0 million (Notes 4 and 6). Upon the closing of the Initial Public Offering and the Private Placement, $287.5 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post -transaction The Company will provide the holders (the “Public Shareholders”) of its Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, subject to applicable law and stock exchange listing requirements. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes). The per -share -public Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would (a) modify the substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its Business Combination within 30 months (including 6 If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share 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 income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then -outstanding The initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account or potentially less. In order to protect the amounts held in the Trust Account, the Sponsor agreed to 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 discussed entering into a transaction 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 Public Share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or 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”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party Trust Account Redemptions and Extension of Combination Period On January 31, 2023, the Company held a Special Meeting at which the shareholders voted to extend the time the Company has to consummate an initial business combination from February 2, 2023 to August 2, 2023. In connection with such vote, on January 27, the holders of an aggregate of 26,738,255 Public Shares exercised their right to redeem their shares for an aggregate of $271,939,156 in cash held in the Trust Account. Liquidity and Going Concern As of December 31, 2022, the Company had approximately $22,000 in its operating bank account and a working capital deficit of approximately $1.2 million. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, the loan of approximately $79,000 from the Sponsor under the Note (as defined in Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on February 5, 2021. In addition, in order to finance transaction costs in connection with a 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, provide the Company Working Capital Loans (as defined in Note 4). On November 9, 2022, the Company entered into a promissory note agreement (“Sponsor Note”) with the Sponsor, providing the Company the ability to borrow up to $1.5 million. On November 17, 2022, the Company drew down $100,000 under the Sponsor Note agreement. As of December 31, 2022 and 2021, there was $100,800 and $0, respectively, outstanding under any Working Capital Loans. Management has determined that the Company does not have sufficient funds and may need to borrow from its Sponsor to fund the working capital needs of the Company until the consummation of an initial Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014 -15 Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 In February 2022, the Russian Federation and Belarus 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 and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | ||
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10 -Q -X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10 -K Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly -owned Emerging Growth Company As an emerging growth company, the Company 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 Further, Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s 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 condensed consolidated financial statements and the reported amounts of revenues and 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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term no Cash and Investments Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held to maturity in accordance with FASB Accounting Standard Codification (“ASC”) Topic 320, “Investments — Debt and Equity Securities.” Held -to-maturity -to-maturity With respect to the regulation of special purpose acquisition companies (“SPACs”) like the Company, on March 30, 2022, the SEC issued proposed rules relating to, among other items, the circumstances in which SPACs could become subject to regulation under the Investment Company Act. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, in May 2023 the Company instructed the trustee of the Trust Account to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest -bearing -bearing At September 30, 2023, substantially all of the assets held in the Trust Account were held in cash. At December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which invest primarily in U.S. Treasury securities. The money market funds are presented at fair value within the accompanying condensed consolidated balance sheets, and fair value of the investments in the Trust Account is equal to the amortized cost basis of the money market funds. Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year that 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 fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the condensed consolidated balance sheets due to their short -term 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. U.S. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 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 FASB ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Subtopic 815 -15 -assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants (as defined in Note 4) (collectively, the “warrants”) are recognized as derivative liabilities in accordance with ASC Subtopic 815 -40 -40 -neutral -current Convertible Instruments The Company accounted for the Working Capital Loans, as described in Note 4, analyzing the conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free -standing The Company reviews the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non -operating It was determined that the conversion option was de minimis, as such the Company has recorded the Working Capital Loans at par value. Offering Costs Associated with the Initial Public Offering 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 are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non -operating -current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A 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, Class A ordinary shares are classified as shareholders’ equity. As part of the Private Placement, the Company issued 800,000 shares of Class A ordinary shares to the Sponsor (“Private Placement Shares”). These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of the initial business combination, and as such are considered non -redeemable The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption 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. The change in the carrying value of redeemable shares of Class A ordinary shares resulted in charges against additional paid -in Income Taxes The Company follows the guidance for accounting for income taxes under FASB ASC 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net (Loss) Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. This presentation assumes a business combination as the most likely outcome. Net (loss) income per ordinary share is calculated by dividing the net (loss) income by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net (loss) income per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 9,850,000 Class A ordinary shares in the calculation of diluted (loss) income per ordinary share, because their exercise is contingent upon future events. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per share ordinary for the three and nine months ended September 30, 2023 and 2022. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per ordinary share as the redemption value approximates fair value. The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over -allotment The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per ordinary share for each class of ordinary shares: For the Three Months Ended September 30, For the Nine Months Ended September 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 (loss) per ordinary share Numerator: Allocation of net income (loss) – Basic and diluted $ (884,261 ) $ (2,334,291 ) $ 989,866 $ 240,767 $ (1,958,350 ) $ (2,499,046 ) $ 4,446,723 $ 1,081,585 Denominator: Basic and diluted weighted average ordinary shares outstanding 2,722,722 7,187,500 29,550,000 7,187,500 5,632,404 7,187,500 29,550,000 7,187,500 Basic and diluted net income (loss) per ordinary share $ (0.32 ) $ (0.32 ) $ 0.03 $ 0.03 $ (0.35 ) $ (0.35 ) $ 0.15 $ 0.15 Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022 -03 -linked The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company As an emerging growth company, the Company 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 Further, Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term no Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Additionally, the Company’s investments held in the Trust Account are classified as assets that are not current, as such funds are restricted from use until the Business Combination, which the Company has until August 2, 2023, to complete. Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year that 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 fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the balance sheets due to their short -term 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. U.S. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 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 FASB ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Subtopic 815 -15 -assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants (as defined in Note 5) (collectively, the “warrants”) are recognized as derivative liabilities in accordance with ASC Subtopic 815 -40 -40 -neutral -current Offering Costs Associated with the Initial Public Offering 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 are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non -operating -current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A 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, Class A ordinary shares are classified as shareholders’ equity. As part of the Private Placement, the Company issued 800,000 shares of Class A ordinary shares to the Sponsor (“Private Placement Shares”). These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of the initial business combination, and as such are considered non -redeemable The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption 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. The change in the carrying value of redeemable shares of Class A ordinary shares resulted in charges against additional paid -in Income Taxes FASB ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no No There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. 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 Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. This presentation assumes a business combination as the most likely outcome. Net income per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net income per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 9,850,000 Class A ordinary share in the calculation of diluted income per ordinary share, because their exercise is contingent upon future events. As a result, diluted net income per ordinary share is the same as basic net income per share ordinary for the year ended December 31, 2022 and 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per ordinary share as the redemption value approximates fair value. The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over -allotment The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per ordinary share for each class of ordinary shares: For the Year Ended For the Year Ended Class A Class B Class A Class B Basic net income per ordinary share: Numerator: Allocation of net income – Basic $ 6,825,686 $ 1,660,224 $ 1,834,962 $ 483,616 Allocation of net income – Diluted $ 6,825,686 $ 1,660,224 $ 1,830,545 $ 488,033 Denominator: Basic weighted average ordinary shares outstanding 29,550,000 7,187,500 26,959,315 7,105,308 Diluted weighted average ordinary shares outstanding 29,550,000 7,187,500 26,959,315 7,187,500 Basic net income per ordinary share $ 0.23 $ 0.23 $ 0.07 $ 0.07 Diluted net income per ordinary share $ 0.23 $ 0.23 $ 0.07 $ 0.07 Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022 -03 -linked The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering [Abstract] | ||
Initial Public Offering | Note 3 — Initial Public Offering On February 2, 2021, the Company consummated its Initial Public Offering of 28,750,000 Units, including 3,750,000 Over -Allotment Each Unit consists of one Class A ordinary share, and one -third | Note 3 — Initial Public Offering On February 2, 2021, the Company consummated its Initial Public Offering of 28,750,000 Units, including 3,750,000 Over -Allotment Each Unit consists of one Class A ordinary share, and one -third |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On October 30, 2020, the Sponsor paid $25,000 to cover certain expenses of the Company in consideration of 7,187,500 Class B ordinary shares, par value $0.0001, (the “Founder Shares”). The Sponsor agreed to forfeit up to 937,500 Founder Shares to the extent that the over -allotment -allotment The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the last reported sale price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub -divisions -trading Private Placement Units Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 800,000 Private Placement Units, at a price of $10.00 per Private Placement Unit with the Sponsor, generating gross proceeds of approximately $8.0 million. The Private Placement Units (including the Private Placement Shares, the Private Placement Warrants (as defined below) and Class A ordinary shares issuable upon exercise of such warrants) will not be transferable or salable until 30 days after the completion of the initial Business Combination. Each whole Private Placement Warrant underlying the Private Placement Units (the “Private Placement Warrants”) is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Units and the underlying securities will expire worthless. The Private Placement Warrants will be non -redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units until 30 days after the completion of the initial Business Combination. Due to Related Party As of September 30, 2023, the Sponsor has paid $20,930 of expenses on behalf on Company, which are included in due to related party in the accompanying unaudited condensed consolidated balance sheet as of September 30, 2023. Related Party Loans On October 23, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover for expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non -interest In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a 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, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. On November 9, 2022, the Company entered into a promissory note agreement (“Sponsor Note”) with the Sponsor, providing the Company the ability to borrow up to $1.5 million. On November 17, 2022, the Company drew down $100,000 under the Sponsor Note agreement. The Company drew down $250,000, $75,000, $20,000, $25,000, $175,000, $25,000 and $24,000 under the Sponsor Note, on January 31, 2023, February 27, 2023, March 24, 2023, April 25, 2023, May 9, 2023, August 24, 2023 and September 25, 2023, respectively. As of September 30, 2023 and December 31, 2022, the Company had borrowings of $694,000 and $100,000, respectively, under the Working Capital Loans. Administrative Support Agreement The Company entered into an agreement pursuant to which, commencing on the effective date of the Company’s prospectus through the earlier of consummation of the initial Business Combination or the Company’s liquidation, the Company agreed to pay an affiliate of the Sponsor for administrative and other related services provided to the Company in the amount of $50,000 per month; provided, however that such amount may be higher or lower depending on actual costs incurred during the month. Administrative expenses were included within general and administrative expenses — related party in the unaudited condensed consolidated statements of operations. For the three and nine months ended September 30, 2023, the Company incurred $150,000 and $450,000, respectively, in administrative expenses. For the three and nine months ended September 30, 2022, the Company incurred $150,000 and $450,000, respectively, in administrative expenses. As of September 30, 2023, the Company had a $877,000 outstanding balance, which has been included in accrued expenses on the condensed consolidated balance sheets. As of December 31, 2022, the Company had a $600,000 outstanding balance, which has been included in accrued expenses on the condensed consolidated balance sheets. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out -of-pocket no Non-redemption Agreement On January 25, 2023, the Sponsor entered into Non -Redemption -Redeeming committed to maintain at least 9.9% of the identified stock and in return will obtain 50,000 of the identified shares as Class B ordinary shares. The Company estimated the aggregate fair value of the 483,000 founders shares attributable to the Non -Redeeming -Redeeming -in The fair value of the founders shares was based on the following significant inputs: January 25, Share price at grant date $ 10.03 Risk-free interest rate 4.67 % Remaining life of SPAC (assuming the Extended Date) 0.52 Value in no De-SPAC scenario $ 10.39 Probability of transaction 50 % Discount rate 5 % On July 25, 2023, the Sponsor entered into Non -Redemption -Redeeming -Redeemed -Redeeming -Redeeming -in The fair value of the founders shares was based on the following significant inputs: July 25, Share price at grant date $ 10.71 Risk-free interest rate 5.43 % Remaining life of SPAC (assuming the Extended Date) 0.53 Value in no De-SPAC scenario $ 10.60 Probability of transaction 50 % Discount rate 5 % | Note 4 — Related Party Transactions Founder Shares On October 30, 2020, the Sponsor paid $25,000 to cover certain expenses of the Company in consideration of 7,187,500 Class B ordinary shares, par value $0.0001, (the “Founder Shares”). The Sponsor agreed to forfeit up to 937,500 Founder Shares to the extent that the over -allotment -allotment The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the last reported sale price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub -divisions -trading Private Placement Units Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 800,000 Private Placement Units, at a price of $10.00 per Private Placement Unit with the Sponsor, generating gross proceeds of approximately $8.0 million. The Private Placement Units (including the Private Placement Shares, the Private Placement Warrants (as defined below) and Class A ordinary shares issuable upon exercise of such warrants) will not be transferable or salable until 30 days after the completion of the initial Business Combination. Each whole Private Placement Warrant underlying the Private Placement Units (the “Private Placement Warrants”) is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Units and the underlying securities will expire worthless. The Private Placement Warrants will be non -redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units until 30 days after the completion of the initial Business Combination. Related Party Loans On October 23, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover for expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non -interest In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a 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, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. On November 9, 2022, the Company entered into a promissory note agreement (“Sponsor Note”) with the Sponsor, providing the Company the ability to borrow up to $1.5 million. On November 17, 2022, the Company drew down $100,000 under the Sponsor Note agreement. As of December 31, 2022 and 2021, there was $100,800 and $0, respectively, outstanding under any Working Capital Loans. The Company has elected the fair value option to account for its Working Capital Loan. As a result of applying the fair value option, the Company records the draw at fair value with a gain or loss recognized as of December 31, 2022, and subsequent changes in fair value are recorded as change in the fair value of working capital loan — related party on the statements of operations. Administrative Support Agreement The Company entered into an agreement pursuant to which, commencing on the effective date of the Company’s prospectus through the earlier of consummation of the initial Business Combination or the Company’s liquidation, the Company agreed to pay an affiliate of the Sponsor for administrative and other related services provided to the Company in the amount of $50,000 per month; provided, however that such amount may be higher or lower depending on actual costs incurred during the month. Administrative expenses were included within general and administrative expenses — related party in the statements of operations. For the years ended December 31, 2022 and 2021, the Company incurred $600,000 and $500,000, respectively, in administrative expenses. As of December 31, 2022, the Company had a $600,000 outstanding balance, which has been included in accrued expenses on the balance sheets. As of December 31, 2021, there was no outstanding balance under this agreement. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out -of-pocket no |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | ||
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Founder Shares and upon conversion of the Working Capital Loans), were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy -back -up Underwriting Agreement The Company granted the underwriters a 45 -day -allotments -allotment The underwriters were entitled to an underwriting discount of $0.20 per Unit, or approximately $5.8 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $10.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On September 21, 2023, Gold Sachs & Co. LLC waived its entitlement to the payment of $10,062,500 deferred underwriting fee in connection with its role as underwriter in the Company’s IPO, in respect to any Business Combination. Consulting Agreement On March 13, 2023, the Company entered into an agreement for advisory services in which the advisor assisted the Company as its financial advisor to meet current exchange listing requirements for NYSE American. In consideration of the Services, the Company shall pay IB CAP a fee of $100,000 and 350,000 founder shares of the Company. The $100,000 will be payable upon signing of the Engagement Letter and the shares will be delivered once evidence is provided that the Services have been completed. The Company agrees that the founder shares to be allocated to IB CAP are not subject to forfeiture and will not be subject to forfeiture in the future. The allocation of the Founder Shares to the advisor is in the scope of FASB ASC Topic 718, “Compensation -Stock -based -classified -based The fair value of the founders shares was based on the following significant inputs: March 21, Share price at grant date $ 10.15 Risk-free interest rate 4.62 % Remaining life of SPAC (assuming the Extended Date) 0.37 Share price in no De-SPAC scenario $ 10.39 Probability of transaction 50 % Discount rate 5 % Advisory Agreement On March 22, 2023, the Company entered into an agreement for advisory services in which the advisor will act as the Company’s capital markets advisor in connection with capital or debt raising transaction that will be consummated prior to the Company’s initial business combination transaction with the Target (“Offering” or “Transaction”). The Company shall pay the advisor in connection with the engagement, if (and only if) the Company consummates a Transaction with Target, the Company shall pay the advisor (i) an advisory fee equal to $2,000,000 in U.S. dollars simultaneously with the closing of the Transaction (the “Advisory Fee”); provided, however, up to $500,000 of the Advisory Fee may be paid by (or on behalf) of the Company in the form of up to 50,000 -Closing -redemption In addition to the Transaction Fee, the Company may, in its sole discretion, pay to the advisor a discretionary fee in an amount equal to $500,000.00, payable upon the closing of the Transaction, if the Company determines in its sole discretion and judgment that the performance of the advisor in connection the Transaction warrants such additional fee. Agreement and Plan of Merger On July 21, 2023, the Company (including the successor after the Domestication (as defined below), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BLUA Merger Sub LLC, a Texas limited liability company and wholly -owned Following the consummation of the Business Combination, the combined company will be organized in an “Up -C The Domestication Prior to the Closing (as defined below), upon the terms and subject to the conditions of the Merger Agreement, the Company will domesticate as a Delaware corporation in accordance with the Delaware General Corporation Law and the Cayman Islands Companies Act (the “Domestication”). In connection with the Domestication, each issued and outstanding Class A ordinary share and Class B ordinary share of the Company will convert into one share of Class A common stock of Surviving Pubco, and each issued and outstanding warrant to purchase Class A ordinary shares of the Company will be exercisable by its terms to purchase an equal number of shares of Class A common stock of Surviving Pubco. Merger Consideration At the effective time of the Merger (the “Effective Time”), by virtue of the Merger and without any action on the part of the Company, SST or any holder of SST membership units immediately prior to the Effective Time (the “Holders”), each SST membership unit that is issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become the right to receive the portion of the shares of Surviving Company Class A Membership Units and Surviving Pubco Class V Common Stock representing, in the aggregate, the Merger Consideration (with each Holder receiving a number of Surviving Company Class A Membership Units and a corresponding number of Surviving PubCo Class V Common Stock equal to the quotient of (a) the amount of cash that the Holder would have received had SST sold all of its assets and made a final liquidating distribution of cash to the Holders in an amount equal to $240,000,000 in accordance with Section 5.4 of SST’s operating agreement, divided by (b) $10.00), in each case, as more particularly set forth on an allocation statement to be delivered by SST to the Company in connection with the consummation of the transactions contemplated by the Merger Agreement (the “Closing”). For purposes of the Merger Agreement, the “Merger Consideration” means a number of Surviving Company Class A Membership Units equal to the quotient determined by dividing $240,000,000 by $10.00 and an equal number of shares of Surviving Pubco Class V Common Stock. For additional information, refer to BlueRiver’s Current Report on Form 8 -K Non-Redemption Agreement On January 25, 2023, the Company and the Sponsor, entered into a non -redemption -Redemption -Redeemed -Redeemed -Redemption On July 25, 2023, the Company and the Sponsor, entered into a non -redemption -Redemption -Redeemed -Redeemed -Redemption Second Special Meeting On August 2, 2023, the Company held the Second Special Meeting at which the shareholders voted to extend the time the Company has to consummate an initial business combination from August 2, 2023 to February 2, 2024. | Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Founder Shares and upon conversion of the Working Capital Loans), were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy -back -up Underwriting Agreement The Company granted the underwriters a 45 -day -allotments -allotment The underwriters were entitled to an underwriting discount of $0.20 per Unit, or approximately $5.8 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $10.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Derivative Warrant Liabilities [Abstract] | ||
Derivative Warrant Liabilities | Note 6 — Derivative Warrant Liabilities As of September 30, 2023 and December 31, 2022, the Company had 9,583,333 Public Warrants and 266,667 Private Warrants outstanding. Public Warrants may only be exercised in whole and only for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy 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 elect, the Company will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th The warrant has an exercise price of $11.50, subject to adjustments as described herein, and will expire five $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the 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), or the “Newly Issued Price”, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume -weighted The Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination (except pursuant to limited exceptions to the officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants) and they will not be redeemable by the Company (except as described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00”) so long as they are held by the Sponsor or its permitted transferees (except as otherwise set forth herein). The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants): • • • • -divisions -trading The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 -day Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. After the warrants become exercisable, the Company may redeem the outstanding warrants: • • • • The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company has not completed the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. | Note 6 — Derivative Warrant Liabilities As of December 31, 2022 and 2021, the Company had 9,583,333 Public Warrants and 266,667 Private Warrants outstanding. Public Warrants may only be exercised in whole and only for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy 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 elect, the Company will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrant has an exercise price of $11.50, subject to adjustments as described herein, and will expire five -weighted The Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination (except pursuant to limited exceptions to the officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants) and they will not be redeemable by the Company (except as described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00”) so long as they are held by the Sponsor or its permitted transferees (except as otherwise set forth herein). The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants): • • • • -divisions -trading The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 -day Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. After the warrants become exercisable, the Company may redeem the outstanding warrants: • • provided • • The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company has not completed the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | ||
Class A Ordinary Shares Subject to Possible Redemption | Note 7 — Class A Ordinary Shares Subject to Possible Redemption 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 future events. The Company is authorized to issue 200,000,000 The Class A ordinary shares subject to possible redemption reflected on the condensed consolidated balance sheets is reconciled on the following table: Gross Proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (10,350,000 ) Class A ordinary shares issuance costs (15,806,778 ) Plus: Accretion of carrying value to redemption value 26,156,778 Class A ordinary shares subject to possible redemption at December 31, 2021 287,500,000 Increase in Class A ordinary shares subject to possible redemption 3,925,100 Class A ordinary shares subject to possible redemption at December 31, 2022 291,425,100 Less: Redemption of Class A ordinary shares subject to possible redemption (271,939,156 ) Plus: Increase in Class A ordinary shares subject to possible redemption 1,406,202 Class A ordinary shares subject to possible redemption at March 31, 2023 20,892,146 Plus: Increase in Class A ordinary shares subject to possible redemption 179,734 Class A ordinary shares subject to possible redemption at June 30, 2023 21,071,880 Less: Redemption of Class A ordinary shares subject to possible redemption (1,471,204 ) Decrease in Class A ordinary shares subject to possible redemption (9,456,591 ) Plus: Waiver of Class A shares issuance costs 9,700,250 Class A ordinary shares subject to possible redemption at September 30, 2023 $ 19,844,335 | Note 7 — Class A Ordinary Shares Subject to Possible Redemption 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 future events. The Company is authorized to issue 200,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each ordinary share. As of December 31, 2022 and 2021, there were 29,550,000 shares of Class A ordinary shares outstanding, of which 28,750,000 shares were subject to possible redemption and are classified outside of permanent equity in the balance sheets. The Class A ordinary shares subject to possible redemption reflected on the balance sheets is reconciled on the following table: Gross Proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (10,350,000 ) Class A ordinary shares issuance costs (15,806,778 ) Plus: Accretion of carrying value to redemption value 26,156,778 Class A ordinary shares subject to possible redemption at December 31, 2021 287,500,000 Increase in Class A ordinary shares subject to possible redemption 3,925,100 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 291,425,100 |
Shareholders_ Deficit
Shareholders’ Deficit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Shareholders’ Deficit [Abstract] | ||
Shareholders’ Deficit | Note 8 — Shareholders’ Deficit Preference Shares no Class A Ordinary Shares Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as -converted of the sum of (i) the total number of ordinary shares issued and outstanding upon the consummation of the Initial Public Offering (excluding the Private Placement Shares underlying the Private Placement Units), plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity -linked -linked -to-one | Note 8 — Shareholders’ Deficit Preference Shares no Class A Ordinary Shares Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as -converted -linked -linked -to-one |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements [Abstract] | ||
Fair Value Measurements | Note 9 — Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. September 30, 2023 Description Quoted Prices Significant Significant Liabilities: Derivative warrant liabilities – Public Warrants $ — $ 479,167 $ — Derivative warrant liabilities – Private Placement Warrants $ — $ 13,333 $ — December 31, 2022 Description Quoted Prices Significant Significant Assets: Investments held in Trust Account – US Treasury securities $ 291,525,100 $ — $ — Liabilities: Derivative warrant liabilities – Public Warrants $ — $ 191,667 $ — Derivative warrant liabilities – Private Placement Warrants $ — $ 5,333 $ — Working capital loan – related party $ — $ 100,800 $ — Transfers to/from Levels Level 1 instruments include investments in money market funds that invest solely in U.S. Treasury securities. The Company uses quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Level 2 instruments include Private Placement Warrants, Public Warrants and Working Capital Loan — related party. The Company uses the same quoted market prices from dealers or brokers, and other similar sources as Public Warrants to determine the fair value of its investments. There were no Level 3 measurement inputs used at September 30, 2023 and December 31, 2022. | Note 9 — Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. December 31, 2022 Description Quoted Prices Significant Other Significant Other Assets: Investments held in Trust Account – US Treasury securities $ 291,525,100 $ — $ — Liabilities: Derivative warrant liabilities – Public Warrants $ — $ 191,667 $ — Derivative warrant liabilities – Private Placement Warrants $ — $ 5,333 $ — Working capital loan – related party $ — $ 100,800 $ — December 31, 2021 Description Quoted Prices Significant Other Significant Other Assets: Investments held in Trust Account – U.S. Treasury securities $ 287,520,384 $ — $ — Liabilities: Derivative warrant liabilities – Public Warrants $ 5,750,000 $ — $ — Derivative warrant liabilities – Private Placement Warrants $ — $ 160,000 $ — Transfers to/from Levels Level 1 instruments include investments in money market funds that invest solely in U.S. Treasury securities. The Company uses quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Level 2 instruments include Private Placement Warrants, Public Warrants and Working Capital Loan — related party. The Company uses the same quoted market prices from dealers or brokers, and other similar sources as Public Warrants to determine the fair value of its investments. There were no Level 3 measurement inputs used at years ended December 31, 2022 and 2021. There were no derivative assets and liabilities, measured with Level 3 inputs, for the year ended December 31, 2022. The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the year ended December 31, 2021 is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants 10,638,000 Transfer of Public Warrants to Level 1 (10,350,000 ) Transfer of Private Warrants to Level 2 (288,000 ) Change in fair value of derivative warrant liabilities — Derivative warrant liabilities at December 31, 2021 $ — |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date of the unaudited condensed consolidated financial statements were issued. Based upon this review, other than described below, the Company determined that there have been no other events that have occurred that would require adjustments to the disclosures in the unaudited condensed consolidated financial statements. On October 10, 2023, the Company filed a preliminary Registration Statement on Form S -4 | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date of the financial statements were issued. Based upon this review, except for the below, the Company determined that there have been no events that have occurred that would require adjustments to the disclosures in the financial statements. The Company drew down $250,000 and $75,000 under the Sponsor Note, On January 31, 2023 and February 27, 2023, respectively. On January 25, 2023, the Company and the Sponsor, entered into a non -redemption -Redemption -Redeemed -Redeemed -Redemption On January 31, 2023, the Company held a Special Meeting at which the shareholders voted to extend the time the Company has to consummate an initial business combination from February 2, 2023 to August 2, 2023. In connection with such vote, on January 27, the holders of an aggregate of 26,738,255 Public Shares exercised their right to redeem their shares for an aggregate of approximately $271,939,156 in cash held in the Trust Account. On March 28, 2023, the Company initiated the process of converting all of the assets held in the Trust Account into cash, which will be deposited in an interest -bearing On March 9, 2023, the Company announced its intention to transfer the listing of its securities from NYSE to the NYSE American LLC (“NYSE American”). In connection with listing on the NYSE American, the Company will voluntarily delist from the New York Stock Exchange. Following the transfer of its listing, the Company intends to continue to file the same periodic reports and other information it currently files with the Securities and Exchange Commission. The Company completed the listing transfer of its securities to NYSE American on March 21, 2023 and began trading on NYSE American on March 24, 2023. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10 -Q -X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10 -K | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company As an emerging growth company, the Company 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 Further, Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company As an emerging growth company, the Company 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 Further, Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s 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 condensed consolidated financial statements and the reported amounts of revenues and 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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term no | Cash and Cash Equivalents The Company considers all short -term no |
Cash and Investments Held in Trust Account | Cash and Investments Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held to maturity in accordance with FASB Accounting Standard Codification (“ASC”) Topic 320, “Investments — Debt and Equity Securities.” Held -to-maturity -to-maturity With respect to the regulation of special purpose acquisition companies (“SPACs”) like the Company, on March 30, 2022, the SEC issued proposed rules relating to, among other items, the circumstances in which SPACs could become subject to regulation under the Investment Company Act. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, in May 2023 the Company instructed the trustee of the Trust Account to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest -bearing -bearing At September 30, 2023, substantially all of the assets held in the Trust Account were held in cash. At December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which invest primarily in U.S. Treasury securities. The money market funds are presented at fair value within the accompanying condensed consolidated balance sheets, and fair value of the investments in the Trust Account is equal to the amortized cost basis of the money market funds. | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Additionally, the Company’s investments held in the Trust Account are classified as assets that are not current, as such funds are restricted from use until the Business Combination, which the Company has until August 2, 2023, to complete. |
Concentration of Credit Risk | Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year that 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. | Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year that 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 fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the condensed consolidated balance sheets due to their short -term | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the balance sheets due to their short -term |
Fair Value Measurements | 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. U.S. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | 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. U.S. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
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 FASB ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Subtopic 815 -15 -assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants (as defined in Note 4) (collectively, the “warrants”) are recognized as derivative liabilities in accordance with ASC Subtopic 815 -40 -40 -neutral -current | 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 FASB ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Subtopic 815 -15 -assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants (as defined in Note 5) (collectively, the “warrants”) are recognized as derivative liabilities in accordance with ASC Subtopic 815 -40 -40 -neutral -current |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering 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 are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non -operating -current | Offering Costs Associated with the Initial Public Offering 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 are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non -operating -current |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A 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, Class A ordinary shares are classified as shareholders’ equity. As part of the Private Placement, the Company issued 800,000 shares of Class A ordinary shares to the Sponsor (“Private Placement Shares”). These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of the initial business combination, and as such are considered non -redeemable The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption 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. The change in the carrying value of redeemable shares of Class A ordinary shares resulted in charges against additional paid -in | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A 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, Class A ordinary shares are classified as shareholders’ equity. As part of the Private Placement, the Company issued 800,000 shares of Class A ordinary shares to the Sponsor (“Private Placement Shares”). These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of the initial business combination, and as such are considered non -redeemable The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption 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. The change in the carrying value of redeemable shares of Class A ordinary shares resulted in charges against additional paid -in |
Income Taxes | Income Taxes The Company follows the guidance for accounting for income taxes under FASB ASC 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | Income Taxes FASB ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no No There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net (Loss) Income per Ordinary Share | Net (Loss) Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. This presentation assumes a business combination as the most likely outcome. Net (loss) income per ordinary share is calculated by dividing the net (loss) income by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net (loss) income per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 9,850,000 Class A ordinary shares in the calculation of diluted (loss) income per ordinary share, because their exercise is contingent upon future events. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per share ordinary for the three and nine months ended September 30, 2023 and 2022. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per ordinary share as the redemption value approximates fair value. The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over -allotment The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per ordinary share for each class of ordinary shares: For the Three Months Ended September 30, For the Nine Months Ended September 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 (loss) per ordinary share Numerator: Allocation of net income (loss) – Basic and diluted $ (884,261 ) $ (2,334,291 ) $ 989,866 $ 240,767 $ (1,958,350 ) $ (2,499,046 ) $ 4,446,723 $ 1,081,585 Denominator: Basic and diluted weighted average ordinary shares outstanding 2,722,722 7,187,500 29,550,000 7,187,500 5,632,404 7,187,500 29,550,000 7,187,500 Basic and diluted net income (loss) per ordinary share $ (0.32 ) $ (0.32 ) $ 0.03 $ 0.03 $ (0.35 ) $ (0.35 ) $ 0.15 $ 0.15 | Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. This presentation assumes a business combination as the most likely outcome. Net income per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net income per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 9,850,000 Class A ordinary share in the calculation of diluted income per ordinary share, because their exercise is contingent upon future events. As a result, diluted net income per ordinary share is the same as basic net income per share ordinary for the year ended December 31, 2022 and 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per ordinary share as the redemption value approximates fair value. The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over -allotment The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per ordinary share for each class of ordinary shares: For the Year Ended For the Year Ended Class A Class B Class A Class B Basic net income per ordinary share: Numerator: Allocation of net income – Basic $ 6,825,686 $ 1,660,224 $ 1,834,962 $ 483,616 Allocation of net income – Diluted $ 6,825,686 $ 1,660,224 $ 1,830,545 $ 488,033 Denominator: Basic weighted average ordinary shares outstanding 29,550,000 7,187,500 26,959,315 7,105,308 Diluted weighted average ordinary shares outstanding 29,550,000 7,187,500 26,959,315 7,187,500 Basic net income per ordinary share $ 0.23 $ 0.23 $ 0.07 $ 0.07 Diluted net income per ordinary share $ 0.23 $ 0.23 $ 0.07 $ 0.07 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022 -03 -linked The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022 -03 -linked The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s financial statements. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly -owned | |
Convertible Instruments | Convertible Instruments The Company accounted for the Working Capital Loans, as described in Note 4, analyzing the conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free -standing The Company reviews the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non -operating It was determined that the conversion option was de minimis, as such the Company has recorded the Working Capital Loans at par value. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | ||
Schedule of Reconciliation of the Numerator and Denominator Used to Compute Basic and Diluted Net Income Per Ordinary Share | The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per ordinary share for each class of ordinary shares: For the Three Months Ended September 30, For the Nine Months Ended September 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 (loss) per ordinary share Numerator: Allocation of net income (loss) – Basic and diluted $ (884,261 ) $ (2,334,291 ) $ 989,866 $ 240,767 $ (1,958,350 ) $ (2,499,046 ) $ 4,446,723 $ 1,081,585 Denominator: Basic and diluted weighted average ordinary shares outstanding 2,722,722 7,187,500 29,550,000 7,187,500 5,632,404 7,187,500 29,550,000 7,187,500 Basic and diluted net income (loss) per ordinary share $ (0.32 ) $ (0.32 ) $ 0.03 $ 0.03 $ (0.35 ) $ (0.35 ) $ 0.15 $ 0.15 | numerator and denominator used to compute basic and diluted net income per ordinary share for each class of ordinary shares: For the Year Ended For the Year Ended Class A Class B Class A Class B Basic net income per ordinary share: Numerator: Allocation of net income – Basic $ 6,825,686 $ 1,660,224 $ 1,834,962 $ 483,616 Allocation of net income – Diluted $ 6,825,686 $ 1,660,224 $ 1,830,545 $ 488,033 Denominator: Basic weighted average ordinary shares outstanding 29,550,000 7,187,500 26,959,315 7,105,308 Diluted weighted average ordinary shares outstanding 29,550,000 7,187,500 26,959,315 7,187,500 Basic net income per ordinary share $ 0.23 $ 0.23 $ 0.07 $ 0.07 Diluted net income per ordinary share $ 0.23 $ 0.23 $ 0.07 $ 0.07 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Fair Value of the Founders Shares | The fair value of the founders shares was based on the following significant inputs: January 25, Share price at grant date $ 10.03 Risk-free interest rate 4.67 % Remaining life of SPAC (assuming the Extended Date) 0.52 Value in no De-SPAC scenario $ 10.39 Probability of transaction 50 % Discount rate 5 % July 25, Share price at grant date $ 10.71 Risk-free interest rate 5.43 % Remaining life of SPAC (assuming the Extended Date) 0.53 Value in no De-SPAC scenario $ 10.60 Probability of transaction 50 % Discount rate 5 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
Schedule of Fair Value of the Founders Shares | The fair value of the founders shares was based on the following significant inputs: March 21, Share price at grant date $ 10.15 Risk-free interest rate 4.62 % Remaining life of SPAC (assuming the Extended Date) 0.37 Share price in no De-SPAC scenario $ 10.39 Probability of transaction 50 % Discount rate 5 % |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | ||
Schedule of Class A Ordinary Shares Subject to Possible Redemption Reflected on the Balance Sheets | Class A ordinary shares subject to possible redemption reflected on the balance sheets Gross Proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (10,350,000 ) Class A ordinary shares issuance costs (15,806,778 ) Plus: Accretion of carrying value to redemption value 26,156,778 Class A ordinary shares subject to possible redemption at December 31, 2021 287,500,000 Increase in Class A ordinary shares subject to possible redemption 3,925,100 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 291,425,100 | |
Schedule of Class A Ordinary Shares Subject to Possible Redemption Reflected on the Balance Sheets | The Class A ordinary shares subject to possible redemption reflected on the condensed consolidated balance sheets is reconciled on the following table: Gross Proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (10,350,000 ) Class A ordinary shares issuance costs (15,806,778 ) Plus: Accretion of carrying value to redemption value 26,156,778 Class A ordinary shares subject to possible redemption at December 31, 2021 287,500,000 Increase in Class A ordinary shares subject to possible redemption 3,925,100 Class A ordinary shares subject to possible redemption at December 31, 2022 291,425,100 Less: Redemption of Class A ordinary shares subject to possible redemption (271,939,156 ) Plus: Increase in Class A ordinary shares subject to possible redemption 1,406,202 Class A ordinary shares subject to possible redemption at March 31, 2023 20,892,146 Plus: Increase in Class A ordinary shares subject to possible redemption 179,734 Class A ordinary shares subject to possible redemption at June 30, 2023 21,071,880 Less: Redemption of Class A ordinary shares subject to possible redemption (1,471,204 ) Decrease in Class A ordinary shares subject to possible redemption (9,456,591 ) Plus: Waiver of Class A shares issuance costs 9,700,250 Class A ordinary shares subject to possible redemption at September 30, 2023 $ 19,844,335 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements [Abstract] | ||
Schedule of Company's Financial Assets and Liabilities that are Measured at Fair Value | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices Significant Other Significant Other Assets: Investments held in Trust Account – US Treasury securities $ 291,525,100 $ — $ — Liabilities: Derivative warrant liabilities – Public Warrants $ — $ 191,667 $ — Derivative warrant liabilities – Private Placement Warrants $ — $ 5,333 $ — Working capital loan – related party $ — $ 100,800 $ — Description Quoted Prices Significant Other Significant Other Assets: Investments held in Trust Account – U.S. Treasury securities $ 287,520,384 $ — $ — Liabilities: Derivative warrant liabilities – Public Warrants $ 5,750,000 $ — $ — Derivative warrant liabilities – Private Placement Warrants $ — $ 160,000 $ — | |
Schedule of Change in the Fair value of the Derivative Warrant Liabilities | There were no derivative assets and liabilities, measured with Level 3 inputs, for the year ended December 31, 2022. The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the year ended December 31, 2021 is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants 10,638,000 Transfer of Public Warrants to Level 1 (10,350,000 ) Transfer of Private Warrants to Level 2 (288,000 ) Change in fair value of derivative warrant liabilities — Derivative warrant liabilities at December 31, 2021 $ — | |
Schedule of Financial Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices Significant Significant Liabilities: Derivative warrant liabilities – Public Warrants $ — $ 479,167 $ — Derivative warrant liabilities – Private Placement Warrants $ — $ 13,333 $ — Description Quoted Prices Significant Significant Assets: Investments held in Trust Account – US Treasury securities $ 291,525,100 $ — $ — Liabilities: Derivative warrant liabilities – Public Warrants $ — $ 191,667 $ — Derivative warrant liabilities – Private Placement Warrants $ — $ 5,333 $ — Working capital loan – related party $ — $ 100,800 $ — |
Description of Organization, _2
Description of Organization, Business Operations and Liquidity (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Jul. 25, 2023 shares | Jan. 27, 2023 USD ($) shares | Jan. 25, 2023 shares | Feb. 02, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Apr. 25, 2023 USD ($) | Mar. 24, 2023 USD ($) | Feb. 27, 2023 USD ($) | Jan. 31, 2023 USD ($) | Nov. 17, 2022 USD ($) | Nov. 09, 2022 USD ($) | |
Description of Organization, Business Operations and Liquidity [Line Items] | |||||||||||||||
Offering costs | $ 75,000 | $ 75,000 | $ 6,155,498 | ||||||||||||
Deferred underwriting commissions | $ 10,062,500 | 10,062,500 | 10,062,500 | ||||||||||||
Proceeds received from private placement | 8,000,000 | ||||||||||||||
Fair market value rate | 80% | 80% | |||||||||||||
Outstanding voting securities percentage | 50% | 50% | |||||||||||||
Redemption value of public shares (in Dollars per share) | $ / shares | $ 10 | ||||||||||||||
Minimum net tangible asset upon consummation of business combination | $ 5,000,001 | ||||||||||||||
shares sold, rate | 15% | 15% | |||||||||||||
Public shares redeemed percentage | 100% | 100% | |||||||||||||
Threshold period from closing of public offering the company is obligated to complete business combination | 30 months | ||||||||||||||
Interest to pay dissolution expenses | $ 100,000 | $ 100,000 | |||||||||||||
Units price per share (in Dollars per share) | $ / shares | $ 10 | $ 10 | |||||||||||||
Cash held in the trust account | $ 250,000 | ||||||||||||||
Operating bank account | 17,000 | $ 22,000 | |||||||||||||
Working capital deficit | 4,100,000 | $ 1,200,000 | |||||||||||||
Proceeds from Sponsor | $ 594,000 | ||||||||||||||
Number of businesses | 1 | ||||||||||||||
Net tangible assets | $ 5,000,001 | ||||||||||||||
Extensions approved months | 36 years | ||||||||||||||
Sponsor Note Agreement [Member] | |||||||||||||||
Description of Organization, Business Operations and Liquidity [Line Items] | |||||||||||||||
Amount from note agreement | $ 594,000 | $ 100,000 | |||||||||||||
Private Placement [Member] | |||||||||||||||
Description of Organization, Business Operations and Liquidity [Line Items] | |||||||||||||||
Proceeds from sale of private placement units | $ 8,000,000 | ||||||||||||||
IPO [Member] | |||||||||||||||
Description of Organization, Business Operations and Liquidity [Line Items] | |||||||||||||||
Purchase price, per unit (in Shares) | shares | 28,750,000 | ||||||||||||||
Units price per share (in Dollars per share) | $ / shares | $ 10 | $ 10 | |||||||||||||
Gross proceeds from initial public offering | $ 287,500,000 | ||||||||||||||
Offering costs | 16,400,000 | 590,000 | $ 16,400,000 | ||||||||||||
Deferred underwriting commissions | 10,100,000 | 10,100,000 | |||||||||||||
Investment of cash into trust account | $ 287,500,000 | ||||||||||||||
Initial public offering ordinary shares (in Shares) | shares | 28,750,000 | ||||||||||||||
Offering costs | $ 16,400,000 | ||||||||||||||
IPO [Member] | Private Placement Warrants [Member] | |||||||||||||||
Description of Organization, Business Operations and Liquidity [Line Items] | |||||||||||||||
Net proceeds of sale of the units | |||||||||||||||
Over-Allotment Option [Member] | |||||||||||||||
Description of Organization, Business Operations and Liquidity [Line Items] | |||||||||||||||
Purchase price, per unit (in Shares) | shares | 3,750,000 | ||||||||||||||
Units price per share (in Dollars per share) | $ / shares | $ 10 | ||||||||||||||
Deferred underwriting commissions | $ 10,100,000 | ||||||||||||||
Initial public offering ordinary shares (in Shares) | shares | 3,750,000 | ||||||||||||||
Class of warrants and rights issued, price per warrant (in Dollars per share) | $ / shares | $ 10 | ||||||||||||||
Private Placement [Member] | |||||||||||||||
Description of Organization, Business Operations and Liquidity [Line Items] | |||||||||||||||
Units price per share (in Dollars per share) | $ / shares | $ 10 | ||||||||||||||
Number of warrants to purchase shares issued (in Shares) | shares | 800,000 | 800,000 | |||||||||||||
Price of warrant (in Dollars per share) | $ / shares | $ 10 | ||||||||||||||
Proceeds received from private placement | $ 8,000,000 | $ 8,000,000 | $ 8,000,000 | ||||||||||||
Units price per share (in Dollars per share) | $ / shares | $ 10 | ||||||||||||||
Class of warrants and rights issued, price per warrant (in Dollars per share) | $ / shares | $ 10 | ||||||||||||||
Class of warrants and rights issued during the period (in Shares) | shares | 800,000 | ||||||||||||||
Public Shares [Member] | |||||||||||||||
Description of Organization, Business Operations and Liquidity [Line Items] | |||||||||||||||
Units price per share (in Dollars per share) | $ / shares | 10 | $ 10 | |||||||||||||
Units price per share (in Dollars per share) | $ / shares | $ 10 | ||||||||||||||
Working Capital Loans [Member] | |||||||||||||||
Description of Organization, Business Operations and Liquidity [Line Items] | |||||||||||||||
Proceeds from Sponsor | $ 25,000 | $ 25,000 | |||||||||||||
Working capital loans | $ 0 | 100,800 | $ 0 | ||||||||||||
Working capital | 694,000 | 100,000 | |||||||||||||
Notes Payable to Sponsor [Member] | |||||||||||||||
Description of Organization, Business Operations and Liquidity [Line Items] | |||||||||||||||
Proceeds from loan | $ 79,000 | $ 79,000 | |||||||||||||
Promissory Note Agreement [Member] | |||||||||||||||
Description of Organization, Business Operations and Liquidity [Line Items] | |||||||||||||||
Amount from note agreement | $ 25,000 | $ 20,000 | $ 75,000 | $ 1,500,000 | |||||||||||
Subsequent Event [Member] | Sponsor Note Agreement [Member] | |||||||||||||||
Description of Organization, Business Operations and Liquidity [Line Items] | |||||||||||||||
Amount from note agreement | $ 75,000 | $ 250,000 | |||||||||||||
Non-Redemption Agreement [Member] | |||||||||||||||
Description of Organization, Business Operations and Liquidity [Line Items] | |||||||||||||||
Aggregate public shares exercised (in Shares) | shares | 26,738,255 | 138,816 | |||||||||||||
Cash held in the trust account | $ 271,939,156 | $ 1,471,204 | |||||||||||||
Initial public offering ordinary shares (in Shares) | shares | 50,000 | 50,000 | |||||||||||||
Aggregate shares redeem (in Shares) | shares | 200,000 | 200,000 | |||||||||||||
Non-Redemption Agreement [Member] | Subsequent Event [Member] | |||||||||||||||
Description of Organization, Business Operations and Liquidity [Line Items] | |||||||||||||||
Aggregate public shares exercised (in Shares) | shares | 26,738,255 | ||||||||||||||
Cash held in the trust account | $ 271,939,156 | ||||||||||||||
Initial public offering ordinary shares (in Shares) | shares | 50,000 | ||||||||||||||
Aggregate shares redeem (in Shares) | shares | 200,000 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Feb. 02, 2021 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||||||
Cash equivalents | ||||||
Offering costs | $ 75,000 | 75,000 | 6,155,498 | |||
Offering costs derivative warrant liabilities | 15,800,000 | 15,800,000 | 15,800,000 | |||
Unrecognized tax benefits | ||||||
Accrued for the payment of interest and penalties | ||||||
Anti-dilutive securities attributable to warrants excluded from calculation of diluted income per share (in Shares) | 9,850,000 | 9,850,000 | ||||
Cash | $ 250,000 | |||||
IPO [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||||||
Offering costs | $ 16,400,000 | $ 590,000 | $ 16,400,000 | |||
Number of shares issued (in Shares) | 28,750,000 | |||||
Class A Common Stock Subject to Possible Redemption [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||||||
Class A ordinary shares subject to possible redemption, shares outstanding (in Shares) | 28,750,000 | 1,872,928 | 28,750,000 | 28,750,000 | ||
Class A Common Stock Subject to Possible Redemption [Member] | Private Placement [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||||||
Number of shares issued (in Shares) | 800,000 | |||||
Class A Ordinary Shares [Member] | Private Placement [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||||||
Number of shares issued (in Shares) | 800,000 | |||||
Class A ordinary shares subject to possible redemption [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||||||
Class A ordinary shares subject to possible redemption, shares outstanding (in Shares) | 1,872,928 | 28,750,000 | ||||
Warrant [Member] | IPO [Member] | ||||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||||||
Offering costs | $ 590,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Reconciliation of the Numerator and Denominator Used to Compute Basic and Diluted Net Income Per Ordinary Share - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common Class A [Member] | ||||||
Numerator: | ||||||
Allocation of net income – Basic | $ (884,261) | $ 989,866 | $ (1,958,350) | $ 4,446,723 | $ 6,825,686 | $ 1,834,962 |
Allocation of net income – Diluted | $ (884,261) | $ 989,866 | $ (1,958,350) | $ 4,446,723 | $ 6,825,686 | $ 1,830,545 |
Denominator: | ||||||
Basic weighted average ordinary shares outstanding | 2,722,722 | 29,550,000 | 5,632,404 | 29,550,000 | 29,550,000 | 26,959,315 |
Diluted weighted average ordinary shares outstanding | 2,722,722 | 29,550,000 | 5,632,404 | 29,550,000 | 29,550,000 | 26,959,315 |
Basic net income per ordinary share | $ (0.32) | $ 0.03 | $ (0.35) | $ 0.15 | $ 0.23 | $ 0.07 |
Diluted net income per ordinary share | $ (0.32) | $ 0.03 | $ (0.35) | $ 0.15 | $ 0.23 | $ 0.07 |
Common Class B [Member] | ||||||
Numerator: | ||||||
Allocation of net income – Basic | $ (2,334,291) | $ 240,767 | $ (2,499,046) | $ 1,081,585 | $ 1,660,224 | $ 483,616 |
Allocation of net income – Diluted | $ (2,334,291) | $ 240,767 | $ (2,499,046) | $ 1,081,585 | $ 1,660,224 | $ 488,033 |
Denominator: | ||||||
Basic weighted average ordinary shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,105,308 |
Diluted weighted average ordinary shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 |
Basic net income per ordinary share | $ (0.32) | $ 0.03 | $ (0.35) | $ 0.15 | $ 0.23 | $ 0.07 |
Diluted net income per ordinary share | $ (0.32) | $ 0.03 | $ (0.35) | $ 0.15 | $ 0.23 | $ 0.07 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Feb. 02, 2021 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 25, 2023 | Mar. 22, 2023 | Jan. 25, 2023 | |
Initial Public Offering [Line Items] | |||||||||
Price per share (in Dollars per share) | $ 10.71 | $ 10 | $ 10.03 | ||||||
Offering costs (in Dollars) | $ 75,000 | $ 75,000 | $ 6,155,498 | ||||||
Deferred underwriting commissions (in Dollars) | $ 10,062,500 | 10,062,500 | $ 10,062,500 | ||||||
IPO [Member] | |||||||||
Initial Public Offering [Line Items] | |||||||||
Number of units issued | 28,750,000 | ||||||||
Price per share (in Dollars per share) | $ 10 | ||||||||
Gross proceeds (in Dollars) | $ 287,500,000 | ||||||||
Offering costs (in Dollars) | 16,400,000 | $ 590,000 | 16,400,000 | ||||||
Deferred underwriting commissions (in Dollars) | $ 10,100,000 | 10,100,000 | |||||||
Over-Allotment Option [Member] | |||||||||
Initial Public Offering [Line Items] | |||||||||
Number of units issued | 3,750,000 | ||||||||
Deferred underwriting commissions (in Dollars) | $ 10,100,000 | ||||||||
Public Warrants [Member] | IPO [Member] | |||||||||
Initial Public Offering [Line Items] | |||||||||
Number of shares in a unit | 1 | ||||||||
Number of warrants in a unit | one-third | ||||||||
Number of shares issuable per warrant | 1 | 1 | |||||||
Ordinary share adjustment (in Dollars per share) | $ 11.5 | $ 11.5 | |||||||
Redeemable Warrant [Member] | |||||||||
Initial Public Offering [Line Items] | |||||||||
Number of shares issuable per warrant | 1 |
Related Party Transactions (Det
Related Party Transactions (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||
Jul. 25, 2023 USD ($) $ / shares shares | Jan. 25, 2023 USD ($) $ / shares shares | Feb. 05, 2021 USD ($) | Feb. 02, 2021 USD ($) shares | Oct. 30, 2020 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Sep. 25, 2023 USD ($) | Aug. 24, 2023 USD ($) | May 09, 2023 USD ($) | Apr. 25, 2023 USD ($) | Mar. 24, 2023 USD ($) | Feb. 27, 2023 USD ($) | Jan. 31, 2023 USD ($) | Nov. 17, 2022 USD ($) | Nov. 09, 2022 USD ($) | Oct. 23, 2020 USD ($) | |
Related Party Transactions [Line Items] | |||||||||||||||||||||
Percentage of issued and outstanding | 20% | ||||||||||||||||||||
Proceeds received from private placement | $ 8,000,000 | ||||||||||||||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 | ||||||||||||||||||||
Borrowings | $ 594,000 | ||||||||||||||||||||
Agreement outstanding balance | $ 1,153,000 | 1,153,000 | $ 602,021 | 159,407 | |||||||||||||||||
Sponsor paid | $ 20,930 | ||||||||||||||||||||
Accrued Liabilities [Member] | |||||||||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||||||||
Agreement outstanding balance | $ 0 | ||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||||||||
Proceeds received from private placement (in Shares) | shares | 800,000 | 800,000 | 800,000 | ||||||||||||||||||
Price of warrants (in Dollars per share) | $ / shares | $ 10 | $ 10 | $ 10 | ||||||||||||||||||
Proceeds received from private placement | $ 8,000,000 | $ 8,000,000 | $ 8,000,000 | ||||||||||||||||||
Number of shares per warrant (in Shares) | shares | 1 | 1 | 1 | ||||||||||||||||||
Exercise price of warrants (in Dollars per share) | $ / shares | $ 11.5 | $ 11.5 | $ 11.5 | ||||||||||||||||||
Price of warrant ( (in Dollars per share) | $ / shares | 10 | ||||||||||||||||||||
Private Placement [Member] | Redemption of warrants for Class A ordinary shares [Member] | |||||||||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||||||||
Price of warrants (in Dollars per share) | $ / shares | 10 | ||||||||||||||||||||
Class B Ordinary Shares [Member] | |||||||||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||||||||
Common stock par value (in Dollars per share) | $ / shares | 0.0001 | 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Class B Ordinary Shares [Member] | Private Placement [Member] | |||||||||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 | ||||||||||||||||||||
Class A Ordinary Shares [Member] | |||||||||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||||||||
Common stock par value (in Dollars per share) | $ / shares | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Class A Ordinary Shares [Member] | Private Placement [Member] | |||||||||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||||||||
Number of shares issued (in Shares) | shares | 800,000 | ||||||||||||||||||||
Price of warrants (in Dollars per share) | $ / shares | $ 10 | $ 10 | |||||||||||||||||||
Sponsor Promissory Note Agreement [Member] | |||||||||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||||||||
Amount drew down | $ 25,000 | $ 20,000 | $ 75,000 | $ 1,500,000 | |||||||||||||||||
Related Party [Member] | |||||||||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||||||||
Expenses incurred and paid | $ 150,000 | $ 450,000 | $ 26,010 | ||||||||||||||||||
Amount agreed to pay to sponsor under administrative support agreement | $ 50,000 | ||||||||||||||||||||
Related Party [Member] | Accrued Liabilities [Member] | |||||||||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||||||||
Outstanding balance | $ 600,000 | ||||||||||||||||||||
Founder Shares [Member] | Class B Ordinary Shares [Member] | |||||||||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||||||||
Sponsor paid | $ 25,000 | ||||||||||||||||||||
Number of shares issued (in Shares) | shares | 7,187,500 | ||||||||||||||||||||
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 | ||||||||||||||||||||
Number of shares for which forfeiture condition has expired (in Shares) | shares | 937,500 | 937,500 | |||||||||||||||||||
Trading days | 20 days | ||||||||||||||||||||
Threshold period | 150 years | ||||||||||||||||||||
Founder Shares [Member] | Class B Ordinary Shares [Member] | Private Placement [Member] | |||||||||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 | ||||||||||||||||||||
Founder Shares [Member] | Sponsor [Member] | |||||||||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||||||||
Number of shares for which forfeiture condition has expired (in Shares) | shares | 937,500 | 937,500 | |||||||||||||||||||
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 | $ 12 | |||||||||||||||||||
Trading days | 30 days | ||||||||||||||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 | ||||||||||||||||||||
Percentage of Issued and Outstanding Shares After the Initial Public Offering Collectively Held by Initial Stockholders | 20% | ||||||||||||||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 | ||||||||||||||||||||
Founder Shares [Member] | Sponsor [Member] | Class B Ordinary Shares [Member] | |||||||||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||||||||
Sponsor paid | $ 25,000 | ||||||||||||||||||||
Number of shares issued (in Shares) | shares | 7,187,500 | ||||||||||||||||||||
Shares subject to forfeit par value | 0.0001 | ||||||||||||||||||||
Sponsor [Member] | |||||||||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||||||||
Outstanding balance of related party note | $ 300,000 | ||||||||||||||||||||
Borrowings | $ 79,000 | ||||||||||||||||||||
Working Capital Loans [Member] | |||||||||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||||||||
Maximum borrowing capacity of related party promissory note | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||||||||||||||
Price of warrant ( (in Dollars per share) | $ / shares | $ 10 | $ 10 | $ 10 | ||||||||||||||||||
Outstanding balance of related party note | $ 100,800 | $ 0 | |||||||||||||||||||
Working Capital Loans [Member] | Related Party [Member] | |||||||||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||||||||
Outstanding balance | $ 694,000 | $ 694,000 | 100,000 | ||||||||||||||||||
Sponsor Promissory Note Agreement [Member] | |||||||||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||||||||
Outstanding balance of related party note | $ 1,500,000 | ||||||||||||||||||||
Amount drew down | $ 24,000 | $ 25,000 | $ 175,000 | $ 250,000 | $ 100,000 | ||||||||||||||||
Administrative Support Agreement [Member] | |||||||||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||||||||
Expenses incurred and paid | $ 150,000 | 877,000 | 450,000 | 50,000 | 500,000 | ||||||||||||||||
Administrative Support Agreement [Member] | Related Party [Member] | |||||||||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||||||||
Expenses incurred and paid | 2,465 | $ 16,121 | 2,465 | $ 16,121 | 600,000 | $ 0 | |||||||||||||||
Outstanding balance | |||||||||||||||||||||
Non-Redemption Agreement [Member] | |||||||||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||||||||
Number of shares issued (in Shares) | shares | 50,000 | 50,000 | |||||||||||||||||||
Number of holders of shares who accepted non-redemption agreement (in Shares) | shares | 1,784,570 | 1,932,000 | |||||||||||||||||||
Committed ownership interest | 9.90% | ||||||||||||||||||||
Number of founder share under agreement (in Shares) | shares | 356,914 | 483,000 | |||||||||||||||||||
Aggregate fair value of founder shares | $ 1,782,000 | $ 2,333,639 | |||||||||||||||||||
Aggregate fair value of founder shares (in Dollars per share) | $ / shares | $ 4.99 | $ 4.83 | |||||||||||||||||||
Non-Redemption Agreement [Member] | Sponsor [Member] | |||||||||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||||||||
Number of shares issued (in Shares) | shares | 40,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 21, 2023 USD ($) | Jul. 25, 2023 $ / shares shares | Mar. 31, 2023 USD ($) shares | Mar. 22, 2023 USD ($) $ / shares shares | Mar. 13, 2023 USD ($) shares | Feb. 02, 2021 shares | Jan. 25, 2023 $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | |
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Maximum number of demands for registration of securities | 3 | 3 | ||||||||
Lock up period for registration statement after business combination | 30 years | 30 years | ||||||||
Deferred underwriting commissions | $ 10,062,500 | $ 10,062,500 | ||||||||
Aggregate deferred underwriting fee payable | $ 10,062,500 | |||||||||
Advisory fee | $ 2,000,000 | |||||||||
Advisory fee | $ 500,000 | |||||||||
Common stock (in Shares) | shares | 50,000 | |||||||||
Per share (in Dollars per share) | $ / shares | $ 10.71 | $ 10 | $ 10.03 | |||||||
Percentage of gross proceeds from investors | 2% | |||||||||
Percentage of released from trust account. | 2% | |||||||||
discretionary fee | $ 500,000 | |||||||||
Final liquidating distribution of cash to the holders if all assets had sold | $ 240,000,000 | |||||||||
Price used as denominator for calculating merger consideration (in Dollars per share) | $ / shares | $ 10 | |||||||||
Non-Redeemed Shares (in Shares) | shares | 200,000 | |||||||||
Aggregate number of shares agreed to transfer immediately following consummation of an initial business combination (in Shares) | shares | 50,000 | |||||||||
Unaffiliated Third Parties [Member] | Non-Redemption Agreement [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Non-Redeemed Shares (in Shares) | shares | 200,000 | |||||||||
Unaffiliated Third Parties [Member] | Non-Redemption Agreement [Member] | Sponsor [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Aggregate number of shares agreed to transfer immediately following consummation of an initial business combination (in Shares) | shares | 40,000 | |||||||||
Over-Allotment Option [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Underwriting option period | 45 days | 45 days | ||||||||
Ordinary shares, shares authorized (in Shares) | shares | 3,750,000 | 3,750,000 | ||||||||
Underwriting discount (in Dollars per share) | $ / shares | $ 0.2 | |||||||||
Cash underwriting | $ 5,800,000 | |||||||||
Cash underwriting discount per share (in Dollars per share) | $ / shares | $ 0.35 | |||||||||
Deferred underwriting commissions | $ 10,100,000 | |||||||||
Underwriting cash discount per unit (in Dollars per share) | $ / shares | $ 0.2 | |||||||||
Underwriter cash discount | $ 5,800,000 | |||||||||
Aggregate underwriter cash discount | 0.35 | |||||||||
Aggregate deferred underwriting fee payable | $ 10,100,000 | |||||||||
Class A Ordinary Shares [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Ordinary shares, shares authorized (in Shares) | shares | 200,000,000 | 200,000,000 | 200,000,000 | |||||||
Number of shares issued per unit (in Shares) | shares | 1 | |||||||||
Consulting Agreement [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Fees incurred as consideration for service | $ 100,000 | |||||||||
Fees payable upon signing of the Engagement Letter (in Shares) | shares | 350,000 | 350,000 | ||||||||
Fees payable upon signing of the engagement letter | $ 100,000 | |||||||||
Stock-based compensation expenses (in Shares) | shares | 1,701,444 | |||||||||
Per Share fair value of founder shares (in Dollars per share) | $ / shares | $ 4.86 | |||||||||
Aggregate fair value of founder shares | $ 1,701,444 | |||||||||
Surviving Pubco [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Final liquidating distribution of cash to the holders if all assets had sold | $ 240,000,000 | |||||||||
Price used as denominator for calculating merger consideration (in Dollars per share) | $ / shares | $ 10 | |||||||||
Surviving Pubco [Member] | Class A Ordinary Shares [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Number of shares issued per unit (in Shares) | shares | 1 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Warrant Liabilities [Line Items] | |||
Percentage of market value | 100 | ||
Derivative warrant effective terms | 60 days | ||
Percentage of market value | 180 | ||
Public Warrants [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Warrants outstanding (in Shares) | 9,583,333 | 9,583,333 | 9,583,333 |
Derivative warrant closing term | 20 days | ||
Derivative warrant effective terms | 60 days | ||
Private Placement Warrants [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Warrants outstanding (in Shares) | 266,667 | 266,667 | |
Warrant [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Exercise price of warrant | $ 11.5 | $ 11.5 | |
Public Warrants expiration term | 5 years | ||
Threshold issue price per share | $ 9.2 | $ 9.2 | |
Percentage of gross proceeds on total equity proceeds | 60% | 60% | |
Adjustment of exercise price of warrants based on market value and newly issued price rate | 115% | 115% | |
Percentage of market value | 100 | ||
Percentage of adjustment of redemption price of stock based on newly issued price | 180% | ||
Threshold trading days determining volume weighted average price | 20 days | ||
Warrant [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Public Warrants expiration term | 5 years | ||
Class A Ordinary Shares [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Stock price trigger for redemption of public warrants | $ 18 | ||
Redemption price per public warrant | $ 10 | ||
Redemptions period, description | • in whole and not in part;• at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares;• if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders; and• if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holders’ ability to cashless exercise its warrants) as the outstanding Public Warrants as described above. | ||
Class A Ordinary Shares [Member] | Public Warrants [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Redemption price per public warrant | $ 18 | ||
Redemptions period, description | • in whole and not in part;• at a price of $0.01 per warrant;• upon a minimum of 30 days’ prior written notice of redemption; and• if, and only if, the last reported sales price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”). | ||
Class A Ordinary Shares [Member] | Warrant [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Threshold issue price per share | $ 9.2 | ||
Stock price trigger for redemption of public warrants | 10 | ||
Fair market value per share | 0.361 | ||
Class A Ordinary Shares [Member] | Warrant [Member] | Minimum [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Stock price trigger for redemption of public warrants | 10 | ||
Class A Ordinary Shares [Member] | Warrant [Member] | Maximum [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Stock price trigger for redemption of public warrants | 18 | ||
Class A Ordinary Shares [Member] | Sponsor [Member] | Warrant [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Stock price trigger for redemption of public warrants | $ 10 | ||
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Stock price trigger for redemption of public warrants | $ 10 | ||
Redemption price per public warrant | 10 | ||
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 [Member] | Public Warrants [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Redemption price per public warrant | 10 | ||
Redemption price per public warrant | 0.1 | ||
Warrant redemption condition minimum share price scenario two | 18 | ||
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 [Member] | Warrant [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Stock price trigger for redemption of public warrants | 10 | ||
Fair market value per share | 0.361 | ||
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 [Member] | Private Placement Warrants [Member] | Warrant [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Stock price trigger for redemption of public warrants | 10 | ||
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Redemption price per public warrant | 18 | ||
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 [Member] | Public Warrants [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Redemption price per public warrant | 18 | ||
Redemption price per public warrant | 0.01 | ||
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 [Member] | Warrant [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Stock price trigger for redemption of public warrants | 18 | ||
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 [Member] | Warrant [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Stock price trigger for redemption of public warrants | 18 | ||
Initial Business Combination [Member] | Warrant [Member] | |||
Derivative Warrant Liabilities [Line Items] | |||
Threshold issue price per share | $ 9.2 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) | 9 Months Ended | ||
Sep. 30, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Class A Ordinary Shares Subject to Possible Redemption [Line Items] | |||
Number of votes per share | 1 | 1 | |
Class A Ordinary Shares [Member] | |||
Class A Ordinary Shares Subject to Possible Redemption [Line Items] | |||
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares outstanding | 2,672,928 | 29,550,000 | 29,550,000 |
Voting rights description | Holders of the Company’s Class A ordinary shares are entitled to one vote for each ordinary share | ||
Ordinary shares outstanding | 2,811,744 | 29,550,000 | |
Class A Common Stock Subject to Possible Redemption [Member] | |||
Class A Ordinary Shares Subject to Possible Redemption [Line Items] | |||
Ordinary shares, outstanding, subject to possible redemption | 1,872,928 | 28,750,000 | 28,750,000 |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject to Possible Redemption (Details) - Schedule of Class A Ordinary Shares Subject to Possible Redemption Reflected on the Balance Sheets - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Reconciliation of Class a Common Stock Reflected on the Balance Sheet [Abstract] | ||||
Gross Proceeds | $ 287,500,000 | |||
Less: | ||||
Proceeds allocated to Public Warrants | (10,350,000) | |||
Class A ordinary shares issuance costs | (15,806,778) | |||
Plus: | ||||
Accretion of carrying value to redemption value | 26,156,778 | |||
Class A ordinary shares subject to possible redemption | $ 19,844,335 | $ 291,425,100 | $ 287,500,000 | |
Increase in Class A ordinary shares subject to possible redemption | $ 1,471,204 | $ 271,939,156 | $ 3,925,100 |
Shareholders_ Deficit (Details)
Shareholders’ Deficit (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Shareholders’ Deficit (Details) [Line Items] | |||
Preference shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preference shares, shares issued | |||
Preference shares, shares outstanding | |||
Ordinary shares, votes per share | 1 | 1 | |
Convertible Stocks Conversion Ratio | 20% | ||
Class A Ordinary Shares [Member] | |||
Shareholders’ Deficit (Details) [Line Items] | |||
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares outstanding | 2,672,928 | 29,550,000 | 29,550,000 |
Ordinary shares, shares issued | 800,000 | 800,000 | 800,000 |
Ordinary shares, shares outstanding | 800,000 | 800,000 | 800,000 |
Class A Common Stock Subject to Possible Redemption [Member] | |||
Shareholders’ Deficit (Details) [Line Items] | |||
Class A ordinary shares subject to possible redemption, shares outstanding | 1,872,928 | 28,750,000 | 28,750,000 |
Class B Ordinary Shares [Member] | |||
Shareholders’ Deficit (Details) [Line Items] | |||
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares issued | 7,187,500 | 7,187,500 | 7,187,500 |
Ratio to be applied to the stock in the conversion | 20 | ||
Ordinary shares, shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of Company's Financial Assets and Liabilities that are Measured at Fair Value - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Quoted Prices in Active Markets (Level 1) [Member] | |||
Liabilities: | |||
Working capital loan – related party | |||
Quoted Prices in Active Markets (Level 1) [Member] | US Treasury Securities [Member] | |||
Assets: | |||
Investments held in Trust Account – U.S. Treasury securities | 291,525,100 | $ 287,520,384 | |
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | |||
Liabilities: | |||
Derivative warrant liabilities – Public Warrants | 5,750,000 | ||
Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants [Member] | |||
Liabilities: | |||
Derivative warrant liabilities – Public Warrants | |||
Derivative warrant liabilities – Private Placement Warrants | |||
Quoted Prices in Active Markets (Level 2) [Member] | |||
Liabilities: | |||
Working capital loan – related party | 100,800 | ||
Quoted Prices in Active Markets (Level 2) [Member] | US Treasury Securities [Member] | |||
Assets: | |||
Investments held in Trust Account – U.S. Treasury securities | |||
Quoted Prices in Active Markets (Level 2) [Member] | Public Warrants [Member] | |||
Liabilities: | |||
Derivative warrant liabilities – Public Warrants | 479,167 | 191,667 | |
Quoted Prices in Active Markets (Level 2) [Member] | Private Placement Warrants [Member] | |||
Liabilities: | |||
Derivative warrant liabilities – Public Warrants | 13,333 | 5,333 | |
Derivative warrant liabilities – Private Placement Warrants | 5,333 | 160,000 | |
Quoted Prices in Active Markets (Level 3) [Member] | |||
Liabilities: | |||
Working capital loan – related party | |||
Quoted Prices in Active Markets (Level 3) [Member] | US Treasury Securities [Member] | |||
Assets: | |||
Investments held in Trust Account – U.S. Treasury securities | |||
Quoted Prices in Active Markets (Level 3) [Member] | Public Warrants [Member] | |||
Liabilities: | |||
Derivative warrant liabilities – Public Warrants | |||
Quoted Prices in Active Markets (Level 3) [Member] | Private Placement Warrants [Member] | |||
Liabilities: | |||
Derivative warrant liabilities – Public Warrants | |||
Derivative warrant liabilities – Private Placement Warrants |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Change in the Fair value of the Derivative Warrant Liabilities - USD ($) | 12 Months Ended | ||
Dec. 31, 2008 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Derivative warrant liabilities at January 1, 2021 | |||
Issuance of Public and Private Warrants | 10,638,000 | ||
Change in fair value of derivative warrant liabilities | |||
Derivative warrant liabilities at December 31, 2021 | |||
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Transfer of warrants between the levels | (10,350,000) | ||
Fair Value, Inputs, Level 1 [Member] | Private Placement Warrants [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Derivative warrant liabilities at December 31, 2021 | |||
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Transfer of warrants between the levels | $ (288,000) | ||
Derivative warrant liabilities at December 31, 2021 | $ 5,333 | $ 160,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Jan. 27, 2023 | Jan. 25, 2023 | Feb. 27, 2023 | Jan. 31, 2023 |
Promissory Note Agreement [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Amount drew down | $ 75,000 | $ 250,000 | ||
Non-Redemption Agreement [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Aggregate shares redeem | 200,000 | |||
Number of shares issued | 50,000 | |||
Aggregate public shares exercised | 26,738,255 | |||
Cash held in the trust account | $ 271,939,156 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Ordinary Share - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class A | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Ordinary Share [Line Items] | ||||||
Allocation of net income (loss) – Basic | $ (884,261) | $ 989,866 | $ (1,958,350) | $ 4,446,723 | $ 6,825,686 | $ 1,834,962 |
Basic weighted average ordinary shares outstanding | 2,722,722 | 29,550,000 | 5,632,404 | 29,550,000 | ||
Basic net income (loss) per ordinary share | $ (0.32) | $ 0.03 | $ (0.35) | $ 0.15 | $ 0.23 | $ 0.07 |
Class B | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Ordinary Share [Line Items] | ||||||
Allocation of net income (loss) – Basic | $ (2,334,291) | $ 240,767 | $ (2,499,046) | $ 1,081,585 | $ 1,660,224 | $ 483,616 |
Basic weighted average ordinary shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | ||
Basic net income (loss) per ordinary share | $ (0.32) | $ 0.03 | $ (0.35) | $ 0.15 | $ 0.23 | $ 0.07 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Ordinary Share (Parentheticals) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class A | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Ordinary Share (Parentheticals) [Line Items] | ||||||
Allocation of net income (loss) - Diluted | $ (884,261) | $ 989,866 | $ (1,958,350) | $ 4,446,723 | $ 6,825,686 | $ 1,830,545 |
Diluted weighted average ordinary shares outstanding | 2,722,722 | 29,550,000 | 5,632,404 | 29,550,000 | 29,550,000 | 26,959,315 |
Diluted net income (loss) per ordinary share | $ (0.32) | $ 0.03 | $ (0.35) | $ 0.15 | $ 0.23 | $ 0.07 |
Class B | ||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Ordinary Share (Parentheticals) [Line Items] | ||||||
Allocation of net income (loss) - Diluted | $ (2,334,291) | $ 240,767 | $ (2,499,046) | $ 1,081,585 | $ 1,660,224 | $ 488,033 |
Diluted weighted average ordinary shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 |
Diluted net income (loss) per ordinary share | $ (0.32) | $ 0.03 | $ (0.35) | $ 0.15 | $ 0.23 | $ 0.07 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of Fair Value of the Founders Shares - $ / shares | 1 Months Ended | |||
Mar. 21, 2023 | Jul. 25, 2023 | Jan. 25, 2023 | Mar. 22, 2023 | |
Schedule of Fair Value of the Founders Shares [Abstract] | ||||
Share price at grant date (in Dollars per share) | $ 10.71 | $ 10.03 | $ 10 | |
Risk-free interest rate | 4.62% | 5.43% | 4.67% | |
Remaining life of SPAC (assuming the Extended Date) | 4 months 13 days | 6 months 10 days | 6 months 7 days | |
Value in no De-SPAC scenario (in Dollars per share) | $ 10.6 | $ 10.39 | ||
Probability of transaction | 50% | 50% | 50% | |
Discount rate | 5% | 5% | 5% |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of Fair Value of the Founders Shares - $ / shares | 1 Months Ended | ||
Mar. 21, 2023 | Jul. 25, 2023 | Jan. 25, 2023 | |
Schedule of Fair Value of the Founders Shares [Abstract] | |||
Share price at grant date (in Dollars per share) | $ 10.15 | ||
Risk-free interest rate | 4.62% | 5.43% | 4.67% |
Remaining life of SPAC (assuming the Extended Date) | 4 months 13 days | 6 months 10 days | 6 months 7 days |
Share price in no De-SPAC scenario (in Dollars per share) | $ 10.39 | ||
Probability of transaction | 50% | 50% | 50% |
Discount rate | 5% | 5% | 5% |
Class A Ordinary Shares Subje_5
Class A Ordinary Shares Subject to Possible Redemption (Details) - Schedule of Class A Ordinary Shares Subject to Possible Redemption Reflected on the Balance Sheets - USD ($) | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Reconciliation of Class a Common Stock Reflected on the Balance Sheet [Abstract] | |||||
Gross Proceeds | $ 287,500,000 | ||||
Less: | |||||
Proceeds allocated to Public Warrants | (10,350,000) | ||||
Class A ordinary shares issuance costs | (15,806,778) | ||||
Plus: | |||||
Accretion of carrying value to redemption value | 26,156,778 | ||||
Waiver of Class A shares issuance costs | $ 9,700,250 | ||||
Class A ordinary shares subject to possible redemption | 19,844,335 | $ 21,071,880 | $ 20,892,146 | $ 291,425,100 | $ 287,500,000 |
Increase in Class A ordinary shares subject to possible redemption | (9,456,591) | $ 179,734 | 1,406,202 | 3,925,100 | |
Less: | |||||
Redemption of Class A ordinary shares subject to possible redemption | $ (1,471,204) | $ (271,939,156) | $ (3,925,100) |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Financial Assets and Liabilities that are Measured at Fair Value on a Recurring Basis - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Quoted Prices in Active Markets (Level 1) [Member] | |||
Assets: | |||
Investments held in Trust Account – US Treasury securities | $ 291,525,100 | ||
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | |||
Liabilities: | |||
Derivative warrant liabilities | $ 5,750,000 | ||
Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants [Member] | |||
Liabilities: | |||
Derivative warrant liabilities | |||
Quoted Prices in Active Markets (Level 1) [Member] | Related Party [Member] | |||
Liabilities: | |||
Derivative warrant liabilities | |||
Significant Other Observable Inputs (Level 2) [Member] | |||
Assets: | |||
Investments held in Trust Account – US Treasury securities | |||
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | |||
Liabilities: | |||
Derivative warrant liabilities | 479,167 | 191,667 | |
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member] | |||
Liabilities: | |||
Derivative warrant liabilities | 13,333 | 5,333 | |
Significant Other Observable Inputs (Level 2) [Member] | Related Party [Member] | |||
Liabilities: | |||
Derivative warrant liabilities | 100,800 | ||
Significant Other Unobservable Inputs (Level 3) [Member] | |||
Assets: | |||
Investments held in Trust Account – US Treasury securities | |||
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | |||
Liabilities: | |||
Derivative warrant liabilities | |||
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | |||
Liabilities: | |||
Derivative warrant liabilities | |||
Significant Other Unobservable Inputs (Level 3) [Member] | Related Party [Member] | |||
Liabilities: | |||
Derivative warrant liabilities |