Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | Arrowroot Acquisition Corp. |
Document Type | S-4 |
Amendment Flag | false |
Entity Central Index Key | 0001835972 |
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 | DE |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | |||
Cash | $ 299,342 | $ 145,980 | $ 262,671 |
Prepaid expenses | 179,219 | 76,350 | 514,553 |
Total Current Assets | 478,561 | 222,330 | 777,224 |
Cash and investments held in Trust Account | 45,351,623 | 290,737,917 | 287,523,634 |
TOTAL ASSETS | 45,830,184 | 290,960,247 | 288,300,858 |
LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT | |||
Promissory note – related party | 1,200,000 | ||
Forward purchase agreement liability | 1,500,000 | ||
Current liabilities | |||
Accounts payable and accrued expenses | 1,758,793 | 1,063,841 | 1,177,911 |
Income tax payable | 5,069 | 383,410 | |
Convertible promissory notes – related party | 2,140,000 | 1,500,000 | 750,000 |
Total Current Liabilities | 6,603,862 | 2,947,251 | 1,927,911 |
Deferred underwriting fee payable | 10,062,500 | 10,062,500 | 10,062,500 |
Warrant liabilities | 5,656,250 | 110,000 | 11,991,250 |
Total Liabilities | 22,322,612 | 13,119,751 | 23,981,661 |
Commitments and Contingencies | |||
Stockholders’ Deficit | |||
Preferred stock value | |||
Additional paid-in capital | |||
Accumulated deficit | (21,785,750) | (12,477,730) | (23,181,522) |
Total Stockholders’ Deficit | (21,785,031) | (12,477,011) | (23,180,803) |
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT | 45,830,184 | 290,960,247 | 288,300,858 |
Class A Common Stock | |||
Current liabilities | |||
Common stock, value | 45,292,603 | 290,317,507 | 287,500,000 |
Stockholders’ Deficit | |||
Common stock value | |||
Class B Common Stock | |||
Stockholders’ Deficit | |||
Common stock value | $ 719 | $ 719 | $ 719 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock subject to possible redemption, price (in Dollars per share) | $ 10.17 | ||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Common stock, shares outstanding | |||
Class A Common Stock | |||
Common stock subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares subject to possible redemption, issued | 4,445,813 | 28,750,000 | 28,750,000 |
Common stock, shares subject to possible redemption, outstanding | 4,445,813 | 28,750,000 | 28,750,000 |
Common stock subject to possible redemption, price (in Dollars per share) | $ 10.19 | $ 10.1 | $ 10 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, shares issued | |||
Common stock, shares outstanding | |||
Class B Common Stock | |||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Common stock, shares issued | 7,187,500 | 7,187,500 | 7,187,500 |
Common stock, shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
General and administrative expenses | $ 1,384,256 | $ 332,572 | $ 2,212,882 | $ 771,434 | $ 1,555,038 | $ 3,858,771 |
Loss from operations | (1,384,256) | (332,572) | (2,212,882) | (771,434) | (1,555,038) | (3,858,771) |
Other income: | ||||||
Change in fair value of warrant liabilities | (2,936,250) | 4,506,250 | (5,546,250) | 10,841,250 | 11,881,250 | 8,680,000 |
Change in fair value of forward purchase agreement | (1,500,000) | (1,500,000) | ||||
Interest expense – promissory note | (4,890) | (4,890) | ||||
Interest earned on cash and investments held in Trust Account | 413,943 | 336,731 | 2,613,825 | 362,360 | ||
Interest earned on Marketable securities held in Trust Account | 3,945,497 | 23,634 | ||||
Total other (expense) income | (4,027,197) | 4,842,981 | (4,437,315) | 11,203,610 | 15,826,747 | 8,703,634 |
(Loss) income before provision for income taxes | (5,411,453) | 4,510,409 | (6,650,197) | 10,432,176 | 14,271,707 | 4,844,863 |
Benefit from (provision for) income taxes | 32,289 | (21,720) | (423,659) | (21,720) | (750,410) | |
Net (loss) income | $ (5,379,164) | $ 4,488,689 | $ (7,073,856) | $ 10,410,456 | $ 13,521,299 | $ 4,844,863 |
Class A Common Stock | ||||||
Other income: | ||||||
Weighted average shares outstanding (in Shares) | 4,445,813 | 28,750,000 | 12,771,004 | 28,750,000 | 28,750,000 | 23,866,438 |
Basic and diluted net (loss) income per share (in Dollars per share) | $ (0.46) | $ 0.12 | $ (0.35) | $ 0.29 | $ 0.38 | $ 0.16 |
Diluted Weighted average shares outstanding (in Shares) | 4,445,813 | 28,750,000 | 12,771,004 | 28,750,000 | ||
Diluted net income per share (in Dollars per share) | $ (0.46) | $ 0.12 | $ (0.35) | $ 0.29 | $ 0.38 | $ 0.16 |
Class B Common Stock | ||||||
Other income: | ||||||
Weighted average shares outstanding (in Shares) | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,025,685 |
Basic and diluted net (loss) income per share (in Dollars per share) | $ (0.46) | $ 0.12 | $ (0.35) | $ 0.29 | $ 0.38 | $ 0.16 |
Diluted Weighted average shares outstanding (in Shares) | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 |
Diluted net income per share (in Dollars per share) | $ (0.46) | $ 0.12 | $ (0.35) | $ 0.29 | $ 0.38 | $ 0.16 |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class A Common Stock | ||||||
Diluted net (loss) income per share | $ (0.46) | $ 0.12 | $ (0.35) | $ 0.29 | $ 0.38 | $ 0.16 |
Class B Common Stock | ||||||
Diluted net (loss) income per share | $ (0.46) | $ 0.12 | $ (0.35) | $ 0.29 | $ 0.38 | $ 0.16 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 719 | $ 29,281 | $ (1,724) | $ 28,276 | |
Balance (in Shares) at Dec. 31, 2020 | 7,187,500 | ||||
Accretion of Class A common Stock Subject to Redemption | (689,281) | (28,024,661) | (28,713,942) | ||
Sale of 8,250,000 Private Placement Warrants | 660,000 | 660,000 | |||
Net income (loss) | 4,844,863 | 4,844,863 | |||
Balance at Dec. 31, 2021 | $ 719 | (23,181,522) | (23,180,803) | ||
Balance (in Shares) at Dec. 31, 2021 | 7,187,500 | ||||
Net income (loss) | 5,921,767 | 5,921,767 | |||
Balance at Mar. 31, 2022 | $ 719 | (17,259,755) | (17,259,036) | ||
Balance (in Shares) at Mar. 31, 2022 | 7,187,500 | ||||
Balance at Dec. 31, 2021 | $ 719 | (23,181,522) | (23,180,803) | ||
Balance (in Shares) at Dec. 31, 2021 | 7,187,500 | ||||
Net income (loss) | 10,410,456 | ||||
Balance at Jun. 30, 2022 | $ 719 | (12,834,525) | (12,833,806) | ||
Balance (in Shares) at Jun. 30, 2022 | 7,187,500 | ||||
Balance at Dec. 31, 2021 | $ 719 | (23,181,522) | (23,180,803) | ||
Balance (in Shares) at Dec. 31, 2021 | 7,187,500 | ||||
Accretion of Class A common Stock Subject to Redemption | (2,817,507) | (2,817,507) | |||
Net income (loss) | 13,521,299 | 13,521,299 | |||
Balance at Dec. 31, 2022 | $ 719 | (12,477,730) | (12,477,011) | ||
Balance (in Shares) at Dec. 31, 2022 | 7,187,500 | ||||
Balance at Mar. 31, 2022 | $ 719 | (17,259,755) | (17,259,036) | ||
Balance (in Shares) at Mar. 31, 2022 | 7,187,500 | ||||
Accretion of Class A common Stock Subject to Redemption | (63,459) | (63,459) | |||
Net income (loss) | 4,488,689 | 4,488,689 | |||
Balance at Jun. 30, 2022 | $ 719 | (12,834,525) | (12,833,806) | ||
Balance (in Shares) at Jun. 30, 2022 | 7,187,500 | ||||
Balance at Dec. 31, 2022 | $ 719 | (12,477,730) | (12,477,011) | ||
Balance (in Shares) at Dec. 31, 2022 | 7,187,500 | ||||
Accretion of Class A common Stock Subject to Redemption | (2,355,234) | (2,355,234) | |||
Net income (loss) | (1,694,692) | (1,694,692) | |||
Balance at Mar. 31, 2023 | $ 719 | (16,527,656) | (16,526,937) | ||
Balance (in Shares) at Mar. 31, 2023 | 7,187,500 | ||||
Balance at Dec. 31, 2022 | $ 719 | (12,477,730) | (12,477,011) | ||
Balance (in Shares) at Dec. 31, 2022 | 7,187,500 | ||||
Net income (loss) | (7,073,856) | ||||
Balance at Jun. 30, 2023 | $ 719 | (21,785,750) | (21,785,031) | ||
Balance (in Shares) at Jun. 30, 2023 | 7,187,500 | ||||
Balance at Mar. 31, 2023 | $ 719 | (16,527,656) | (16,526,937) | ||
Balance (in Shares) at Mar. 31, 2023 | 7,187,500 | ||||
Accretion of Class A common Stock Subject to Redemption | 121,070 | 121,070 | |||
Net income (loss) | (5,379,164) | (5,379,164) | |||
Balance at Jun. 30, 2023 | $ 719 | $ (21,785,750) | $ (21,785,031) | ||
Balance (in Shares) at Jun. 30, 2023 | 7,187,500 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) (Parentheticals) | 12 Months Ended |
Dec. 31, 2021 shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of private placement warrants | 8,250,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||||
Net (loss) income | $ (7,073,856) | $ 10,410,456 | $ 13,521,299 | $ 4,844,863 |
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Interest earned on investments held in Trust Account | (2,613,824) | (362,360) | (3,945,497) | (23,634) |
Change in fair value of warrant liabilities | 5,546,250 | (10,841,250) | (11,881,250) | (8,680,000) |
Change in fair value of forward purchase agreement | 1,500,000 | |||
Transaction costs allocable to warrant liabilities | 760,022 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (102,869) | 220,962 | 438,203 | (514,553) |
Accrued expenses | 694,952 | (162,157) | (114,070) | 1,176,870 |
Income tax payable | (378,341) | 21,720 | 383,410 | |
Net cash used in operating activities | (2,427,688) | (712,629) | (1,597,905) | (2,436,432) |
Cash Flows from Investing Activities: | ||||
Investment of cash in Trust Account | (640,000) | (287,500,000) | ||
Cash withdrawn from Trust Account for payment of franchise and income tax obligations | 1,381,050 | 123,251 | 731,214 | |
Net cash provided by investing activities | 248,000,118 | 123,251 | 731,214 | (287,500,000) |
Cash withdrawn from Trust Account in connection with redemptions | 247,259,068 | |||
Cash Flows from Financing Activities: | ||||
Proceeds from sale of Units, net of underwriting discounts paid | 281,750,000 | |||
Proceeds from sale of Private Placement Warrants | 8,250,000 | |||
Proceeds from non-convertible promissory note – related party | 1,200,000 | 149,992 | ||
Repayment of promissory note – related party | (149,992) | |||
Proceeds from convertible first promissory note – related party | 750,000 | 750,000 | 750,000 | |
Proceeds from convertible second promissory note – related party | 640,000 | |||
Redemption of common stock | (247,259,068) | |||
Payment of offering costs | (572,862) | |||
Net cash (used in) provided by financing activities | (245,419,068) | 750,000 | 750,000 | 290,177,138 |
Net Change in Cash | 153,362 | 160,622 | (116,691) | 240,706 |
Cash – Beginning of the period | 145,980 | 262,671 | 262,671 | 21,965 |
Cash – End of the period | 299,342 | 423,293 | 145,980 | 262,671 |
Non-cash investing and financing activities: | ||||
Deferred underwriting fee payable | 10,062,500 | |||
Cash paid for income taxes | $ 802,000 | $ 367,000 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Description of Organization and Business Operations [Abstract] | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Arrowroot Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on November 5, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2023, the Company had not commenced any operations. All activity through June 30, 2023 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination, including activities in connection with the Proposed Business Combination (as defined and discussed below). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non -operating On February 28, 2023, the Company’s stockholders held a special meeting (the “Special Meeting”) and approved and adopted an amendment to its Amended and Restated Certificate of Incorporation to extend the period of time for which the Company is required to consummate a Business Combination from March 4, 2023 (the “Original Termination Date”) to July 6, 2023 (the “Charter Extension Date”) and to allow the Company, without another stockholder vote, to elect to extend the Termination Date to consummate an initial Business Combination on a monthly basis for up to seven times by an additional one month each time after the Charter Extension Date, by resolution of the Board if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until February 4, 2024 (each, an “Additional Charter Extension Date”) for a total of up to eleven months after the Original Termination Date, unless the closing of an initial Business Combination shall have occurred prior thereto (the “Extension,” such extension deadline, the “Extension Date,” and such proposal, the “Extension Proposal”). In connection with the Extension, shareholders holding 24,304,187 shares of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account at a redemption price of approximately $10.17 per share. As a result, following the Special Meeting, approximately $247,259,068 in cash was removed from the Trust Account to pay such holders. The registration statement for the Company’s Initial Public Offering was declared effective on March 1, 2021. On March 4, 2021, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over -allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,250,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Arrowroot Acquisition LLC (the “Sponsor”), generating gross proceeds of $8,250,000. Transaction costs amounted to $16,392,714, consisting of $5,750,000 in cash underwriting fees, net of reimbursements, $10,062,500 of deferred underwriting fees and $580,214 of other offering costs. Following the closing of the Initial Public Offering on March 4, 2021, an amount of $287,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and has been invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open -ended -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 Warrants, 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 with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting fees and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post -transaction The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) 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 stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder 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 Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by the Extension Date and (c) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre -Business such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The Company has until the Extension Date to complete a Business Combination (the “Combination Period”). 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 In order to protect the amounts held in the Trust Account, the Sponsor has 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, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 Proposed Business Combination On April 27, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with ARAC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and iLearningEngines, Inc., a Delaware corporation (“iLearningEngines”). The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other transactions contemplated by the Merger Agreement (the “Proposed Business Combination”): (i) (ii) minus plus minus divided by -redeeming -redeeming multiplied by The Board of Directors of the Company (the “Board”) has (i) approved and declared advisable the Merger Agreement and the Proposed Business Combination and (ii) resolved to recommend approval of the Merger Agreement and related matters by the shareholders of the Company. The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Proposed Business Combination and related agreements and transactions by the respective shareholders of the Company and iLearningEngines, (ii) effectiveness of the registration statement on Form S -4 -Scott-Rodino Other conditions to the Company’s obligations to consummate the Merger include, among others, that as of the Closing, (i) iLearningEngines shall have performed all covenants in all material respects and (ii) no Company Material Adverse Effect (as defined in the Merger Agreement) shall have occurred between the date of the Merger Agreement and Closing. Other conditions to iLearningEngines’ obligations to consummate the Merger include, among others, that as of the Closing, (i) the Company shall have performed all covenants in all material respects (ii) no Acquiror Material Adverse Effect (as defined in the Merger Agreement) shall have occurred between the date of the Merger Agreement and Closing and (iii) the amount of cash available in the Trust Account into which substantially all of the proceeds of the Company’s initial public offering and private placement of its warrants have been deposited for the benefit of its public shareholders, together with the proceeds of certain private placement investments in the Company or iLearningEngines prior to closing and subject to the deductions and conditions set forth in the Merger Agreement, including deductions for certain the Company transaction expenses, is at least equal to or greater than $100,000,000. The Merger Agreement contains additional covenants, including, among others, providing for (i) the parties to conduct their respective businesses in the ordinary course through the Closing, (ii) the parties to not solicit, initiate any negotiations or enter into any agreements for certain alternative transactions, (iii) iLearningEngines to prepare and deliver to the Company certain audited and unaudited consolidated financial statements of iLearningEngines, (iv) the Company to prepare and file a registration statement on Form S -4 Liquidity and Going Concern On December 29, 2021, the Company issued an unsecured convertible promissory note (the “First Promissory Note”) with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $1,500,000. Upon issuance, $750,000 was drawn down on the note with an additional $200,000 drawn down on March 17, 2022. On April 21, 2022, the Company drew down the remaining $550,000 pursuant to the terms of the First Promissory Note. Following this draw down, the full $1,500,000 available under the First Promissory Note was outstanding. There are no remaining funds available under the First Promissory Note for future drawdowns. As of June 30, 2023 and December 31, 2022, $1,500,000 and $1,500,000 were outstanding under this First Promissory Note, respectively. The First Promissory Note is subject to the Sponsor’s approval and does not bear interest. The principal balance of the note will be payable on the earliest to occur of (i) the date on which the Company consummates its initial Business Combination or (ii) the date that the winding up of the Company is effective (such date, the “Maturity Date”). In the event the Company consummates its initial Business Combination, the Sponsor has the option on the Maturity Date to convert all or any portion of the principal outstanding under the First Promissory Note into that number of warrants (“Working Capital Warrants”) equal to the portion of the principal amount of the First Promissory Note being converted divided by $1.00, rounded up to the nearest whole number. The terms of the Working Capital Warrants, if any, would be identical to the terms of the private placement warrants issued by the Company at the time of its initial public offering, as described in the prospectus for the initial public offering dated March 1, 2021 and filed with the SEC, including the transfer restrictions applicable thereto. The First Promissory Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the First Promissory Note and all other sums payable with regard to the First Promissory Note becoming immediately due and payable. On February 23, 2023, the Company issued an unsecured promissory note in the principal amount of $500,000 in favor of the Sponsor (the “Second Promissory Note”), which was funded in full by the Sponsor upon execution of the Second Promissory Note. The Second Promissory Note is not convertible into Working Capital Warrants or any other security pursuant to its terms. As of June 30, 2023, the Company had $500,000 outstanding balance under this Second Promissory Note. In connection with the approval by the Company’s stockholders of the Extension Date at the Special Meeting, the Sponsor issued to the Company an unsecured promissory note that matures upon the Company closing its initial Business Combination (the “Third Promissory Note”). Following the Extension Proposal being approved, the Sponsor funded $640,000 of the Third Promissory Note. Pursuant to the terms of the Third Promissory Note, on each Additional Charter Extension Date, the Sponsor must fund the lesser of (a) $160,000 or (b) $0.04 for each public share that is not redeemed in connection with the Special Meeting for an aggregate deposit of up to the lesser of (x) $1,120,000 or (y) $0.28 for each public share that is not redeemed in connection with the Special Meeting (if all seven additional monthly extensions are exercised). As of June 30, 2023, the Company had $640,000 outstanding balance under this Third Promissory Note. If the Company completes an initial Business Combination, the Company will, at the option of the Sponsor, repay the amounts loaned under the Third Promissory Note or convert a portion or all of the amounts loaned under such promissory note into warrants, which warrants will be identical to the private placement warrants issued in connection with the Company’s initial public offering. If the Company does not complete an initial Business Combination by the Extension Date, such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. On June 13, 2023, the Company issued an unsecured promissory note (the “Fourth Promissory Note” and together with the First Promissory Note, the Second Promissory Note and the Third Promissory Note, the “Promissory Notes”) in the principal amount of $2,000,000 to the Sponsor, of which $700,000 was funded by the Sponsor upon execution of the Fourth Promissory Note. The Fourth Promissory Note bears interest at 15% per annum and matures upon closing of the Company’s initial Business Combination. In the event that the Company does not consummate an initial Business Combination, the Fourth Promissory Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The Fourth Promissory Note may be further drawn down from time to time prior to the Maturity Date upon request by the Company subject to the Sponsor’s approval. The Fourth Promissory Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Fourth Promissory Note and all other sums payable with regard to the Fourth Promissory Note becoming immediately due and payable. Notwithstanding the original terms of the Promissory Notes, the Company and iLearningEngines have agreed, pursuant to the Merger Agreement, that if the Closing occurs, the Sponsor will have the option for the principal and interest outstanding under the Promissory Notes to be repaid in cash or convert into common stock of the Surviving Corporation at a price per share equal to $10.00 per share at the Closing; provided, however, that to the extent the Acquiror Transaction Expenses (as defined in the Merger Agreement) exceed $30,000,000 then the Promissory Notes will be settled by the conversion of an amount equal to the lesser of (i) the principal and interest outstanding under the Promissory Notes and (ii) the Excess Transaction Expenses (as defined in the Merger Agreement) into common stock of the Surviving Corporation at a price per share equal to $10.00 per share. As of June 30, 2023, the Company had $299,342 of cash held outside its Trust Account for use as working capital, $45,351,623 in cash held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit of $6,066,281. As of June 30, 2023, $253,493 of deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. As of June 30, 2023, the Company withdrew an amount of $1,381,050 to pay income and franchise taxes and approximately $247,259,068 in connection with redemption. 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 below. Management expects to incur significant costs in pursuit of its acquisition plans. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, it would repay such loaned amounts. The Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014 -15 | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Arrowroot Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on November 5, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity through December 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non -operating The registration statement for the Company’s Initial Public Offering was declared effective on March 1, 2021. On March 4, 2021, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over -allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,250,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Arrowroot Acquisition LLC (the “Sponsor”), generating gross proceeds of $8,250,000. Transaction costs amounted to $16,392,714, consisting of $5,750,000 in cash underwriting fees, net of reimbursements, $10,062,500 of deferred underwriting fees and $580,214 of other offering costs. Following the closing of the Initial Public Offering on March 4, 2021, an amount of $287,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and has been invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open -ended -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 Warrants, 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 with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting fees and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post -transaction The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) 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 stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. On February 28, 2023, the Company held a special meeting of stockholders (the “Extension Meeting”) to vote to extend the date (“Termination Date”) by which it must either (a) consummate and initial business combination, or (b) (i) cease all operations except for the purpose of winding up if the Company fails to complete such initial business combination and (ii) redeem all of the shares of the Company’s common stock, included as part of the initial public offering units, from March 4, 2023 (the “Original Termination Date”) to July 6, 2023 (the “Charter Extension Date”) and to allow the Company, without another stockholder vote, to elect to extend the Termination Date to consummate an initial business combination on a monthly basis for up to seven times by an additional one month each time after the Charter Extension Date, by resolution of the Company’s board of directors if requested by the sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until February 4, 2024 (each, an “Additional Charter Extension Date”) or a total of up to eleven months after the Original Termination Date, unless the closing of an initial business combination shall have occurred prior thereto (the “Extension,” such extension deadline, the “Extension Date,” and such proposal, the “Extension Proposal”). The Extension proposal was approved by the stockholders. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder 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 Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by the Extension Date and (c) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre -business The Company has until the Extension Date to complete a Business Combination (the “Combination Period”). 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 In order to protect the amounts held in the Trust Account, the Sponsor has 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, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 Liquidity and Going Concern On December 29, 2021, the Company issued an unsecured convertible promissory note (the “Second Promissory Note”) with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $1,500,000. Upon issuance, $750,000 was drawn down on the note with an additional $200,000 drawn down on March 17, 2022. On April 21, 2022, the Company drew down the remaining $550,000 pursuant to the terms of the Convertible Promissory Note. Following this draw down, the full $1,500,000 available under the Convertible Promissory Note was outstanding. There are no remaining funds available under the Second Promissory Note for future drawdowns. As of December 31, 2022 and 2021, $1,500,000 and $750,000 were drawn down on this Second Promissory Note, respectively. The Second Promissory Note is subject to the Sponsor’s approval and does not bear interest. The principal balance of the note will be payable on the earliest to occur of (i) the date on which the Company consummates its initial business combination or (ii) the date that the winding up of the Company is effective (such date, the “Maturity Date”). In the event the Company consummates its initial business combination, the Sponsor has the option on the Maturity Date to convert all or any portion of the principal outstanding under the Second Promissory Note into that number of warrants (“Working Capital Warrants”) equal to the portion of the principal amount of the Second Promissory Note being converted divided by $1.00, rounded up to the nearest whole number. The terms of the Working Capital Warrants, if any, would be identical to the terms of the private placement warrants issued by the Company at the time of its initial public offering, as described in the prospectus for the initial public offering dated March 1, 2021 and filed with the SEC, including the transfer restrictions applicable thereto. The Promissory Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Second Promissory Note and all other sums payable with regard to the Second Promissory Note becoming immediately due and payable. As of December 31, 2022, the Company had $145,980 of cash held outside its trust account for use as working capital, $290,737,917 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit of $2,687,921. As of December 31, 2022, $3,945,497 of deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. As of December 31, 2022, the Company withdrew an amount of $731,214 to pay income and franchise taxes. 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 below. Management expects to incur significant costs in pursuit of its acquisition plans. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, it would repay such loaned amounts. The Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the business combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014 -15 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10 -Q -X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s 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 The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with 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 periods. 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. One of the more significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Cash and Marketable Securities held in Trust Account Prior to the Special Meeting, the Company’s portfolio of investments held in Trust Account was comprised solely 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, or a combination thereof. The Company’s investments held in the Trust Account were classified as trading securities. Trading securities are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest income earned from investments held in Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. In connection with the Special Meeting, the Company liquidated its portfolio of investments held in the Trust Account and converted it into cash held in the Trust Account. Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the condensed consolidated balance sheet date that are directly related to the Initial Public Offering. Offering costs associated with warrant liabilities were expensed as incurred in the unaudited condensed consolidated statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. Offering costs amounted to $16,392,714, of which $760,022 was allocated to the warrant liabilities and charged to the unaudited condensed consolidated statements of operations. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At June 30, 2023 and December 31, 2022, the Class A common stock subject to redemption reflected in the condensed consolidated balance sheets is reconciled in the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (13,081,250 ) Class A common stock issuance costs (15,632,692 ) Plus: Remeasurement of carrying value to redemption value 31,531,449 Class A common stock subject to possible redemption at December 31, 2022 290,317,507 Less: Redemption (247,259,068 ) Plus: Remeasurement of carrying value to redemption value 2,355,234 Class A common stock subject to possible redemption at March 31, 2023 45,413,673 Less: Remeasurement of carrying value to redemption value (121,070 ) Class A common stock subject to possible redemption at June 30, 2023 $ 45,292,603 Warrant Liabilities The Company accounts for warrants as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -cash -allotment -half Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. ASC 740 -270-25-2 -270-30-5 ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net (Loss) Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of common stock. Net income per common stock is computed by dividing net (loss) income by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from (loss) income per common share as the redemption value approximates fair value. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 22,625,000 shares of Class A common stock in the calculation of diluted (loss) income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti -dilutive The following table reflects the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): For the Three Months Ended For the Six Months Ended 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net (loss) income per common stock Numerator: Allocation of net (loss) income, as adjusted $ (2,055,713 ) $ (3,323,451 ) $ 3,590,951 $ 897,738 $ (4,526,404 ) $ (2,547,452 ) $ 8,328,395 $ 2,082,091 Denominator: Basic and diluted weighted average shares outstanding 4,445,813 7,187,500 28,750,000 7,187,500 12,771,004 7,187,500 28,750,000 7,187,500 Basic and diluted net (loss) income per common stock $ (0.46 ) $ (0.46 ) $ 0.12 $ 0.12 $ (0.35 ) $ (0.35 ) $ 0.29 $ 0.29 Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying unaudited condensed consolidated balance sheets, primarily due to their short -term Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 -06 -06 -converted -06 -06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of the 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 periods. 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Marketable Securities Held in Trust Account The Company’s portfolio of investments held in Trust Account is comprised solely 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, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities 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 investments are included in interest 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. Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs associated with warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. Offering costs amounted to $16,392,714, of which $760,022 was allocated to the warrant liabilities and charged to the statements of operations. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2022 and 2021, the Class A common stock subject to redemption reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (13,081,250 ) Class A common stock issuance costs (15,632,692 ) Plus: Accretion of carrying value to redemption value 28,713,942 Class A common stock subject to possible redemption at December 31, 2021 $ 287,500,000 Plus: Accretion of carrying value to redemption value 2,817,507 Class A common stock subject to possible redemption at December 31, 2022 $ 290,317,507 Warrant Liabilities The Company accounts for warrants as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -cash -allotment and one -half Second Promissory Note The Company accounts for its Second Promissory Note under ASC 815, “Derivatives and Hedging” (“ASC 815”). Under 815 -15-25 -cash Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement’s carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of common stock. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 22,625,000 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti -dilutive The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended Year Ended Class A Class B Class A Class B Basic net income per common stock Numerator: Allocation of net income, as adjusted $ 10,817,039 $ 2,704,260 $ 3,723,509 $ 1,101,850 Denominator: Basic weighted average shares outstanding 28,750,000 7,187,500 23,866,438 7,025,685 Basic net income per common share $ 0.38 $ 0.38 $ 0.16 $ 0.16 Year Ended Year Ended Class A Class B Class A Class B Diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 10,817,039 $ 2,704,260 $ 3,723,509 $ 1,121,354 Denominator: Diluted weighted average shares outstanding 28,750,000 7,187,500 23,866,438 7,187,500 Diluted net income per common share $ 0.38 $ 0.38 $ 0.16 $ 0.16 Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short -term Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 -06 -06 -converted -06 -06 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering [Abstract] | ||
INITIAL PUBLIC OFFERING | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 28,750,000 Units, including a full exercise by the underwriters of their over -allotment -half | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 28,750,000 Units, including a full exercise by the underwriter of their over -allotment -half |
Private Placement
Private Placement | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Private Placement [Abstract] | ||
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,250,000 Private Placement Warrants, at a price of $1.00 per warrant, or $8,250,000 in the aggregate. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 10). A portion of the proceeds from the Private Placement Warrants were 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 proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,250,000 Private Placement Warrants, at a price of $1.00 per warrant, or $8,250,000 in the aggregate. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 9). A portion of the proceeds from the Private Placement Warrants were 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 proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares In November 2020, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $30,000. Subsequently, in December 2020 the Company effectuated a 5 -for-4 -allotment -converted -allotment -allotment no The transfer of the Founders Shares to the Company’s director nominees is in the scope of FASB ASC Topic 718, “Compensation -Stock -based -classified -based The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Administrative Support Agreement The Company entered into an agreement, commencing on March 4, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $20,000 per month for office space, secretarial, and administrative support services. For the three and six months ended June 30, 2023, the Company incurred and paid $60,000 and $120,000 in fees for these services. For the three and six months ended June 30, 2022, the Company incurred and paid $60,000 and $120,000 in fees for these services, respectively. There were no Promissory Notes — Related Parties On December 21, 2020, the Sponsor issued an unsecured promissory note to the Company (the “IPO Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The IPO Promissory Note was non -interest Related Party Loans 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, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post -Business On December 29, 2021, the Company issued its First Promissory Note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $1,500,000. The note was issued in connection with advances the Sponsor may make in the future, to the Company for working capital expenses. Upon issuance, $750,000 was drawn down on the note with an additional $200,000 drawn down on March 17, 2022. On April 21, 2022, the Company drew down the remaining $550,000 pursuant to the terms of the First Promissory Note. Following this draw down, the full $1,500,000 available under the Second Promissory Note was outstanding. There are no On February 23, 2023, the Company issued an unsecured promissory note in the principal amount of $500,000 in favor of the Sponsor (the “Second Promissory Note”), which was funded in full by the Sponsor upon execution of the Second Promissory Note. The Second Promissory Note is not convertible into Working Capital Warrants or any other security pursuant to its terms. As of June 30, 2023 and December 31, 2022, the Company had $500,000 and $0 outstanding balance under this Second Promissory Note, respectively. In connection with the approval by the Company’s stockholders of the Extension Date at the Special Meeting, the Sponsor issued to the Company an unsecured promissory note that matures upon the Company closing its initial Business Combination (the “Third Promissory Note”). Following the Extension Proposal being approved, the Sponsor funded $640,000 of the Third Promissory Note. Pursuant to the terms of the Third Promissory Note, on each Additional Charter Extension Date, the Sponsor must fund the lesser of (a) $160,000 or (b) $0.04 for each public share that is not redeemed in connection with the Special Meeting for an aggregate deposit of up to the lesser of (x) $1,120,000 or (y) $0.28 for each public share that is not redeemed in connection with the Special Meeting (if all seven additional monthly extensions are exercised). As of June 30, 2023, the Company had $640,000 outstanding balance under this Third Promissory Note. If the Company completes an initial Business Combination, the Company will, at the option of the Sponsor, repay the amounts loaned under the Third Promissory Note or convert a portion or all of the amounts loaned under such promissory note into warrants, which warrants will be identical to the private placement warrants issued in connection with the Company’s initial public offering. If the Company does not complete an initial Business Combination by the Extension Date, such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. On June 13, 2023, the Company issued an unsecured promissory note in the principal amount of $2,000,000 in favor of the Sponsor (the “Fourth Promissory Note” and together with the First Promissory Note, the Second Promissory Note and the Third Promissory Note, the “Promissory Notes”), of which $700,000 was funded by the Sponsor upon execution of the Note. The Fourth Promissory Note bears interest at 15% per annum and matures upon closing of the Company’s initial business combination or the date that the winding up of the Company is effective (such date, the “Maturity Date”). The Fourth Promissory Note is not convertible into Working Capital Warrants or any other security. In the event that the Company does not consummate an initial business combination, the Fourth Promissory Note will be repaid only from funds held outside of the trust account established in connection with the Company’s initial public offering or will be forfeited, eliminated or otherwise forgiven. The Fourth Promissory Note may be further drawn down from time to time prior to the Maturity Date upon request by the Company subject to the Sponsor’s approval. The Fourth Promissory Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Fourth Promissory Note and all other sums payable with regard to the Fourth Promissory Note becoming immediately due and payable. As of June 30, 2023, the Company had $700,000 outstanding balance under this Fourth Promissory Note. Notwithstanding the original terms the Promissory Notes, the Company and iLearningEngines have agreed, pursuant to the Merger Agreement, that if the Closing occurs, the Sponsor will have the option for the principal and interest outstanding under the Promissory Notes to be repaid in cash or convert into common stock of the Surviving Corporation at a price per share equal to $10.00 per share at the Closing; provided, however, that to the extent the Acquiror Transaction Expenses (as defined in the Merger Agreement) exceed $30,000,000, then the Promissory Notes will be settled by the conversion of an amount equal to the lesser of (i) the principal and interest outstanding under the Promissory Notes and (ii) the Excess Transaction Expenses (as defined in the Merger Agreement) into common stock of the Surviving Corporation at a price per share equal to $10.00 per share. Forward Purchase Agreement On April 26, 2023, the Company and Polar Multi -Strategy The Forward Purchase Agreement provides that at the closing of the Business Combination, the Company will pre -pay The scheduled maturity date of the forward transaction is one year from the closing of the Business Combination (the “Maturity Date”), except that the Maturity Date may be accelerated if the shares trade under $2.00 for 10 out of 30 days or the shares are delisted by Nasdaq. Polar has the right to early terminate the transaction (in whole or in part) before the Maturity Date by delivering notice to the Company. If Polar terminates the Forward Purchase Agreement with respect to some or all of the shares prior to the Maturity Date, Polar will return an amount to the Company equal to the number of terminated shares multiplied by the Redemption Price. The Company can terminate the Forward Purchase Agreement prior to the redemption deadline if the Company pays Polar a $300,000 break -up | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In November 2020, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $30,000. Subsequently, in December 2020 the Company effectuated a 5 -for-4 -allotment -converted -allotment -allotment no The transfer of the Founders Shares to the Company’s director nominees is in the scope of FASB ASC Topic 718, “Compensation -Stock -based -classified -based The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Administrative Support Agreement The Company entered into an agreement, commencing on March 4, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $20,000 per month for office space, secretarial, and administrative support services. For the years ended December 31, 2022 and 2021, the Company incurred and paid $240,000 and $200,000 in fees for these services, respectively. There were no Promissory Notes — Related Parties On December 21, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non -interest Related Party Loans 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, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post -Business On December 29, 2021, the Company issued its Second Promissory Note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $1,500,000. The note was issued in connection with advances the Sponsor may make in the future, to the Company for working capital expenses. Upon issuance, $750,000 was drawn down on the note with an additional $200,000 drawn down on March 17, 2022. On April 21, 2022, the Company drew down the remaining $550,000 pursuant to the terms of the Second Promissory Note. Following this draw down, the full $1,500,000 available under the Second Promissory Note was outstanding. There are no -length |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 7. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 -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 is not determinable as of the date of these unaudited condensed consolidated financial statements. 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 unaudited condensed consolidated financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Registration Rights Pursuant to a registration rights agreement entered into on March 4, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy -back Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,062,500 in the aggregate. 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. Merger Agreement As described in greater detail in Note 2, on April 27, 2023, the Company entered into the Merger Agreement. The Merger The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other transactions contemplated by the Merger Agreement): (i) (ii) minus plus divided by -redeeming -redeeming multiplied The Board has (i) approved and declared advisable the Merger Agreement and the Proposed Business Combination and (ii) resolved to recommend approval of the Merger Agreement and related matters by the shareholders of the Company. The consummation of the Proposed Business Combination is subject to certain conditions as further described in the Merger Agreement. Sponsor Support Agreement On April 27, 2023, concurrently with the execution of the Merger Agreement, the Company and iLearningEngines entered into an agreement (the “Sponsor Support Agreement”), pursuant to which, among other things, in connection with the Closing, the Sponsor agreed to (i) vote all its shares of the Company common stock in favor of the Proposed Business Combination, (ii) discharge any Excess Transaction Expenses (as defined in the Merger Agreement) by payment in cash or elect, at the option of Sponsor, to have the Company discharge any Excess Transaction Expenses by payment in cash against a corresponding cancellation of shares of the Company common stock held by Sponsor (or any combination thereof), (iii) loan all amounts contemplated by the proxy statement filed by the Company on or about February 13, 2023, pursuant to which the Company stockholders approved the extension of the deadline by which the Company must complete its Business Combination to July 6, 2023, including any amounts required in connection with any additional extension of such deadline, (iv) contribute the Sponsor Incentive Shares (as defined in the Merger Agreement), (v) waive any adjustment to the conversion ratio set forth in the governing documents of the Company or any other anti -dilution -laws The scheduled maturity date of the forward transaction is one year from the Closing of the Proposed Business Combination (the “Maturity Date”), except that the Maturity Date may be accelerated if the shares trade under $2.00 for 10 out of 30 days or the shares are delisted by Nasdaq. Polar has the right to early terminate the transaction (in whole or in part) before the Maturity Date by delivering notice to the Company. If Polar terminates the Forward Purchase Agreement with respect to some or all of the shares prior to the Maturity Date, Polar will return an amount to the Company equal to the number of terminated shares multiplied by the Redemption Price. the Company can terminate the Forward Purchase Agreement prior to the redemption deadline if the Company pays Polar a $300,000 break -up As of June 30, 2023, the value of the Forward Purchase Agreement was $1,500,000. | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 -19 and these vaccines may be less effective against new mutated strains of the virus. The impact of this coronavirus continues to evolve and is affecting the economies of many nations, individual companies and markets in general and may continue to last for an extended period of time. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 is not determinable as of the date of these financial statements. 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. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Registration Rights Pursuant to a registration rights agreement entered into on March 4, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy -back Underwriting Agreement The underwriter is entitled to a deferred fee of $0.35 per Unit, or $10,062,500 in the aggregate. The deferred fee will become payable to the underwriter 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. |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | ||
STOCKHOLDERS’ DEFICIT | NOTE 8. STOCKHOLDERS’ DEFICIT Preferred Stock — no Class A Common Stock — Class B Common Stock — Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock upon the consummation of a Business Combination, or earlier at the option of the holder, on a one -for-one -linked -converted -linked -linked -for-one | NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock no Class A Common Stock Class B Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock upon the consummation of a Business Combination, or earlier at the option of the holder, on a one -for-one -linked -converted -linked -linked -for-one |
Warrant Liabilities
Warrant Liabilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Warrant Liabilities [Abstract] | ||
WARRANT LIABILITIES | NOTE 9. WARRANT LIABILITIES As of June 30, 2023 and December 31, 2022, there were 14,375,000 Public Warrants outstanding. Only whole warrants are five The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60 th Once the warrants become exercisable, the Company may call the warrants for redemption for cash: • • • • -trading If and when the warrants become redeemable by the Company for cash, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity -linked As of June 30, 2023 and December 31, 2022, there were 8,250,000 Private Placement Warrants outstanding. Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non -redeemable | NOTE 8. WARRANT LIABILITIES As of December 31, 2022 and 2021, there were 14,375,000 Public Warrants outstanding. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Public Warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering and will expire five The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60 th Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A common stock 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, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may call the warrants for redemption for cash: • • • • -trading If and when the warrants become redeemable by the Company for cash, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity -linked As of December 31, 2022 and 2021, there were 8,250,000 Private Placement Warrants outstanding. Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non -redeemable |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 9. INCOME TAXES The Company did not have any significant deferred tax assets or liabilities as of December 31, 2022 and 2021. The Company’s net deferred tax assets are as follows: December 31, December 31, Deferred tax asset Net operating loss carryforward $ — $ 37,304 Startup/Organization Expenses 890,822 608,832 Total deferred tax asset 890,822 646,136 Valuation allowance (890,822 ) (646,136 ) Deferred tax asset, net of allowance $ — $ — The income tax provision consists of the following: Year ended Year ended Federal Current $ 750,410 $ — Deferred (244,686 ) (645,774 ) State Current — — Deferred — — Change in valuation allowance 244,686 645,774 Income tax provision $ 750,410 $ — As of December 31, 2022 and 2021, the Company had $0 and $175,916 of U.S. federal and state net operating loss carryovers available to offset future taxable income, respectively. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2022 and 2021, the change in the valuation allowance was $244,686 and $645,774, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: December 31, December 31, Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 0.00 % 0.00 % Change in fair value of warrant liabilities (17.50 )% (37.60 )% Transaction costs allocable to warrant liabilities 0.00 % 3.30 % Change in valuation allowance 1.70 % 13.30 % Income tax provision 5.20 % 0.00 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements [Abstract] | ||
Fair Value Measurements | NOTE 10. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. At June 30, 2023, assets held in the Trust Account were comprised of $45,351,623 in cash. At December 31, 2022, assets held in the Trust Account were comprised of $279,107,161 in U.S. Treasury Bills and U.S. Treasury Notes and $11,338,047 in money market funds which are invested primarily in U.S. Treasury Securities and $292,710 in cash. During the period ended June 30, 2023, the Company withdrew an amount of $1,381,050 in interest income from the Trust Account to pay franchise and income taxes and $247,259,068 in connection with redemptions. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level June 30, December 31, 2022 Assets: Investments held in Trust Account 1 $ — $ 290,737,917 Liabilities: Warrant Liabilities – Public Warrants 1 $ 3,593,750 $ 70,000 Warrant Liabilities – Private Placement Warrants 3 $ 2,062,500 $ 40,000 Forward Purchase Agreement 3 $ 1,500,000 $ — The Warrants are accounted for as liabilities in accordance with ASC 815 -40 The Private Placement Warrants are valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the initial public offering date was derived from observable public warrant pricing on comparable ‘blank -check value of the Public Warrants as of each relevant date. The measurement of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. The Forward Purchase Agreement is measured at 2,500,000 shares at a price of $0.60 per share. This is considered to be a Level 3 fair value measurement as the price is based on a contractual amount which is not based on an observable input that reflects quoted prices. The key inputs into the Modified Black Scholes model for the Level 3 Warrants were as follows: Input June 30, December 31, 2022 Market price of public shares $ 10.43 $ 10.04 Risk-free rate 4.08 % 3.94 % Dividend yield 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 Volatility 0.0 % 0.0 % Term to expiration (years) 0.13 0.42 The following tables present the changes in the fair value of Level 3 warrant liabilities: Private Placement Warrants Fair value as of January 1, 2023 $ 40,000 Change in fair value 950,000 Fair value as of March 31, 2023 990,000 Change in fair value 1,072,500 Fair value as of June 30, 2023 $ 2,062,500 Private Placement Warrants Fair value as of January 1, 2022 $ 4,372,500 Change in fair value (2,310,000 ) Fair value as of March 31, 2022 2,062,500 Change in fair value (1,642,500 ) Fair value as of June 30, 2022 $ 420,000 Transfers to/from Levels no | NOTE 10. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: • • • At December 31, 2022, assets held in the Trust Account were comprised of $279,107,161 in U.S. Treasury Bills and U.S. Treasury Notes and $11,338,047 in money market funds which are invested primarily in U.S. Treasury Securities and $292,710 in cash. At December 31, 2021, assets held in the Trust Account were comprised of $287,523,555 in money market funds which are invested primarily in U.S. Treasury Securities and $79 in cash. During the year ended December 31, 2022, the Company withdrew an amount of $731,214 in interest income from the Trust Account to pay franchise and income taxes. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level December 31, December 31, Assets: Investments held in Trust Account 1 $ 290,737,917 $ 287,523,555 Liabilities: Warrant Liabilities – Public Warrants 1 $ 70,000 $ 7,618,750 Warrant Liabilities – Private Placement Warrants 3 $ 40,000 $ 4,372,500 The Warrants are accounted for as liabilities in accordance with ASC 815 -40 The Private Placement Warrants are valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the initial public offering date was derived from observable public warrant pricing on comparable ‘blank -check The key inputs into the Modified Black Scholes model for the Level 3 Warrants were as follows: Input December 31, 2022 December 31, 2021 Market price of public shares $ 10.04 $ 9.70 Risk-free rate 3.94 % 1.30 % Dividend yield 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 Volatility 0.0 % 9.50 % Term to expiration (years) 0.42 5.0 The following tables present the changes in the fair value of Level 3 warrant liabilities: Private Fair value as of January 1, 2022 $ 4,372,500 Change in fair value (4,332,500 ) Fair value as of December 31, 2022 $ 40,000 Private Public Warrant Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on March 4, 2021 7,590,000 13,081,250 20,671,250 Change in fair value (3,217,500 ) (1,581,250 ) (4,798,750 ) Transfers to Level 1 — (11,500,000 ) (11,500,000 ) Fair value as of December 31, 2021 $ 4,372,500 $ — $ 4,372,500 Transfers to/from Levels |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the unaudited condensed consolidated balance sheet date up to the date that the unaudited condensed consolidated financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events, other than below, that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. The Board of directors of the Company, approved a draw of an aggregate of $160,000 (the “First Extension Funds”) pursuant to the Promissory Note, dated as of March 6, 2023 (the “Extension Note”), between the Company and Arrowroot Acquisition LLC (the “Lender”), which First Extension Funds were deposited into the Company’s Trust Account on July 6, 2023. This deposit enabled the Company to extend the date by which it must complete its initial business combination from July 6, 2023 to August 6, 2023 (the “First Extension”). The First Extension was the first of seven one -month The Board approved a draw of an aggregate of $160,000 (the “Second Extension Funds”) pursuant to the Extension Note, which Second Extension Funds were deposited into the Company’s Trust Account on August 4, 2023. This deposit enables the Company to extend the date by which it must complete its initial business combination from August 6, 2023 to September 6, 2023 (the “Second Extension”). The Second Extension is the second of seven one -month The Extension Note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate an initial business combination, the Extension Note will be repaid only from funds remaining outside of the Company’s trust account, if any, or will be forfeited, eliminated, or otherwise forgiven. Up to $1,760,000 of the total principal amount of the Extension Note may be converted, in whole or in part, at the option of the Lender into warrants of the Company at a price of $1.00 per warrant, which warrants will be identical to the private placement warrants issued to the Lender at the time of the initial public offering of the Company. | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 28, 2023, the Company held a special meeting of stockholders (the “Extension Meeting”) to vote to extend the date (“Termination Date”) by which it must either (a) consummate and initial business combination, or (b) (i) cease all operations except for the purpose of winding up if the Company fails to complete such initial business combination and (ii) redeem all of the shares of the Company’s common stock, included as part of the initial public offering units, from March 4, 2023 (the “Original Termination Date”) to July 6, 2023 (the “Charter Extension Date”) and to allow the Company, without another stockholder vote, to elect to extend the Termination Date to consummate an initial business combination on a monthly basis for up to seven times by an additional one month each time after the Charter Extension Date, by resolution of the Company’s board of directors if requested by the sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until February 4, 2024 (each, an “Additional Charter Extension Date”) or a total of up to eleven months after the Original Termination Date, unless the closing of an initial business combination shall have occurred prior thereto (the “Extension,” such extension deadline, the “Extension Date,” and such proposal, the “Extension Proposal”). The Extension proposal was approved by the stockholders. On February 23, 2023 and on March 6, 2023, the Company issued an unsecured promissory note in the principal amount of up to $500,000 and $1,760,000, respectively (together the “Notes”) to the Sponsor. The Notes do not bear interest and mature upon closing of the Company’s Business Combination. In the event that Arrowroot does not consummate a Business Combination, the Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 6 Months Ended |
Jun. 30, 2023 | |
Restatement of Previously Issued Financial Statements [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s condensed consolidated financial statements as of and for the period ended June 30, 2023, management identified a presentation error made in its March 31, 2023 condensed consolidated financial statements. The Company determined that the value of the convertible promissory notes were incorrectly adjusted to fair value instead of being booked at par. As a result, there should be a reversal of the change in value of the convertible notes as previously disclosed. The Company has determined that the convertible notes require bifurcation under ASC 815 -15-25-7 In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements”; the Company evaluated the changes and has determined that the related impact was material to previously presented financial statements. The impact of the restatement on the Company’s unaudited condensed consolidated financial statements is reflected in the following table: As Previously Adjustment As Restated Condensed Consolidated Balance Sheet for the three months ended March 31, 2023 (unaudited) Convertible Promissory Note – Related Party $ 257,014 $ 1,882,986 $ 2,140,000 Additional paid in capital $ 563,136 $ (563,136 ) $ — Accumulated deficit $ (15,207,806 ) $ (1,319,850 ) $ (16,527,656 ) Total Liabilities $ 15,881,107 $ 1,882,986 $ 17,764,093 Total Stockholders’ Equity (deficit) $ (14,643,951 ) $ (1,882,986 ) $ (16,526,937 ) Condensed Consolidated Statement of Operations for the three months ended March 31, 2023 (unaudited) Change in fair value of convertible promissory notes $ 1,319,850 $ (1,319,850 ) — Total other income (expense) $ 909,732 $ (1,319,850 ) $ (410,118 ) Income before provision for income taxes $ 81,106 $ (1,319,850 ) $ (1,238,744 ) Net Income (loss) $ (374,842 ) $ (1,319,850 ) $ (1,694,692 ) EPS: Weighted avg shares outstanding, Class A common stock 21,188,697 — 21,188,697 Basic and diluted net loss per share, Class A common stock $ (0.01 ) (0.05 ) (0.06 ) Weighted avg shares outstanding, Class B common stock 7,187,500 — 7,187,500 Basic and diluted net loss per share, Class B common stock $ (0.01 ) (0.05 ) (0.06 ) Condensed Consolidated Statement of Equity for the three months ended March 31, 2023 (unaudited) Proceeds received in excess of initial fair value of Convertible Promissory Note $ 563,136 $ (563,136 ) $ — Net Income (loss) $ (374,842 ) $ (1,319,850 ) $ (1,694,692 ) Accretion for Class A common stock to redemption amount-APIC $ (2,355,234 ) $ — $ (2,355,234 ) Accumulated Deficit $ (15,207,806 ) $ (1,319,850 ) $ (16,527,656 ) Total Stockholders Equity (deficit) $ (14,643,951 ) $ (1,882,986 ) $ (16,526,937 ) Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2023 (unaudited) Net (loss) income $ (374,842 ) $ (1,319,850 ) $ (1,694,692 ) Change in fair value of convertible promissory note $ (1,319,850 ) $ 1,319,850 $ — Non Cash: Proceeds received in excess of initial fair value of Convertible Promissory Note – Shares at initial borrowing $ 563,136 $ (563,136 ) $ — |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10 -Q -X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with 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 periods. 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. One of the more significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of the 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 periods. 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term | Cash and Cash Equivalents The Company considers all short -term |
Cash and Marketable Securities held in Trust Account | Cash and Marketable Securities held in Trust Account Prior to the Special Meeting, the Company’s portfolio of investments held in Trust Account was comprised solely 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, or a combination thereof. The Company’s investments held in the Trust Account were classified as trading securities. Trading securities are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest income earned from investments held in Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. In connection with the Special Meeting, the Company liquidated its portfolio of investments held in the Trust Account and converted it into cash held in the Trust Account. | Marketable Securities Held in Trust Account The Company’s portfolio of investments held in Trust Account is comprised solely 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, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities 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 investments are included in interest 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. |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the condensed consolidated balance sheet date that are directly related to the Initial Public Offering. Offering costs associated with warrant liabilities were expensed as incurred in the unaudited condensed consolidated statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. Offering costs amounted to $16,392,714, of which $760,022 was allocated to the warrant liabilities and charged to the unaudited condensed consolidated statements of operations. | Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs associated with warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. Offering costs amounted to $16,392,714, of which $760,022 was allocated to the warrant liabilities and charged to the statements of operations. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At June 30, 2023 and December 31, 2022, the Class A common stock subject to redemption reflected in the condensed consolidated balance sheets is reconciled in the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (13,081,250 ) Class A common stock issuance costs (15,632,692 ) Plus: Remeasurement of carrying value to redemption value 31,531,449 Class A common stock subject to possible redemption at December 31, 2022 290,317,507 Less: Redemption (247,259,068 ) Plus: Remeasurement of carrying value to redemption value 2,355,234 Class A common stock subject to possible redemption at March 31, 2023 45,413,673 Less: Remeasurement of carrying value to redemption value (121,070 ) Class A common stock subject to possible redemption at June 30, 2023 $ 45,292,603 | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2022 and 2021, the Class A common stock subject to redemption reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (13,081,250 ) Class A common stock issuance costs (15,632,692 ) Plus: Accretion of carrying value to redemption value 28,713,942 Class A common stock subject to possible redemption at December 31, 2021 $ 287,500,000 Plus: Accretion of carrying value to redemption value 2,817,507 Class A common stock subject to possible redemption at December 31, 2022 $ 290,317,507 |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -cash -allotment -half | Warrant Liabilities The Company accounts for warrants as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -cash -allotment and one -half |
Second Promissory Note | Second Promissory Note The Company accounts for its Second Promissory Note under ASC 815, “Derivatives and Hedging” (“ASC 815”). Under 815 -15-25 -cash | |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. ASC 740 -270-25-2 -270-30-5 ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement’s carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net (Loss) Income per Common Share | Net (Loss) Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of common stock. Net income per common stock is computed by dividing net (loss) income by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from (loss) income per common share as the redemption value approximates fair value. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 22,625,000 shares of Class A common stock in the calculation of diluted (loss) income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti -dilutive The following table reflects the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): For the Three Months Ended For the Six Months Ended 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net (loss) income per common stock Numerator: Allocation of net (loss) income, as adjusted $ (2,055,713 ) $ (3,323,451 ) $ 3,590,951 $ 897,738 $ (4,526,404 ) $ (2,547,452 ) $ 8,328,395 $ 2,082,091 Denominator: Basic and diluted weighted average shares outstanding 4,445,813 7,187,500 28,750,000 7,187,500 12,771,004 7,187,500 28,750,000 7,187,500 Basic and diluted net (loss) income per common stock $ (0.46 ) $ (0.46 ) $ 0.12 $ 0.12 $ (0.35 ) $ (0.35 ) $ 0.29 $ 0.29 | Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of common stock. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 22,625,000 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti -dilutive The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended Year Ended Class A Class B Class A Class B Basic net income per common stock Numerator: Allocation of net income, as adjusted $ 10,817,039 $ 2,704,260 $ 3,723,509 $ 1,101,850 Denominator: Basic weighted average shares outstanding 28,750,000 7,187,500 23,866,438 7,025,685 Basic net income per common share $ 0.38 $ 0.38 $ 0.16 $ 0.16 Year Ended Year Ended Class A Class B Class A Class B Diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 10,817,039 $ 2,704,260 $ 3,723,509 $ 1,121,354 Denominator: Diluted weighted average shares outstanding 28,750,000 7,187,500 23,866,438 7,187,500 Diluted net income per common share $ 0.38 $ 0.38 $ 0.16 $ 0.16 |
Concentration of Credit Risk | Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. | Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying unaudited condensed consolidated balance sheets, primarily 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 ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short -term |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 -06 -06 -converted -06 -06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 -06 -06 -converted -06 -06 Management does not believe that any recently issued, but not yet effective, accounting standards, 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 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Schedule of Class A Common Stock Subject to Redemption | At June 30, 2023 and December 31, 2022, the Class A common stock subject to redemption reflected in the condensed consolidated balance sheets is reconciled in the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (13,081,250 ) Class A common stock issuance costs (15,632,692 ) Plus: Remeasurement of carrying value to redemption value 31,531,449 Class A common stock subject to possible redemption at December 31, 2022 290,317,507 Less: Redemption (247,259,068 ) Plus: Remeasurement of carrying value to redemption value 2,355,234 Class A common stock subject to possible redemption at March 31, 2023 45,413,673 Less: Remeasurement of carrying value to redemption value (121,070 ) Class A common stock subject to possible redemption at June 30, 2023 $ 45,292,603 | Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (13,081,250 ) Class A common stock issuance costs (15,632,692 ) Plus: Accretion of carrying value to redemption value 28,713,942 Class A common stock subject to possible redemption at December 31, 2021 $ 287,500,000 Plus: Accretion of carrying value to redemption value 2,817,507 Class A common stock subject to possible redemption at December 31, 2022 $ 290,317,507 |
Schedule of Calculation of Basic and Diluted Net (Loss) Income Per Common Share | The following table reflects the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): For the Three Months Ended For the Six Months Ended 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net (loss) income per common stock Numerator: Allocation of net (loss) income, as adjusted $ (2,055,713 ) $ (3,323,451 ) $ 3,590,951 $ 897,738 $ (4,526,404 ) $ (2,547,452 ) $ 8,328,395 $ 2,082,091 Denominator: Basic and diluted weighted average shares outstanding 4,445,813 7,187,500 28,750,000 7,187,500 12,771,004 7,187,500 28,750,000 7,187,500 Basic and diluted net (loss) income per common stock $ (0.46 ) $ (0.46 ) $ 0.12 $ 0.12 $ (0.35 ) $ (0.35 ) $ 0.29 $ 0.29 | Year Ended Year Ended Class A Class B Class A Class B Basic net income per common stock Numerator: Allocation of net income, as adjusted $ 10,817,039 $ 2,704,260 $ 3,723,509 $ 1,101,850 Denominator: Basic weighted average shares outstanding 28,750,000 7,187,500 23,866,438 7,025,685 Basic net income per common share $ 0.38 $ 0.38 $ 0.16 $ 0.16 Year Ended Year Ended Class A Class B Class A Class B Diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 10,817,039 $ 2,704,260 $ 3,723,509 $ 1,121,354 Denominator: Diluted weighted average shares outstanding 28,750,000 7,187,500 23,866,438 7,187,500 Diluted net income per common share $ 0.38 $ 0.38 $ 0.16 $ 0.16 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Schedule of net deferred tax assets | December 31, December 31, Deferred tax asset Net operating loss carryforward $ — $ 37,304 Startup/Organization Expenses 890,822 608,832 Total deferred tax asset 890,822 646,136 Valuation allowance (890,822 ) (646,136 ) Deferred tax asset, net of allowance $ — $ — |
Schedule of income tax provision | Year ended Year ended Federal Current $ 750,410 $ — Deferred (244,686 ) (645,774 ) State Current — — Deferred — — Change in valuation allowance 244,686 645,774 Income tax provision $ 750,410 $ — |
Schedule of reconciliation of the federal income tax rate | December 31, December 31, Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 0.00 % 0.00 % Change in fair value of warrant liabilities (17.50 )% (37.60 )% Transaction costs allocable to warrant liabilities 0.00 % 3.30 % Change in valuation allowance 1.70 % 13.30 % Income tax provision 5.20 % 0.00 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements [Abstract] | ||
Schedule of Company’s assets and liabilities that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis Description Level June 30, December 31, 2022 Assets: Investments held in Trust Account 1 $ — $ 290,737,917 Liabilities: Warrant Liabilities – Public Warrants 1 $ 3,593,750 $ 70,000 Warrant Liabilities – Private Placement Warrants 3 $ 2,062,500 $ 40,000 Forward Purchase Agreement 3 $ 1,500,000 $ — | Description Level December 31, December 31, Assets: Investments held in Trust Account 1 $ 290,737,917 $ 287,523,555 Liabilities: Warrant Liabilities – Public Warrants 1 $ 70,000 $ 7,618,750 Warrant Liabilities – Private Placement Warrants 3 $ 40,000 $ 4,372,500 |
Schedule of black scholes model for the level 3 warrants | The key inputs into the Modified Black Scholes model for the Level 3 Warrants were as follows: Input June 30, December 31, 2022 Market price of public shares $ 10.43 $ 10.04 Risk-free rate 4.08 % 3.94 % Dividend yield 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 Volatility 0.0 % 0.0 % Term to expiration (years) 0.13 0.42 | Input December 31, 2022 December 31, 2021 Market price of public shares $ 10.04 $ 9.70 Risk-free rate 3.94 % 1.30 % Dividend yield 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 Volatility 0.0 % 9.50 % Term to expiration (years) 0.42 5.0 |
Schedule of changes in the fair value of Level 3 warrant liabilities | The following tables present the changes in the fair value of Level 3 warrant liabilities: Private Placement Warrants Fair value as of January 1, 2023 $ 40,000 Change in fair value 950,000 Fair value as of March 31, 2023 990,000 Change in fair value 1,072,500 Fair value as of June 30, 2023 $ 2,062,500 Private Placement Warrants Fair value as of January 1, 2022 $ 4,372,500 Change in fair value (2,310,000 ) Fair value as of March 31, 2022 2,062,500 Change in fair value (1,642,500 ) Fair value as of June 30, 2022 $ 420,000 | Private Fair value as of January 1, 2022 $ 4,372,500 Change in fair value (4,332,500 ) Fair value as of December 31, 2022 $ 40,000 Private Public Warrant Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on March 4, 2021 7,590,000 13,081,250 20,671,250 Change in fair value (3,217,500 ) (1,581,250 ) (4,798,750 ) Transfers to Level 1 — (11,500,000 ) (11,500,000 ) Fair value as of December 31, 2021 $ 4,372,500 $ — $ 4,372,500 |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Restatement of Previously Issued Financial Statements [Abstract] | |
Schedule of Unaudited Condensed Consolidated Financial Statements | The impact of the restatement on the Company’s unaudited condensed consolidated financial statements is reflected in the following table: As Previously Adjustment As Restated Condensed Consolidated Balance Sheet for the three months ended March 31, 2023 (unaudited) Convertible Promissory Note – Related Party $ 257,014 $ 1,882,986 $ 2,140,000 Additional paid in capital $ 563,136 $ (563,136 ) $ — Accumulated deficit $ (15,207,806 ) $ (1,319,850 ) $ (16,527,656 ) Total Liabilities $ 15,881,107 $ 1,882,986 $ 17,764,093 Total Stockholders’ Equity (deficit) $ (14,643,951 ) $ (1,882,986 ) $ (16,526,937 ) Condensed Consolidated Statement of Operations for the three months ended March 31, 2023 (unaudited) Change in fair value of convertible promissory notes $ 1,319,850 $ (1,319,850 ) — Total other income (expense) $ 909,732 $ (1,319,850 ) $ (410,118 ) Income before provision for income taxes $ 81,106 $ (1,319,850 ) $ (1,238,744 ) Net Income (loss) $ (374,842 ) $ (1,319,850 ) $ (1,694,692 ) EPS: Weighted avg shares outstanding, Class A common stock 21,188,697 — 21,188,697 Basic and diluted net loss per share, Class A common stock $ (0.01 ) (0.05 ) (0.06 ) Weighted avg shares outstanding, Class B common stock 7,187,500 — 7,187,500 Basic and diluted net loss per share, Class B common stock $ (0.01 ) (0.05 ) (0.06 ) Condensed Consolidated Statement of Equity for the three months ended March 31, 2023 (unaudited) Proceeds received in excess of initial fair value of Convertible Promissory Note $ 563,136 $ (563,136 ) $ — Net Income (loss) $ (374,842 ) $ (1,319,850 ) $ (1,694,692 ) Accretion for Class A common stock to redemption amount-APIC $ (2,355,234 ) $ — $ (2,355,234 ) Accumulated Deficit $ (15,207,806 ) $ (1,319,850 ) $ (16,527,656 ) Total Stockholders Equity (deficit) $ (14,643,951 ) $ (1,882,986 ) $ (16,526,937 ) Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2023 (unaudited) Net (loss) income $ (374,842 ) $ (1,319,850 ) $ (1,694,692 ) Change in fair value of convertible promissory note $ (1,319,850 ) $ 1,319,850 $ — Non Cash: Proceeds received in excess of initial fair value of Convertible Promissory Note – Shares at initial borrowing $ 563,136 $ (563,136 ) $ — |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2022 | Apr. 21, 2022 | Mar. 17, 2022 | Dec. 29, 2021 | Mar. 04, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 13, 2023 | Apr. 26, 2023 | Feb. 23, 2023 | |
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||
Share price (in Dollars per share) | $ 10.77 | |||||||||||
Gross proceeds | $ 281,750,000 | |||||||||||
Warrants issued (in Shares) | 22,625,000 | |||||||||||
Price of per warrants (in Dollars per share) | $ 10 | $ 10 | ||||||||||
Gross proceeds | 8,250,000 | |||||||||||
Transaction costs | $ 16,392,714 | $ 16,392,714 | $ 16,392,714 | 16,392,714 | ||||||||
Underwriting fees | 5,750,000 | 5,750,000 | ||||||||||
Deferred underwriting fees | 10,062,500 | 10,062,500 | ||||||||||
Other offering costs | 580,214 | 580,214 | ||||||||||
Closing amount | $ 287,500,000 | $ 640,000 | 287,500,000 | |||||||||
Price of per units (in Dollars per share) | $ 10 | $ 10 | $ 10 | |||||||||
Percentage of outstanding voting | 50% | |||||||||||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | |||||||||
Percentage of public shares | 15% | 15% | ||||||||||
Percentage of redeemed public shares | 100% | 100% | ||||||||||
Dissolution expenses | $ 100,000 | |||||||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | |||||||||
Aggregate principal amount | $ 700,000 | |||||||||||
Amount drawn | $ 200,000 | $ 1,200,000 | 149,992 | |||||||||
Cash | $ 145,980 | 299,342 | 145,980 | 262,671 | ||||||||
Cash held in Trust Account | 290,737,917 | 45,351,623 | 290,737,917 | 287,523,634 | ||||||||
Working capital deficit | 2,687,921 | 6,066,281 | 2,687,921 | |||||||||
Represented interest income | 3,945,497 | 253,493 | 3,945,497 | |||||||||
Withdraw interest income | $ 1,381,050 | 123,251 | $ 731,214 | |||||||||
Common stock exercised (in Shares) | 24,304,187 | |||||||||||
Common stock, redemption price (in Dollars per share) | $ 10.17 | |||||||||||
Cash withdrawn from trust account | $ 247,259,068 | |||||||||||
Price of per public shares (in Dollars per share) | $ 10 | |||||||||||
Outstanding amount | $ 1,500,000 | |||||||||||
Bears interest | 15% | |||||||||||
Cash withdrawn from Trust Account | $ 247,259,068 | |||||||||||
Minimum [Member] | ||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||
Percentage of net assets | 80% | 80% | ||||||||||
Percentage of outstanding voting | 50% | |||||||||||
Maximum [Member] | ||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||
Dissolution expenses | $ 100,000 | $ 100,000 | ||||||||||
IPO [Member] | ||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||
Gross proceeds | $ 287,500,000 | 287,500,000 | ||||||||||
IPO [Member] | Public Shares [Member] | ||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||
Units issued (in Shares) | 28,750,000 | 28,750,000 | ||||||||||
Share price (in Dollars per share) | $ 10 | |||||||||||
Warrants issued (in Shares) | 22,625,000 | |||||||||||
Over-Allotment Option [Member] | ||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||
Price of per warrants (in Dollars per share) | $ 10 | |||||||||||
Over-Allotment Option [Member] | Public Shares [Member] | ||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||
Units issued (in Shares) | 3,750,000 | 3,750,000 | ||||||||||
Share price (in Dollars per share) | $ 10 | |||||||||||
Price of per warrants (in Dollars per share) | $ 10 | $ 10 | ||||||||||
Private Placement Warrants [Member] | ||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||
Price of per warrants (in Dollars per share) | $ 1 | |||||||||||
Gross proceeds | $ 8,250,000 | $ 8,250,000 | ||||||||||
Private Placement Warrants [Member] | Private Placement Warrants [Member] | ||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||
Warrants issued (in Shares) | 8,250,000 | 8,250,000 | 8,250,000 | |||||||||
Price of per warrants (in Dollars per share) | $ 1 | $ 1 | $ 1 | $ 1 | ||||||||
Merger Agreement [Member] | ||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||
Share price (in Dollars per share) | $ 10 | |||||||||||
Net tangible assets | $ 5,000,001 | |||||||||||
Price per share (in Dollars per share) | $ 10 | |||||||||||
Conversion price (in Dollars per share) | $ 10 | |||||||||||
Base purchase price | $ 1,285,000,000 | |||||||||||
Shares issued, percentage | 82.03125% | |||||||||||
Transaction expenses | $ 100,000,000 | |||||||||||
Principal amount | 1,760,000 | |||||||||||
Transaction expenses | 30,000,000 | |||||||||||
Convertible Promissory Note [Member] | ||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||
Amount outstanding | $ 1,500,000 | $ 1,500,000 | ||||||||||
Conversion price (in Dollars per share) | $ 1 | $ 1 | ||||||||||
Convertible Promissory Note [Member] | Investor [Member] | ||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||
Aggregate principal amount | $ 1,500,000 | |||||||||||
Amount drawn | $ 550,000 | 200,000 | 750,000 | |||||||||
Amount outstanding | $ 1,500,000 | $ 1,500,000 | $ 750,000 | |||||||||
First Promissory Note [Member] | ||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||
Amount drawn | $ 550,000 | $ 750,000 | ||||||||||
Outstanding amount | 1,500,000 | |||||||||||
Principal amount | 1 | |||||||||||
First Promissory Note [Member] | Investor [Member] | ||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||
Aggregate principal amount | $ 1,500,000 | |||||||||||
Outstanding amount | $ 1,500,000 | |||||||||||
Second Promissory Note [Member] | Investor [Member] | ||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||
Aggregate principal amount | $ 500,000 | |||||||||||
Amount drawn | 640,000 | |||||||||||
Outstanding amount | 500,000 | |||||||||||
Third Promissory Note [Member] | ||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||
Promissory note | 640,000 | |||||||||||
Third Promissory Note [Member] | Investor [Member] | ||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||
Amount drawn | 640,000 | |||||||||||
Amount to be funded | $ 160,000 | |||||||||||
Per public shares (in Dollars per share) | $ 0.04 | |||||||||||
Aggregate deposit | $ 1,120,000 | |||||||||||
Aggregate deposit per share (in Dollars per share) | $ 0.28 | |||||||||||
Fourth Promissory Note [Member] | ||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||
Aggregate principal amount | $ 2,000,000 | |||||||||||
Amount to be funded | $ 700,000 | |||||||||||
Promissory Notes [Member] | ||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||||
Price per share (in Dollars per share) | $ 10 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Mar. 04, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Offering Costs (in Dollars) | $ 16,392,714 | $ 16,392,714 | $ 16,392,714 | $ 16,392,714 | |||
Transaction costs allocable to warrant liabilities (in Dollars) | $ 760,022 | $ 760,022 | |||||
Price per unit (in Dollars per share) | $ 10 | ||||||
Warrants issued (in Shares) | 22,625,000 | ||||||
Maturity days | 185 days | 185 days | |||||
Effective income tax rate | 0.48% | 0.21% | 6.37% | 0.21% | 5.20% | 0% | |
Statutory federal income tax rate | 21% | 21% | 21% | 21% | 21% | 21% | |
Federally insured (in Dollars) | $ 250,000 | ||||||
Initial Public Offering [Member] | |||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Sale of unit (in Shares) | 28,750,000 | 28,750,000 | |||||
Over-Allotment Option [Member] | |||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Price per unit (in Dollars per share) | $ 10 | $ 10 | |||||
Sale of unit (in Shares) | 3,750,000 | 3,750,000 | |||||
Public Shares [Member] | Initial Public Offering [Member] | |||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Units issued (in Shares) | 28,750,000 | 28,750,000 | |||||
Warrants issued (in Shares) | 22,625,000 | ||||||
Public Shares [Member] | Over-Allotment Option [Member] | |||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Units issued (in Shares) | 3,750,000 | 3,750,000 | |||||
Price per unit (in Dollars per share) | $ 10 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Class A Common Stock Subject to Redemption - IPO [Member] - USD ($) | 12 Months Ended | ||
Mar. 04, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | |||
Gross proceeds | $ 287,500,000 | $ 287,500,000 | |
Plus: | |||
Accretion of carrying value to redemption value | $ 2,817,507 | 28,713,942 | |
Class A common stock subject to possible redemption | $ 290,317,507 | 287,500,000 | |
Class A Common Stock [Member] | |||
Less: | |||
Class A common stock issuance costs | (15,632,692) | ||
Warrant [Member] | |||
Less: | |||
Proceeds allocated to Public Warrants | $ (13,081,250) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Calculation of Basic and Diluted Net (Loss) Income Per Common Share - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class A Common Stock [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Calculation of Basic and Diluted Net (Loss) Income Per Common Share [Line Items] | ||||||
Allocation of net income, as adjusted | $ 10,817,039 | $ 3,723,509 | ||||
Diluted weighted average shares outstanding | 4,445,813 | 28,750,000 | 12,771,004 | 28,750,000 | ||
Diluted net income per common share | $ (0.46) | $ 0.12 | $ (0.35) | $ 0.29 | $ 0.38 | $ 0.16 |
Basic weighted average shares outstanding | 4,445,813 | 28,750,000 | 12,771,004 | 28,750,000 | 28,750,000 | 23,866,438 |
Basic net income per common share | $ (0.46) | $ 0.12 | $ (0.35) | $ 0.29 | $ 0.38 | $ 0.16 |
Class B Common Stock [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Calculation of Basic and Diluted Net (Loss) Income Per Common Share [Line Items] | ||||||
Allocation of net income, as adjusted | $ 2,704,260 | $ 1,101,850 | ||||
Diluted weighted average shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 |
Diluted net income per common share | $ (0.46) | $ 0.12 | $ (0.35) | $ 0.29 | $ 0.38 | $ 0.16 |
Basic weighted average shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,025,685 |
Basic net income per common share | $ (0.46) | $ 0.12 | $ (0.35) | $ 0.29 | $ 0.38 | $ 0.16 |
Allocation of net income, as adjusted [Member] | Class A Common Stock [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Calculation of Basic and Diluted Net (Loss) Income Per Common Share [Line Items] | ||||||
Allocation of net income, as adjusted | $ 10,817,039 | $ 3,723,509 | ||||
Allocation of net income, as adjusted [Member] | Class B Common Stock [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Calculation of Basic and Diluted Net (Loss) Income Per Common Share [Line Items] | ||||||
Allocation of net income, as adjusted | $ 2,704,260 | $ 1,121,354 | ||||
Diluted weighted average shares outstanding [Member] | Class A Common Stock [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Calculation of Basic and Diluted Net (Loss) Income Per Common Share [Line Items] | ||||||
Diluted weighted average shares outstanding | 28,750,000 | 23,866,438 | ||||
Diluted weighted average shares outstanding [Member] | Class B Common Stock [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Calculation of Basic and Diluted Net (Loss) Income Per Common Share [Line Items] | ||||||
Diluted weighted average shares outstanding | 7,187,500 | 7,187,500 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 12 Months Ended | ||
Mar. 04, 2021 | Dec. 31, 2022 | Jun. 30, 2023 | |
Initial Public Offering [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Sale of unit | 28,750,000 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Price per share | $ 10 | ||
Sale of unit | 3,750,000 | ||
Class A Common Stock [Member] | Initial Public Offering [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Stock price | $ 11.5 | ||
Public Shares [Member] | Initial Public Offering [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Sale of units | 28,750,000 | 28,750,000 | |
Public Shares [Member] | Over-Allotment Option [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Sale of units | 3,750,000 | 3,750,000 | |
Price per share | $ 10 | ||
Warrant [Member] | Initial Public Offering [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Stock price | $ 11.5 |
Private Placement (Details)
Private Placement (Details) - Private Placement Warrants [Member] - Private Placement [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Mar. 04, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | |
Private Placement (Details) [Line Items] | |||
Aggregate shares (in Shares) | 8,250,000 | 8,250,000 | 8,250,000 |
Price per share | $ 1 | $ 1 | $ 1 |
Aggregate amount (in Dollars) | $ 8,250,000 | $ 8,250,000 | |
Exercise price per share | $ 11.5 | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||
Apr. 26, 2023 | Dec. 31, 2022 | Apr. 21, 2022 | Mar. 17, 2022 | Dec. 29, 2021 | Mar. 04, 2021 | Dec. 31, 2020 | Jan. 31, 2021 | Nov. 30, 2020 | Nov. 30, 2020 | Dec. 30, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 13, 2023 | Feb. 23, 2023 | Dec. 21, 2020 | |
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Aggregate price | $ 15,632,692 | |||||||||||||||||||
Exceeds price per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | $ 10 | ||||||||||||||||
Aggregate principal amount | $ 700,000 | |||||||||||||||||||
Repaid amount | $ 149,992 | |||||||||||||||||||
Drawn amount | $ 200,000 | $ 1,200,000 | $ 149,992 | |||||||||||||||||
Incurred paid | $ 120,000 | $ 120,000 | ||||||||||||||||||
Agreed to purchase (in Shares) | 2,500,000 | |||||||||||||||||||
Price per share (in Dollars per share) | $ 10.77 | |||||||||||||||||||
Initial price (in Dollars per share) | 10.17 | |||||||||||||||||||
Redemption price per share (in Dollars per share) | $ 0.6 | $ 0.6 | ||||||||||||||||||
Shares trade (in Dollars per share) | $ 2 | |||||||||||||||||||
Forward purchase break-up free | $ 300,000 | $ 300,000 | ||||||||||||||||||
Forward Purchase Agreement [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Purchase of shares (in Shares) | 2,500,000 | |||||||||||||||||||
Class B Common Stock [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Aggregate shares outstanding (in Shares) | 7,187,500 | 7,187,500 | ||||||||||||||||||
Aggregate shares issued (in Shares) | 7,187,500 | 5 | 7,187,500 | 7,187,500 | ||||||||||||||||
Director 3 [Member] | Class B Common Stock [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Purchase of shares (in Shares) | 40,000 | |||||||||||||||||||
Director 2 [Member] | Class B Common Stock [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Purchase of shares (in Shares) | 40,000 | |||||||||||||||||||
Director 1 [Member] | Class B Common Stock [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Purchase of shares (in Shares) | 40,000 | |||||||||||||||||||
Merger Agreement [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Exceeds price per share (in Dollars per share) | $ 10 | $ 10 | ||||||||||||||||||
Price per warrant (in Dollars per share) | 10 | $ 10 | ||||||||||||||||||
Transaction expense | $ 30,000,000 | |||||||||||||||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | ||||||||||||||||||
Administrative Support Agreement [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Outstanding amount | ||||||||||||||||||||
Outstanding service fees | ||||||||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Price per warrant (in Dollars per share) | $ 1 | $ 1 | ||||||||||||||||||
Working Capital Loans [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Working capital loan amount | 1,500,000 | |||||||||||||||||||
IPO Promissory Note [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Repaid amount | $ 149,992 | |||||||||||||||||||
Third Promissory Note [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Payment amount | 640,000 | |||||||||||||||||||
Fourth Promissory Note [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Aggregate principal amount | 2,000,000 | |||||||||||||||||||
Fund amount | 700,000 | |||||||||||||||||||
Principal amount | $ 2,000,000 | |||||||||||||||||||
Percentage of interest | 15% | |||||||||||||||||||
First Promissory Note [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Drawn amount | $ 550,000 | 750,000 | ||||||||||||||||||
Investor [Member] | Class B Common Stock [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Purchase of shares (in Shares) | 1,437,500 | 5,750,000 | 5,750,000 | 1,437,500 | ||||||||||||||||
Aggregate price | $ 30,000 | $ 30,000 | ||||||||||||||||||
Investor [Member] | Administrative Support Agreement [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Fees payment amount | 200,000 | |||||||||||||||||||
Incurred paid | $ 60,000 | |||||||||||||||||||
Investor [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Aggregate principal amount | $ 1,500,000 | |||||||||||||||||||
Drawn amount | 550,000 | $ 200,000 | 750,000 | |||||||||||||||||
Outstanding balance | $ 1,500,000 | $ 1,500,000 | ||||||||||||||||||
Funds | ||||||||||||||||||||
Promissory note | $ 1,500,000 | |||||||||||||||||||
Investor [Member] | Second Promissory Note [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Aggregate principal amount | $ 500,000 | |||||||||||||||||||
Drawn amount | 640,000 | |||||||||||||||||||
Outstanding balance | $ 750,000 | |||||||||||||||||||
Promissory note | 0 | 500,000 | ||||||||||||||||||
Investor [Member] | Second Promissory Note [Member] | Related Party Loans [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Outstanding balance | $ 1,500,000 | $ 1,500,000 | ||||||||||||||||||
Investor [Member] | Third Promissory Note [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Drawn amount | 640,000 | |||||||||||||||||||
Promissory note | 640,000 | |||||||||||||||||||
Fund amount | $ 160,000 | $ 160,000 | ||||||||||||||||||
Price per public share (in Dollars per share) | $ 0.04 | $ 0.04 | ||||||||||||||||||
Aggregate deposit amount | $ 1,120,000 | $ 1,120,000 | ||||||||||||||||||
Aggregate share price (in Dollars per share) | $ 0.28 | $ 0.28 | ||||||||||||||||||
Investor [Member] | First Promissory Note [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Aggregate principal amount | $ 1,500,000 | |||||||||||||||||||
Promissory note | $ 700,000 | |||||||||||||||||||
Founder Share [Member] | Class B Common Stock [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Founder shares subject to forfeiture (in Shares) | 937,500 | 937,500 | ||||||||||||||||||
Percentage of issued and outstanding shares after Initial Public Offering | 20% | 20% | ||||||||||||||||||
Founder Share [Member] | Class A Common Stock [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Exceeds price per share (in Dollars per share) | $ 12 | $ 12 | ||||||||||||||||||
Sponsor [Member] | Administrative Support Agreement [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Payment amount | $ 20,000 | |||||||||||||||||||
Fees payment amount | $ 240,000 | $ 240,000 | ||||||||||||||||||
Incurred paid | $ 60,000 | |||||||||||||||||||
Sponsor [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Aggregate principal amount | $ 300,000 | |||||||||||||||||||
Repaid amount | $ 149,992 | |||||||||||||||||||
Sponsor [Member] | IPO Promissory Note [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Aggregate principal amount | $ 300,000 | |||||||||||||||||||
Sponsor [Member] | Third Promissory Note [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Fund amount | $ 160,000 | $ 160,000 | ||||||||||||||||||
Price per public share (in Dollars per share) | $ 0.04 | $ 0.04 | ||||||||||||||||||
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Working capital loan amount | $ 1,500,000 | |||||||||||||||||||
Price per warrant (in Dollars per share) | $ 1 | $ 1 | ||||||||||||||||||
Founder Shares [Member] | Class B Common Stock [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Founder shares subject to forfeiture (in Shares) | 937,500 | 937,500 | ||||||||||||||||||
Percentage of issued and outstanding shares after Initial Public Offering | 20% | 20% | ||||||||||||||||||
Founder Shares [Member] | Class A Common Stock [Member] | ||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Exceeds price per share (in Dollars per share) | $ 12 | $ 12 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 6 Months Ended | |||
Apr. 26, 2023 | Aug. 16, 2022 | Jun. 30, 2023 | Mar. 04, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Excise tax percentage | 1% | |||
Share repurchase percentage | 1% | 1% | ||
Deferred fee per unit (in Dollars per share) | $ 0.35 | $ 0.35 | ||
Deferred fee amount | $ 10,062,500 | $ 10,062,500 | ||
Merger agreement | 10 | |||
Purchase price | $ 1,285,000,000 | |||
Investors and non-redeeming stockholders shares | 82.03125% | |||
Sponsor contribution | $ 10 | |||
Shares trade (in Dollars per share) | $ 2 | |||
Forward purchase break-up fee | $ 300,000 | |||
Redemption price per share (in Dollars per share) | $ 0.6 | $ 0.6 | ||
Forward purchase agreement | $ 1,500,000 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2020 shares | |
Stockholders' Deficit (Details) [Line Items] | ||||
Preferred stock, share authorized | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock share outstanding | ||||
Preferred stock share issued | ||||
Common stock share outstanding | 24,304,187 | |||
Total share percentage | 20% | 20% | ||
Common stock share outstanding | ||||
Class A Common Stock [Member] | ||||
Stockholders' Deficit (Details) [Line Items] | ||||
Common stock, share authorized | 200,000,000 | 200,000,000 | 200,000,000 | |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Number of vote | 1 | 1 | ||
Common stock share subject to possible redemption outstanding | 4,445,813 | 28,750,000 | 28,750,000 | |
Common stock share subject to possible redemption issued | 4,445,813 | 28,750,000 | 28,750,000 | |
Common stock, share issued | ||||
Common stock share outstanding | ||||
Class B Common Stock [Member] | ||||
Stockholders' Deficit (Details) [Line Items] | ||||
Common stock, share authorized | 20,000,000 | 20,000,000 | 20,000,000 | |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Number of vote | 1 | 1 | ||
Common stock share outstanding | 7,187,500 | 7,187,500 | ||
Common stock, share issued | 7,187,500 | 7,187,500 | 5 | |
Common stock, share issued | 7,187,500 | 7,187,500 | 7,187,500 | |
Common stock share outstanding | 7,187,500 | 7,187,500 | 7,187,500 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Warrant Liabilities (Details) [Line Items] | |||
Expiration period | 5 years | 5 years | |
Redemption of warrant description | at a price of $0.01 per warrant;• upon not less than 30 days’ prior written notice of redemption to each warrant holder; and• if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders. | ||
Common stock, description | In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | ||
Price per warrant (in Dollars per share) | $ 0.01 | ||
Exceeds price per share (in Dollars per share) | 18 | ||
Effective issue price per share (in Dollars per share) | $ 9.2 | ||
Percentage of gross proceeds | 60% | ||
Price per share (in Dollars per share) | $ 9.2 | ||
Percentage of market value | 115% | ||
Issued price per share (in Dollars per share) | $ 10 | ||
Warrant Liabilities [Member] | |||
Warrant Liabilities (Details) [Line Items] | |||
Percentage of market value | 180% | ||
Warrant [Member] | |||
Warrant Liabilities (Details) [Line Items] | |||
Issued price per share (in Dollars per share) | $ 18 | ||
Public Warrant [Member] | |||
Warrant Liabilities (Details) [Line Items] | |||
Warrant outstanding | 14,375,000 | 14,375,000 | 14,375,000 |
Private Placement Warrants [Member] | |||
Warrant Liabilities (Details) [Line Items] | |||
Warrant outstanding | 8,250,000 | 8,250,000 | 8,250,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes [Abstract] | ||
Net operating loss carryovers | $ 0 | $ 175,916 |
Changes in valuation allowance | $ 244,686 | $ 645,774 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of net deferred tax assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax asset | ||
Net operating loss carryforward | $ 37,304 | |
Startup/Organization Expenses | 890,822 | 608,832 |
Total deferred tax asset | 890,822 | 646,136 |
Valuation allowance | (890,822) | (646,136) |
Deferred tax asset, net of allowance |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of income tax provision - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Federal | ||||||
Current | $ 750,410 | |||||
Deferred | (244,686) | $ (645,774) | ||||
State | ||||||
Current | ||||||
Deferred | ||||||
Change in valuation allowance | 244,686 | 645,774 | ||||
Income tax provision | $ (32,289) | $ 21,720 | $ 423,659 | $ 21,720 | $ 750,410 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of reconciliation of the federal income tax rate | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Reconciliation Of The Federal Income Tax Rate Abstract | ||||||
Statutory federal income tax rate | 21% | 21% | 21% | 21% | 21% | 21% |
State taxes, net of federal tax benefit | 0% | 0% | ||||
Change in fair value of warrant liabilities | (17.50%) | (37.60%) | ||||
Transaction costs allocable to warrant liabilities | 0% | 3.30% | ||||
Change in valuation allowance | 1.70% | 13.30% | ||||
Income tax provision | 0.48% | 0.21% | 6.37% | 0.21% | 5.20% | 0% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurements (Details) [Line Items] | ||||||
Cash withdrawal from trust account | $ 1,381,050 | $ 123,251 | $ 731,214 | |||
Fair value transfer measurement | ||||||
Franchise and income taxes paid | $ 247,259,068 | |||||
Shares issued, Price per share (in Dollars per share) | $ 10 | |||||
Forward Contracts [Member] | ||||||
Fair Value Measurements (Details) [Line Items] | ||||||
Share purchased (in Shares) | 2,500,000 | |||||
US Treasury Securities [Member] | ||||||
Fair Value Measurements (Details) [Line Items] | ||||||
Asset held trust | $ 279,107,161 | |||||
Money Market Funds [Member] | ||||||
Fair Value Measurements (Details) [Line Items] | ||||||
Asset held trust | 11,338,047 | |||||
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||||||
Fair Value Measurements (Details) [Line Items] | ||||||
Asset held trust | 290,737,917 | 287,523,555 | ||||
Fair Value, Inputs, Level 1 [Member] | Cash [Member] | Fair Value, Recurring [Member] | ||||||
Fair Value Measurements (Details) [Line Items] | ||||||
Asset held trust | $ 45,351,623 | $ 45,351,623 | 292,710 | 79 | ||
Fair Value, Inputs, Level 1 [Member] | Warrant [Member] | Fair Value, Recurring [Member] | ||||||
Fair Value Measurements (Details) [Line Items] | ||||||
Fair value transfer measurement | 11,500,000 | |||||
Fair Value, Inputs, Level 2 [Member] | Derivative Financial Instruments, Liabilities [Member] | Fair Value, Recurring [Member] | ||||||
Fair Value Measurements (Details) [Line Items] | ||||||
Fair value transfer measurement | $ 0 | |||||
Fair Value, Inputs, Level 3 [Member] | ||||||
Fair Value Measurements (Details) [Line Items] | ||||||
Shares issued, Price per share (in Dollars per share) | $ 0.6 | $ 0.6 | ||||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | ||||||
Fair Value Measurements (Details) [Line Items] | ||||||
Fair value transfer measurement | ||||||
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | Fair Value, Recurring [Member] | ||||||
Fair Value Measurements (Details) [Line Items] | ||||||
Fair value transfer measurement | 11,500,000 | |||||
Fair Value, Inputs, Level 3 [Member] | Derivative Financial Instruments, Liabilities [Member] | Fair Value, Recurring [Member] | ||||||
Fair Value Measurements (Details) [Line Items] | ||||||
Fair value transfer measurement | $ 11,500,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Company’s assets and liabilities that are measured at fair value on a recurring basis - Fair Value, Recurring [Member] - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 1 [Member] | |||
Assets: | |||
Fair value, assets | $ 290,737,917 | $ 287,523,555 | |
Fair Value, Inputs, Level 1 [Member] | Warrant [Member] | |||
Liabilities: | |||
Fair value, liabilities | 70,000 | 7,618,750 | |
Fair Value, Inputs, Level 3 [Member] | Warrant Liabilities – Private Placement Warrants [Member] | |||
Liabilities: | |||
Fair value, liabilities | $ 40,000 | $ 4,372,500 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of black scholes model for the level 3 warrants - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Market price of public shares (in Dollars per share) | $ 10.04 | $ 9.7 |
Risk-free rate | 3.94% | 1.30% |
Dividend yield | 0% | 0% |
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 |
Volatility | 0% | 9.50% |
Term to expiration (years) | 5 months 1 day | 5 years |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities - Fair Value, Inputs, Level 3 [Member] - Fair Value, Recurring [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Private Placement Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 4,372,500 | |
Initial measurement on March 4, 2021 | 7,590,000 | |
Change in fair value | (4,332,500) | (3,217,500) |
Transfers to Level 1 | ||
Ending balance | 40,000 | 4,372,500 |
Public [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | ||
Initial measurement on March 4, 2021 | 13,081,250 | |
Change in fair value | (1,581,250) | |
Transfers to Level 1 | (11,500,000) | |
Ending balance | ||
Warrant Liabilities [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 4,372,500 | |
Initial measurement on March 4, 2021 | 20,671,250 | |
Change in fair value | (4,798,750) | |
Transfers to Level 1 | (11,500,000) | |
Ending balance | $ 4,372,500 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 13, 2023 | Mar. 06, 2023 | Feb. 23, 2023 | |
Subsequent Events (Details) [Line Items] | ||||
Principal amount | $ 700,000 | |||
Aggregate of extension funds | $ 160,000 | |||
Private Placement [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Price per warrant (in Dollars per share) | $ 1 | |||
Forward Purchase Arrangement [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Aggregate of extension funds | $ 160,000 | |||
Merger Agreement [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Principal amount | $ 1,760,000 | |||
Promissory Note [Member] | Subsequent Event [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Principal amount | $ 1,760,000 | $ 500,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - Schedule of Unaudited Condensed Consolidated Financial Statements | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
As Previously Reported [Member] | |
Schedule of Unaudited Condensed Financial Statements [Abstract] | |
Convertible Promissory Note – Related Party | $ 257,014 |
Additional paid in capital | 563,136 |
Accumulated deficit | (15,207,806) |
Total Liabilities | 15,881,107 |
Total Stockholders Equity (deficit) | (14,643,951) |
Condensed Consolidated Statement of Operations for the three months ended March 31, 2023 (unaudited) | |
Change in fair value of convertible promissory notes | 1,319,850 |
Total other income (expense) | 909,732 |
Income before provision for income taxes | 81,106 |
Net Income (loss) | (374,842) |
Change in fair value of convertible promissory note | (1,319,850) |
Non Cash: | |
Proceeds received in excess of initial fair value of Convertible Promissory Note - Shares at initial borrowing | 563,136 |
Condensed Consolidated Statement of Equity for the three months ended March 31, 2023 (unaudited) | |
Proceeds received in excess of initial fair value of Convertible Promissory Note | 563,136 |
Accretion for Class A common stock to redemption amount- APIC | (2,355,234) |
Accumulated Deficit | $ (15,207,806) |
As Previously Reported [Member] | Class A Common Stock [Member] | |
EPS: | |
Weighted avg shares outstanding, basic (in Shares) | shares | 21,188,697 |
Basic and diluted net income per share (in Dollars per share) | $ / shares | $ (0.01) |
As Previously Reported [Member] | Class B Common Stock [Member] | |
EPS: | |
Weighted avg shares outstanding, basic (in Shares) | shares | 7,187,500 |
Basic and diluted net income per share (in Dollars per share) | $ / shares | $ (0.01) |
Adjustment [Member] | |
Schedule of Unaudited Condensed Financial Statements [Abstract] | |
Convertible Promissory Note – Related Party | $ 1,882,986 |
Additional paid in capital | (563,136) |
Accumulated deficit | (1,319,850) |
Total Liabilities | 1,882,986 |
Total Stockholders Equity (deficit) | (1,882,986) |
Condensed Consolidated Statement of Operations for the three months ended March 31, 2023 (unaudited) | |
Change in fair value of convertible promissory notes | (1,319,850) |
Total other income (expense) | (1,319,850) |
Income before provision for income taxes | (1,319,850) |
Net Income (loss) | (1,319,850) |
Change in fair value of convertible promissory note | 1,319,850 |
Non Cash: | |
Proceeds received in excess of initial fair value of Convertible Promissory Note - Shares at initial borrowing | (563,136) |
Condensed Consolidated Statement of Equity for the three months ended March 31, 2023 (unaudited) | |
Proceeds received in excess of initial fair value of Convertible Promissory Note | (563,136) |
Accretion for Class A common stock to redemption amount- APIC | |
Accumulated Deficit | $ (1,319,850) |
Adjustment [Member] | Class A Common Stock [Member] | |
EPS: | |
Weighted avg shares outstanding, basic (in Shares) | shares | |
Basic and diluted net income per share (in Dollars per share) | $ / shares | $ (0.05) |
Adjustment [Member] | Class B Common Stock [Member] | |
EPS: | |
Weighted avg shares outstanding, basic (in Shares) | shares | |
Basic and diluted net income per share (in Dollars per share) | $ / shares | $ (0.05) |
As Revised [Member] | |
Schedule of Unaudited Condensed Financial Statements [Abstract] | |
Convertible Promissory Note – Related Party | $ 2,140,000 |
Additional paid in capital | |
Accumulated deficit | (16,527,656) |
Total Liabilities | 17,764,093 |
Total Stockholders Equity (deficit) | (16,526,937) |
Condensed Consolidated Statement of Operations for the three months ended March 31, 2023 (unaudited) | |
Change in fair value of convertible promissory notes | |
Total other income (expense) | (410,118) |
Income before provision for income taxes | (1,238,744) |
Net Income (loss) | (1,694,692) |
Change in fair value of convertible promissory note | |
Non Cash: | |
Proceeds received in excess of initial fair value of Convertible Promissory Note - Shares at initial borrowing | |
Condensed Consolidated Statement of Equity for the three months ended March 31, 2023 (unaudited) | |
Proceeds received in excess of initial fair value of Convertible Promissory Note | |
Accretion for Class A common stock to redemption amount- APIC | (2,355,234) |
Accumulated Deficit | $ (16,527,656) |
As Revised [Member] | Class A Common Stock [Member] | |
EPS: | |
Weighted avg shares outstanding, basic (in Shares) | shares | 21,188,697 |
Basic and diluted net income per share (in Dollars per share) | $ / shares | $ (0.06) |
As Revised [Member] | Class B Common Stock [Member] | |
EPS: | |
Weighted avg shares outstanding, basic (in Shares) | shares | 7,187,500 |
Basic and diluted net income per share (in Dollars per share) | $ / shares | $ (0.06) |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of Unaudited Condensed Consolidated Financial Statements (Parentheticals) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
As Previously Reported [Member] | Class A Common Stock [Member] | |
Schedule of Unaudited Condensed Financial Statements [Abstract] | |
Weighted avg shares outstanding, diluted | shares | 21,188,697 |
Diluted net income per share | $ / shares | $ (0.01) |
As Previously Reported [Member] | Class B Common Stock [Member] | |
Schedule of Unaudited Condensed Financial Statements [Abstract] | |
Weighted avg shares outstanding, diluted | shares | 7,187,500 |
Diluted net income per share | $ / shares | $ (0.01) |
Adjustment [Member] | Class A Common Stock [Member] | |
Schedule of Unaudited Condensed Financial Statements [Abstract] | |
Weighted avg shares outstanding, diluted | shares | |
Diluted net income per share | $ / shares | $ (0.05) |
Adjustment [Member] | Class B Common Stock [Member] | |
Schedule of Unaudited Condensed Financial Statements [Abstract] | |
Weighted avg shares outstanding, diluted | shares | |
Diluted net income per share | $ / shares | $ (0.05) |
As Revised [Member] | Class A Common Stock [Member] | |
Schedule of Unaudited Condensed Financial Statements [Abstract] | |
Weighted avg shares outstanding, diluted | shares | 21,188,697 |
Diluted net income per share | $ / shares | $ (0.06) |
As Revised [Member] | Class B Common Stock [Member] | |
Schedule of Unaudited Condensed Financial Statements [Abstract] | |
Weighted avg shares outstanding, diluted | shares | 7,187,500 |
Diluted net income per share | $ / shares | $ (0.06) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Class A Common Stock Subject to Redemption Reflected in the Condensed Consolidated Balance Sheets - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | |||
Gross proceeds | $ 287,500,000 | ||
Less: | |||
Proceeds allocated to Public Warrants | (13,081,250) | ||
Class A common stock issuance costs | (15,632,692) | ||
Remeasurement of carrying value to redemption value | $ (121,070) | $ 2,355,234 | 31,531,449 |
Class A common stock subject to possible redemption | $ 45,292,603 | 45,413,673 | $ 290,317,507 |
Redemption | $ (247,259,068) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Common Share - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class A Common Stock [Member] | ||||||
Numerator: | ||||||
Allocation of net (loss) income, as adjusted | $ (2,055,713) | $ 3,590,951 | $ (4,526,404) | $ 8,328,395 | ||
Denominator: | ||||||
Basic and diluted weighted average shares outstanding | 4,445,813 | 28,750,000 | 12,771,004 | 28,750,000 | ||
Basic and diluted net (loss) income per common stock | $ (0.46) | $ 0.12 | $ (0.35) | $ 0.29 | $ 0.38 | $ 0.16 |
Class B Common Stock [Member] | ||||||
Numerator: | ||||||
Allocation of net (loss) income, as adjusted | $ (3,323,451) | $ 897,738 | $ (2,547,452) | $ 2,082,091 | ||
Denominator: | ||||||
Basic and diluted weighted average shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | ||
Basic and diluted net (loss) income per common stock | $ (0.46) | $ 0.12 | $ (0.35) | $ 0.29 | $ 0.38 | $ 0.16 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Common Share (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class A Common Stock [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Common Share (Parentheticals) [Line Items] | ||||||
Diluted weighted average shares outstanding | 4,445,813 | 28,750,000 | 12,771,004 | 28,750,000 | ||
Diluted net (loss) income per common stock | $ (0.46) | $ 0.12 | $ (0.35) | $ 0.29 | $ 0.38 | $ 0.16 |
Class B Common Stock [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Common Share (Parentheticals) [Line Items] | ||||||
Diluted weighted average shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 |
Diluted net (loss) income per common stock | $ (0.46) | $ 0.12 | $ (0.35) | $ 0.29 | $ 0.38 | $ 0.16 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of Company’s Assets and Liabilities that are Measured at Fair Value on a Recurring Basis - Fair Value, Recurring [Member] - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 1 [Member] | |||
Assets: | |||
Fair value, assets | $ 290,737,917 | $ 287,523,555 | |
Fair Value, Inputs, Level 1 [Member] | Warrant Liabilities – Public Warrants [Member] | |||
Liabilities: | |||
Fair value, liabilities | 3,593,750 | 70,000 | |
Fair Value, Inputs, Level 3 [Member] | Warrant Liabilities – Private Placement Warrants [Member] | |||
Liabilities: | |||
Fair value, liabilities | 2,062,500 | 40,000 | |
Fair Value, Inputs, Level 3 [Member] | Convertible Promissory Note – Related Party – Third Note [Member] | |||
Liabilities: | |||
Fair value, liabilities | $ 1,500,000 |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of Black Scholes Model for the Level 3 Warrants - Warrant [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Measurement Input, Share Price [Member] | ||
Schedule of Black Scholes Model for the Level 3 Warrants [Abstract] | ||
Market price of public shares (in Dollars per share) | $ 10.43 | $ 10.04 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Schedule of Black Scholes Model for the Level 3 Warrants [Abstract] | ||
Risk-free rate | 4.08% | 3.94% |
Measurement Input, Expected Dividend Rate [Member] | ||
Schedule of Black Scholes Model for the Level 3 Warrants [Abstract] | ||
Dividend yield | 0% | 0% |
Measurement Input, Exercise Price [Member] | ||
Schedule of Black Scholes Model for the Level 3 Warrants [Abstract] | ||
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 |
Measurement Input, Price Volatility [Member] | ||
Schedule of Black Scholes Model for the Level 3 Warrants [Abstract] | ||
Volatility | 0% | 0% |
Measurement Input, Expected Term [Member] | ||
Schedule of Black Scholes Model for the Level 3 Warrants [Abstract] | ||
Term to expiration (years) | 1 month 17 days | 5 months 1 day |
Fair Value Measurements (Deta_7
Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Level 3 Warrant Liabilities - USD ($) | 3 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | |
Schedule of Changes in the Fair Value of Level 3 Warrant Liabilities [Abstract] | ||||
Fair value as Beginning | $ 990,000 | $ 40,000 | $ 2,062,500 | $ 4,372,500 |
Change in fair value | 1,072,500 | 950,000 | (1,642,500) | (2,310,000) |
Fair value as of Ending | $ 2,062,500 | $ 990,000 | $ 420,000 | $ 2,062,500 |