Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2023 | |
Cover [Abstract] | |
Document Type | S-4/A |
Amendment Flag | false |
Entity Registrant Name | RMG Acquisition Corp. III |
Entity Central Index Key | 0001838108 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
CONDENSED BALANCE SHEETS (Q2)
CONDENSED BALANCE SHEETS (Q2) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||||||
Cash | $ 35,387 | $ 22,339 | $ 93,599 | ||||
Prepaid expenses | 47,083 | 50,892 | 568,058 | ||||
Total current assets | 82,470 | 73,231 | 661,657 | ||||
Cash and investments held in Trust Account | 10,186,300 | 487,268,822 | 483,012,312 | ||||
Total Assets | 10,268,770 | 487,342,053 | 483,721,052 | ||||
Current liabilities: | |||||||
Accounts payable | 132,241 | 153,571 | 73,405 | ||||
Total current liabilities | 6,791,698 | 1,173,416 | 163,692 | ||||
Deferred legal fees | 250,000 | 250,000 | 250,000 | ||||
Deferred underwriting commissions | 6,762,000 | 16,905,000 | 16,905,000 | ||||
Notes Payable, Noncurrent | $ 850,000 | $ 500,000 | $ 0 | ||||
Notes Payable, Noncurrent, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | Related Party [Member] | ||||
Derivative warrant liabilities | $ 1,968,184 | $ 536,300 | $ 14,301,100 | ||||
Total liabilities | 16,621,882 | 19,364,716 | 31,619,792 | ||||
Commitments and Contingencies | |||||||
Class A ordinary shares; 918,402 and 48,300,000 shares subject to possible redemption at $10.00 and $10.09 per share at June 30, 2023 and December 31, 2022, respectively | 9,184,020 | 487,168,822 | 483,000,000 | ||||
Shareholders' Deficit: | |||||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 0 | 0 | 0 | ||||
Additional paid-in capital | 9,702,408 | 0 | 0 | ||||
Accumulated deficit | (25,240,748) | (19,192,693) | (30,899,948) | ||||
Total shareholders' deficit | (15,537,132) | $ (23,390,077) | (19,191,485) | $ (19,024,609) | $ (25,123,550) | (30,898,740) | $ 10,221 |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 10,268,770 | 487,342,053 | 483,721,052 | ||||
Nonrelated Party [Member] | |||||||
Current liabilities: | |||||||
Accrued expenses | 6,479,457 | 899,845 | 90,287 | ||||
Related Party [Member] | |||||||
Current liabilities: | |||||||
Accrued expenses | 180,000 | 120,000 | 0 | ||||
Common Class A [Member] | |||||||
Shareholders' Deficit: | |||||||
Ordinary shares | 0 | 0 | 0 | ||||
Common Class B [Member] | |||||||
Shareholders' Deficit: | |||||||
Ordinary shares | $ 1,208 | $ 1,208 | $ 1,208 |
CONDENSED BALANCE SHEETS (Q2) (
CONDENSED BALANCE SHEETS (Q2) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 09, 2021 | Jan. 30, 2021 |
Shareholders' Deficit: | |||||
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preference shares, shares authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | ||
Preference shares, shares issued (in shares) | 0 | 0 | 0 | ||
Preferred shares, shares outstanding (in shares) | 0 | 0 | 0 | ||
Common Class A [Member] | |||||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit: | |||||
Temporary equity, shares outstanding (in shares) | 918,402 | 48,300,000 | 48,300,000 | ||
Shareholders' Deficit: | |||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Ordinary Shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | ||
Class A Common Stock Subject to Redemption [Member] | |||||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit: | |||||
Temporary equity, shares outstanding (in shares) | 918,402 | 48,300,000 | 0 | ||
Temporary equity, par value (in dollars per share) | $ 10 | $ 10.09 | $ 10 | ||
Common Class B [Member] | |||||
Shareholders' Deficit: | |||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Ordinary Shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | ||
Ordinary Shares, shares issued (in shares) | 12,075,000 | 12,075,000 | 12,075,000 | 10,062,500 | |
Ordinary Shares, shares outstanding (in shares) | 12,075,000 | 12,075,000 | 12,075,000 | 10,062,500 | 12,075,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Q2) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Apr. 16, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
General and administrative expenses | $ 4,395,173 | $ 425,561 | $ 6,538,054 | $ 1,115,174 | $ 2,188,743 | $ 1,842,337 | |||
Loss from operations | (4,395,173) | (425,561) | (6,538,054) | (1,115,174) | (2,188,743) | (1,842,337) | |||
Other income: | |||||||||
Change in fair value of derivative liabilities | 623,884 | 6,460,625 | (1,431,884) | 12,878,753 | 13,772,685 | 9,503,810 | |||
Reduction in deferred underwriter commissions | $ 440,592 | 440,592 | 0 | 440,592 | 0 | ||||
Interest income - bank | 225 | 0 | 282 | 0 | 193 | 54 | |||
Interest expense | 0 | (2,385) | 0 | (4,146) | (7,885) | 0 | |||
Investment income earned on cash and investments held in Trust Account | 81,980 | 652,217 | 1,499,839 | 700,653 | 4,299,827 | 50,412 | |||
Total other (expense) income, net | 1,146,681 | 7,110,457 | 508,829 | 13,575,260 | 18,064,820 | 8,819,956 | |||
Net (loss) income | (3,248,492) | $ (2,780,733) | 6,684,896 | $ 5,775,190 | (6,029,225) | 12,460,086 | $ 15,876,077 | $ 6,977,619 | |
Weighted average common shares outstanding, Basic (in shares) | 12,075,000 | 11,906,712 | |||||||
Weighted average common shares outstanding, Diluted (in shares) | 12,075,000 | 11,906,712 | |||||||
Net (loss) income share, Basic (in dollars per share) | $ 0.26 | $ 0.13 | |||||||
Net (loss) income share, Diluted (in dollars per share) | $ 0.26 | $ 0.13 | |||||||
Common Class A [Member] | |||||||||
Other income: | |||||||||
Net (loss) income | $ (229,611) | $ 5,347,917 | $ (1,442,623) | $ 9,968,069 | $ 12,700,862 | $ 5,468,324 | |||
Weighted average common shares outstanding, Basic (in shares) | 918,402 | 48,300,000 | 3,797,947 | 48,300,000 | 48,300,000 | 43,139,178 | |||
Weighted average common shares outstanding, Diluted (in shares) | 918,402 | 48,300,000 | 3,797,947 | 48,300,000 | 48,300,000 | 43,139,178 | |||
Net (loss) income share, Basic (in dollars per share) | $ (0.25) | $ 0.11 | $ (0.38) | $ 0.21 | $ 0.26 | $ 0.13 | |||
Net (loss) income share, Diluted (in dollars per share) | $ (0.25) | $ 0.11 | $ (0.38) | $ 0.21 | $ 0.26 | $ 0.13 | |||
Common Class B [Member] | |||||||||
Other income: | |||||||||
Net (loss) income | $ (3,018,881) | $ 1,336,979 | $ (4,586,602) | $ 2,492,017 | $ 3,175,215 | $ 1,509,295 | |||
Weighted average common shares outstanding, Basic (in shares) | 12,075,000 | 12,075,000 | 12,075,000 | 12,075,000 | 12,075,000 | 11,906,712 | |||
Weighted average common shares outstanding, Diluted (in shares) | 12,075,000 | 12,075,000 | 12,075,000 | 12,075,000 | 12,075,000 | 11,906,712 | |||
Net (loss) income share, Basic (in dollars per share) | $ (0.25) | $ 0.11 | $ 0.11 | $ (0.38) | $ 0.21 | $ 0.26 | $ 0.13 | ||
Net (loss) income share, Diluted (in dollars per share) | $ (0.25) | $ 0.11 | $ 0.11 | $ (0.38) | $ 0.21 | $ 0.26 | $ 0.13 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (Q2) - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Common Class A [Member] | Common Class A [Member] Ordinary Shares [Member] | Common Class B [Member] | Common Class B [Member] Ordinary Shares [Member] |
Balance at the beginning at Dec. 31, 2020 | $ 10,221 | $ 23,792 | $ (14,779) | $ 0 | $ 1,208 | ||
Balance at the beginning (in shares) at Dec. 31, 2020 | 0 | 12,075,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Remeasurement adjustment of Class A ordinary shares subject to possible redemption | (39,269,845) | (1,407,057) | (37,862,788) | ||||
Net income (loss) | 6,977,619 | 6,977,619 | $ 5,468,324 | $ 1,509,295 | |||
Balance at the end at Dec. 31, 2021 | (30,898,740) | 0 | (30,899,948) | $ 0 | $ 1,208 | ||
Balance at the end (in shares) at Dec. 31, 2021 | 0 | 12,075,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 5,775,190 | 0 | 5,775,190 | $ 0 | $ 0 | ||
Balance at the end at Mar. 31, 2022 | (25,123,550) | 0 | (25,124,758) | $ 0 | $ 1,208 | ||
Balance at the end (in shares) at Mar. 31, 2022 | 0 | 12,075,000 | |||||
Balance at the beginning at Dec. 31, 2021 | (30,898,740) | 0 | (30,899,948) | $ 0 | $ 1,208 | ||
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 12,075,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | 585,955 | ||||||
Net income (loss) | 12,460,086 | 9,968,069 | 2,492,017 | ||||
Balance at the end at Jun. 30, 2022 | (19,024,609) | 0 | (19,025,817) | $ 0 | $ 1,208 | ||
Balance at the end (in shares) at Jun. 30, 2022 | 0 | 12,075,000 | |||||
Balance at the beginning at Dec. 31, 2021 | (30,898,740) | 0 | (30,899,948) | $ 0 | $ 1,208 | ||
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 12,075,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 15,876,077 | 15,876,077 | 12,700,862 | 3,175,215 | |||
Balance at the end at Dec. 31, 2022 | (19,191,485) | 0 | (19,192,693) | $ 0 | $ 1,208 | ||
Balance at the end (in shares) at Dec. 31, 2022 | 0 | 12,075,000 | |||||
Balance at the beginning at Mar. 31, 2022 | (25,123,550) | 0 | (25,124,758) | $ 0 | $ 1,208 | ||
Balance at the beginning (in shares) at Mar. 31, 2022 | 0 | 12,075,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (585,955) | 0 | (585,955) | $ 0 | $ 0 | ||
Net income (loss) | 6,684,896 | 0 | 6,684,896 | 5,347,917 | 0 | 1,336,979 | 0 |
Balance at the end at Jun. 30, 2022 | (19,024,609) | 0 | (19,025,817) | $ 0 | $ 1,208 | ||
Balance at the end (in shares) at Jun. 30, 2022 | 0 | 12,075,000 | |||||
Balance at the beginning at Dec. 31, 2022 | (19,191,485) | 0 | (19,192,693) | $ 0 | $ 1,208 | ||
Balance at the beginning (in shares) at Dec. 31, 2022 | 0 | 12,075,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Remeasurement adjustment of Class A ordinary shares subject to possible redemption | (1,417,859) | 0 | (1,417,859) | $ 0 | $ 0 | ||
Net income (loss) | (2,780,733) | 0 | (2,780,733) | 0 | 0 | ||
Balance at the end at Mar. 31, 2023 | (23,390,077) | 0 | (23,391,285) | $ 0 | $ 1,208 | ||
Balance at the end (in shares) at Mar. 31, 2023 | 0 | 12,075,000 | |||||
Balance at the beginning at Dec. 31, 2022 | (19,191,485) | 0 | (19,192,693) | $ 0 | $ 1,208 | ||
Balance at the beginning (in shares) at Dec. 31, 2022 | 0 | 12,075,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | 18,830 | ||||||
Net income (loss) | (6,029,225) | (1,442,623) | (4,586,602) | ||||
Balance at the end at Jun. 30, 2023 | (15,537,132) | 9,702,408 | (25,240,748) | $ 0 | $ 1,208 | ||
Balance at the end (in shares) at Jun. 30, 2023 | 0 | 12,075,000 | |||||
Balance at the beginning at Mar. 31, 2023 | (23,390,077) | 0 | (23,391,285) | $ 0 | $ 1,208 | ||
Balance at the beginning (in shares) at Mar. 31, 2023 | 0 | 12,075,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Remeasurement adjustment of Class A ordinary shares subject to possible redemption | 1,399,029 | 0 | 1,399,029 | $ 0 | $ 0 | ||
Reduction in deferred underwriting commissions | 9,702,408 | 9,702,408 | 0 | 0 | 0 | ||
Net income (loss) | (3,248,492) | 0 | (3,248,492) | $ (229,611) | 0 | $ (3,018,881) | 0 |
Balance at the end at Jun. 30, 2023 | $ (15,537,132) | $ 9,702,408 | $ (25,240,748) | $ 0 | $ 1,208 | ||
Balance at the end (in shares) at Jun. 30, 2023 | 0 | 12,075,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Q2) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (6,029,225) | $ 12,460,086 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Change in fair value of derivative liabilities | 1,431,884 | (12,878,753) |
Interest expense | 0 | 4,146 |
Investment income earned on cash and investments held in Trust Account | (1,499,839) | (700,653) |
Reduction in deferred underwriting commissions | (440,592) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 3,809 | 237,000 |
Accounts payable | (21,330) | 69,430 |
Accrued expenses - related party | 60,000 | 0 |
Accrued expenses | 5,579,612 | 327,333 |
Net cash used in operating activities | (915,681) | (481,411) |
Cash Flows from Investing Activities: | ||
Cash withdrawn from Trust Account for working capital purposes | 578,729 | 27,010 |
Cash withdrawn from Trust Account in connection with redemption | 478,003,632 | 0 |
Net cash provided by (used in) investing activities | 478,582,361 | 27,010 |
Cash Flows from Financing Activities: | ||
Proceeds from convertible promissory note - related party | 350,000 | 500,000 |
Redemption of common stock | (478,003,632) | 0 |
Net cash (used in) provided by financing activities | (477,653,632) | 500,000 |
Net (decrease) increase in cash | 13,048 | 45,599 |
Cash - beginning of the period | 22,339 | 93,599 |
Cash - end of the period | 35,387 | 139,198 |
Supplemental disclosure of noncash investing and financing activities: | ||
Increase in value of Class A common stock subject to possible redemption | 18,830 | 585,955 |
Reduction in deferred underwriting fee payable | $ 10,143,000 | $ 0 |
BALANCE SHEETS (FY)
BALANCE SHEETS (FY) | Dec. 31, 2021 USD ($) |
Current assets: | |
Cash | $ 93,599 |
Prepaid expenses | 568,058 |
Total current assets | 661,657 |
Investments held in Trust Account | 483,012,312 |
Other assets | 47,083 |
Total Assets | 483,721,052 |
Current liabilities: | |
Accounts payable | 73,405 |
Total current liabilities | 163,692 |
Deferred legal fees | 250,000 |
Deferred underwriting commissions | 16,905,000 |
Convertible working capital loan - related party | $ 0 |
Notes Payable, Noncurrent, Related Party, Type [Extensible Enumeration] | Related Party [Member] |
Derivative warrant liabilities | $ 14,301,100 |
Total liabilities | 31,619,792 |
Commitments and Contingencies | |
Class A ordinary shares: 48,300,000 and no shares subject to possible redemption at $10,09 and $10,00 per share at December 31, 2022 and 2021, respectively | 483,000,000 |
Shareholders' Deficit: | |
Preference shares, $0,0001 par value: 5,000,000 shares authorized; none issued and outstanding at December 31, 2022 and 2021, respectively | 0 |
Additional paid-in capital | 0 |
Accumulated deficit | (30,899,948) |
Total shareholders' deficit | (30,898,740) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 483,721,052 |
Nonrelated Party [Member] | |
Current liabilities: | |
Accrued expenses | 90,287 |
Related Party [Member] | |
Current liabilities: | |
Accrued expenses | 0 |
Class A Common Stock | |
Shareholders' Deficit: | |
Common stock | 0 |
Class B Common Stock | |
Shareholders' Deficit: | |
Common stock | $ 1,208 |
BALANCE SHEETS (FY) (Parentheti
BALANCE SHEETS (FY) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 09, 2021 | Jan. 30, 2021 |
Preferred stock, par value (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||
Preferred stock, shares issued | 0 | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||
Class A Common Stock Subject to Redemption | |||||
Temporary equity shares outstanding | 918,402 | 48,300,000 | 0 | ||
Purchase price, per unit | $ 10 | $ 10.09 | $ 10 | ||
Class A Common Stock | |||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common shares, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||
Temporary equity shares outstanding | 918,402 | 48,300,000 | 48,300,000 | ||
Class B Common Stock | |||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common shares, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | ||
Common shares, shares issued | 12,075,000 | 12,075,000 | 12,075,000 | 10,062,500 | |
Common shares, shares outstanding | 12,075,000 | 12,075,000 | 12,075,000 | 10,062,500 | 12,075,000 |
STATEMENTS OF INCOME (FY)
STATEMENTS OF INCOME (FY) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
General and administrative expenses | $ 2,188,743 | $ 1,842,337 |
Loss from operations | (2,188,743) | (1,842,337) |
Other income (expense) | ||
Change in fair value of derivative liabilities | 13,772,685 | 9,503,810 |
Financing costs - warrant liabilities | 0 | (734,320) |
Interest income | 193 | 54 |
Interest expense | (7,885) | 0 |
Unrealized gain on investments held in Trust Account | 4,299,827 | 50,412 |
Total other (expense) income, net | 18,064,820 | 8,819,956 |
Net (loss) income | $ 15,876,077 | $ 6,977,619 |
Weighted average Class B ordinary shares, basic | 12,075,000 | 11,906,712 |
Weighted average Class B ordinary shares, diluted | 12,075,000 | 11,906,712 |
Basic net income per ordinary share | $ 0.26 | $ 0.13 |
Diluted net income per ordinary share | $ 0.26 | $ 0.13 |
Common Stock Subject to Redemption [Member] | ||
Other income (expense) | ||
Weighted average Class A ordinary shares, basic | 48,300,000 | 43,139,178 |
Weighted average Class A ordinary shares, diluted | 48,300,000 | 43,139,178 |
Basic net income per ordinary share | $ 0.26 | $ 0.13 |
Diluted net income per ordinary share | $ 0.26 | $ 0.13 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (FY) - USD ($) | Total | Additional Paid-in Capital | Accumulated Deficit | Class A Common Stock | Class A Common Stock Ordinary Shares | Class B Common Stock | Class B Common Stock Ordinary Shares |
Balance at the beginning at Dec. 31, 2020 | $ 10,221 | $ 23,792 | $ (14,779) | $ 0 | $ 1,208 | ||
Balance at the beginning (in shares) at Dec. 31, 2020 | 0 | 12,075,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Excess purchase price above fair value of private placement warrants | 1,383,265 | 1,383,265 | |||||
Remeasurement adjustment of Class A ordinary shares subject to possible redemption | (39,269,845) | (1,407,057) | (37,862,788) | ||||
Net income | 6,977,619 | 6,977,619 | $ 5,468,324 | $ 1,509,295 | |||
Balance at the end at Dec. 31, 2021 | (30,898,740) | 0 | (30,899,948) | $ 0 | $ 1,208 | ||
Balance at the end (in shares) at Dec. 31, 2021 | 0 | 12,075,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 5,775,190 | 0 | 5,775,190 | $ 0 | $ 0 | ||
Balance at the end at Mar. 31, 2022 | (25,123,550) | 0 | (25,124,758) | $ 0 | $ 1,208 | ||
Balance at the end (in shares) at Mar. 31, 2022 | 0 | 12,075,000 | |||||
Balance at the beginning at Dec. 31, 2021 | (30,898,740) | 0 | (30,899,948) | $ 0 | $ 1,208 | ||
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 12,075,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 12,460,086 | 9,968,069 | 2,492,017 | ||||
Balance at the end at Jun. 30, 2022 | (19,024,609) | 0 | (19,025,817) | $ 0 | $ 1,208 | ||
Balance at the end (in shares) at Jun. 30, 2022 | 0 | 12,075,000 | |||||
Balance at the beginning at Dec. 31, 2021 | (30,898,740) | 0 | (30,899,948) | $ 0 | $ 1,208 | ||
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 12,075,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Remeasurement adjustment of Class A ordinary shares subject to possible redemption | (4,168,822) | (4,168,822) | |||||
Net income | 15,876,077 | 15,876,077 | 12,700,862 | 3,175,215 | |||
Balance at the end at Dec. 31, 2022 | (19,191,485) | 0 | (19,192,693) | $ 0 | $ 1,208 | ||
Balance at the end (in shares) at Dec. 31, 2022 | 0 | 12,075,000 | |||||
Balance at the beginning at Mar. 31, 2022 | (25,123,550) | 0 | (25,124,758) | $ 0 | $ 1,208 | ||
Balance at the beginning (in shares) at Mar. 31, 2022 | 0 | 12,075,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 6,684,896 | 0 | 6,684,896 | 5,347,917 | $ 0 | 1,336,979 | $ 0 |
Balance at the end at Jun. 30, 2022 | (19,024,609) | 0 | (19,025,817) | $ 0 | $ 1,208 | ||
Balance at the end (in shares) at Jun. 30, 2022 | 0 | 12,075,000 | |||||
Balance at the beginning at Dec. 31, 2022 | (19,191,485) | 0 | (19,192,693) | $ 0 | $ 1,208 | ||
Balance at the beginning (in shares) at Dec. 31, 2022 | 0 | 12,075,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Remeasurement adjustment of Class A ordinary shares subject to possible redemption | (1,417,859) | 0 | (1,417,859) | $ 0 | $ 0 | ||
Net income | (2,780,733) | 0 | (2,780,733) | 0 | 0 | ||
Balance at the end at Mar. 31, 2023 | (23,390,077) | 0 | (23,391,285) | $ 0 | $ 1,208 | ||
Balance at the end (in shares) at Mar. 31, 2023 | 0 | 12,075,000 | |||||
Balance at the beginning at Dec. 31, 2022 | (19,191,485) | 0 | (19,192,693) | $ 0 | $ 1,208 | ||
Balance at the beginning (in shares) at Dec. 31, 2022 | 0 | 12,075,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | (6,029,225) | (1,442,623) | (4,586,602) | ||||
Balance at the end at Jun. 30, 2023 | (15,537,132) | 9,702,408 | (25,240,748) | $ 0 | $ 1,208 | ||
Balance at the end (in shares) at Jun. 30, 2023 | 0 | 12,075,000 | |||||
Balance at the beginning at Mar. 31, 2023 | (23,390,077) | 0 | (23,391,285) | $ 0 | $ 1,208 | ||
Balance at the beginning (in shares) at Mar. 31, 2023 | 0 | 12,075,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Remeasurement adjustment of Class A ordinary shares subject to possible redemption | 1,399,029 | 0 | 1,399,029 | $ 0 | $ 0 | ||
Net income | (3,248,492) | 0 | (3,248,492) | $ (229,611) | 0 | $ (3,018,881) | 0 |
Balance at the end at Jun. 30, 2023 | $ (15,537,132) | $ 9,702,408 | $ (25,240,748) | $ 0 | $ 1,208 | ||
Balance at the end (in shares) at Jun. 30, 2023 | 0 | 12,075,000 |
STATEMENTS OF CASH FLOWS (FY)
STATEMENTS OF CASH FLOWS (FY) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 15,876,077 | $ 6,977,619 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Change in fair value of derivative liabilities | (13,772,685) | (9,503,810) |
Financing costs - warrant liabilities | 0 | 734,320 |
Interest expense | 7,885 | 0 |
Unrealized gain on investments held in Trust Account | (4,299,827) | (50,412) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 564,249 | (604,920) |
Accounts payable | 80,166 | 73,405 |
Accrued expenses | 809,558 | 20,287 |
Accrued expenses - related party | 120,000 | 0 |
Net cash used in operating activities | (614,577) | (2,353,511) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | 0 | (483,000,000) |
Cash withdrawn from Trust Account | 43,317 | 38,100 |
Net cash provided by (used in) investing activities | 43,317 | (482,961,900) |
Cash Flows from Financing Activities: | ||
Proceeds from note payable to related party | 0 | 30,212 |
Repayment of note payable to related party | 0 | (135,000) |
Proceeds from convertible working capital loan | 500,000 | 0 |
Proceeds received from initial public offering, gross | 0 | 483,000,000 |
Proceeds received from private placement | 0 | 12,324,495 |
Offering costs paid | 0 | (9,810,697) |
Net cash (used in) provided by financing activities | 500,000 | 485,409,010 |
Net (decrease) increase in cash | (71,260) | 93,599 |
Cash - beginning of the period | 93,599 | |
Cash - end of the period | 22,339 | 93,599 |
Supplemental disclosure of noncash investing and financing activities: | ||
Increase in redemption value of Class A ordinary shares subject to possible redemption | 4,168,822 | 0 |
Offering costs included in accrued expenses | 0 | 45,000 |
Offering costs paid by related party under promissory note | 0 | 104,788 |
Deferred legal fees | 0 | 250,000 |
Deferred underwriting commissions | 0 | 16,905,000 |
Remeasurement of Class A ordinary shares to redemption amount | $ 0 | $ 39,269,845 |
Description of Organization and
Description of Organization and Business Operations (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Organization and Business Operations | Note 1-Description of Organization and Business Operations RMG Acquisition Corp. III (the “Company”) is a blank check company, also referred to as a special purpose acquisition company (“SPAC”), incorporated as a Cayman Islands exempted company on December 23, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of June 30, 2023, the Company had not yet commenced operations. All activity for the period from December 23, 2020 (inception) through June 30, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), and identifying a target company for an initial Business Combination, which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is RMG Sponsor III, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 4, 2021. On February 9, 2021, the Company consummated its Initial Public Offering of 48,300,000 RMG III Units, including 6,300,000 additional RMG III Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $483.0 million, and incurring offering costs of approximately $27.1 million, of which approximately $16.9 million was for deferred underwriting commissions and $250,000 was for deferred legal fees (Note 7). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 8,216,330 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $12.3 million (Note 5). Upon the closing of the Initial Public Offering and the Private Placement, $483.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and have been invested in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act 1940, as amended, or the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its 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. The Company’s initial Business Combination must be 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 the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, expenses relating to the administration of the trust account and limited withdrawals for working capital). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which will be adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal 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. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers and directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. On January 11, 2023, the Company held an extraordinary general meeting of shareholders for the purpose of approving an amendment to the amended and restated memorandum and articles of association to extend the date by which the Company must complete a business combination from February 9, 2023, to May 9, 2023 (the “Extended Date”), and to allow the Company, without another shareholder vote, to elect to further extend the date to consummate a business combination up to three times by an additional month each time after the Extended Date, upon two days’ advance notice prior to the applicable deadline, for a total of up to six months, to August 9, 2023, if the Company has entered into a definitive business combination agreement (the “First Extension”). In connection with the First Extension, holders of 47,381,598 Class A ordinary shares elected to redeem their Class A ordinary shares for an aggregate of approximately $478 million in cash. On August 4, 2023, the Company held an extraordinary general meeting of shareholders for the purpose of approving an amendment to the amended and restated memorandum and articles of association to extend the date by which the Company must complete a business combination from August 9, 2023 to February 9, 2024 (the “Second Extension”). In addition, the shareholders approved the proposal to amend and restate the Company’s charter to eliminate the limitation that the Company shall not redeem Public Shares to the extent that such redemptions would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions. In connection with the Second Extension, holders of 282,624 Class A ordinary shares elected to redeem their Class A ordinary shares for an aggregate of approximately $2,942,664 in cash. If the Company is unable to complete a Business Combination by February 9, 2024, (the “Combination Period”), the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable, expenses relating to the administration of the trust account and limited withdrawals for working capital), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, expenses relating to the administration of the trust account and limited withdrawals for working capital, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. On June 20, 2023, the Company received a written notice from the Listing Qualifications Department of Nasdaq indicating that the Company is not incompliance with Listing Rule 5550(b)(2) (Market Value Standard), due to our failure to maintain the minimum of $35 million in aggregate market value. The notice also noted that the Company does not meet the requirements under Listing Rules 5550(b)(1) (Equity Standard) and 5550(b)(3) (Net Income Standard). The notice does not impact the listing of the Company’s Class A ordinary shares at this time. The Notice provided that, in accordance with Listing Rule 5810(c)(3)(C) (the “Compliance Period Rule”), the Company has a period of 180 calendar days from the date of the notice, or until December 18, 2023 (the “Compliance Date”), to regain compliance with the market value standard. During this period, Class A ordinary shares will continue to trade on the Nasdaq Capital Market. If at any time before the Compliance Date the Company’s market value of listed securities closes at or above $35 million for a minimum of 10 consecutive business days as required under the Compliance Period Rule, the Listing Qualifications Department will provide written notification to the Company that it has regained compliance with the Market Value Standard and will close the matter (unless the Listing Qualification Department exercises its discretion to extend this 10 business day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H)). If the Company does not regain compliance with the market value standard by the Compliance Date, the Listing Qualifications Department will provide a written notification to the Company that Class A ordinary shares will be subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to a Hearings Panel (the “Panel”). However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination by the Staff to the Panel, such appeal would be successful. The Company intends to monitor its market value of listed securities between now and the Compliance Date, and may, if appropriate, evaluate available options to resolve the deficiency under the market value standard and regain compliance with the market value standard. The Company may also try to comply with another Nasdaq listing criteria, such as the one under Nasdaq Listing Rule 5550(b)(1) (Equity Standard). However, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing criteria. Going Concern As of June 30, 2023, the Company had approximately $35,000 in its operating bank account and a working capital deficit of approximately $6.7 million. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited condensed financial statements are issued. The Company’s liquidity needs to date have been satisfied through a payment of $25,000 from Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 4), the loan of $135,000 from the Sponsor pursuant to the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on February 12, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may provide the Company Working Capital Loans (as defined in Note 4). As of June 30, 2023 and December 31, 2022, there was $850,000 and $500,000, respectively, outstanding under Working Capital Loan. Pursuant to the investment management trust agreement entered into at the Initial Public Offering, the Company is permitted to withdraw funds for working capital requirements. These permitted withdrawals are limited to only the interest available that has been earned in excess of the initial deposit at the Initial Public Offering. As of June 30, 2023 and December 31, 2022, the Company withdrew $578,729 and $43,317, respectively, for working capital purposes. Through the date of this filing the Company withdrew an additional $651,579 from the Trust Account for working capital purposes. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements-Going Concern,” management has determined that the working capital deficit and the mandatory liquidation date and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to complete a business combination by February 9, 2024, then the Company will cease all operations except for the purpose of liquidating. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after February 9, 2024. The unaudited condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. | Note 1-Description of Organization and Business Operations RMG Acquisition Corp. III (the “ Company SPAC Business Combination As of December 31, 2022, the Company had not yet commenced operations. All activity for the period from December 23, 2020 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (the “ Initial Public Offering The Company’s sponsor is RMG Sponsor III, LLC, a Delaware limited liability company (the “ Sponsor Over-Allotment Units Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“ Private Placement Private Placement Warrant Private Placement Warrants Upon the closing of the Initial Public Offering and the Private Placement, $483.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“ Trust Account The Company’s management has broad discretion with respect to the specific application of the net proceeds of its 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. The Company’s initial Business Combination must be 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 the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of Public Shares (the “ Public Shareholders not previously released to the Company to pay its tax obligations, expenses relating to the administration of the trust account and limited withdrawals for working capital). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board’s (“ FASB ASC ASC 480 Amended and Restated Memorandum and Articles of Association SEC Initial Shareholders Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act The Company’s Sponsor, executive officers and directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination by May 9, 2023 or, if the Company has entered into a definitive business combination agreement, August 9, 2023, (the “ Combination Period The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, expenses relating to the administration of the trust account and limited withdrawals for working capital, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “ Securities Act Going Concern As of December 31, 2022, the Company had approximately $22,000 in its operating bank account and a working capital deficit of approximately $1.1 million. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company’s liquidity needs to date have been satisfied through a payment of $25,000 from Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 4), the loan of $135,000 from the Sponsor pursuant to the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on February 12, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may provide the Company Working Capital Loans (as defined in Note 4). As of December 31, 2022 and 2021, there was $500,000 and $0, respectively, outstanding under any Working Capital Loan. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements-Going Concern,” management has determined that the working capital deficit and the mandatory liquidation date and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to complete a business combination by May 9, 2023 (unless such a period is extended as described herein), then the Company will cease all operations except for the purpose of liquidating. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after May 9, 2023 or, if we have entered into a definitive business combination agreement, August 9, 2023. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2-Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company 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”) for interim financial information and Article 10 of Regulation S-X. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements under GAAP and the rules of the SEC. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ended December 31, 2023. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on April 18, 2023. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of June 30, 2023 and December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2023 and December 31, 2022. Cash and Investments Held in Trust Account The Company’s portfolio of investments is comprised of cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. Cash held in the Trust Account is in a demand deposit account that accrues interest monthly. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gain on 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, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. The Trust Account may also contain balances of cash as result of investment activity. Use of Estimates The preparation of unaudited condensed 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 statement. 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the balance sheet. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Working Capital Loan Option On January 19, 2022, the Sponsor agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the Company. On July 27, 2022, the Sponsor agreed to loan the Company up to $475,000. The notes are due upon consummation of our Business Combination, without interest. At the option of the Sponsor, the outstanding principle of the notes may be converted into that number of warrants (“Conversion Warrants”) equal to the outstanding principle of the note divided by $1.50. The option (“Working Capital Loan Option”) to convert the working capital loans into warrants qualifies as an embedded derivative under ASC 815 and is required to be recognized at fair value with subsequent changes in fair value recognized in Company’s statements of operations each reporting period until the loan is repaid or converted. As of June 30, 2023 and December 31, 2022, the fair value of the Working Capital Loan Option was $0, respectively, and the Working Capital Loan is held at cost of $850,000 and $500,000, respectively, see Note 9. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Warrants issued in connection with our Initial Public Offering have subsequently been measured based on the listed market price of such warrants. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred in connection with the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the issuance of the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 918,402 and 48,300,000 Class A ordinary shares subject to possible redemption, respectively, are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. 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. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net (Loss) Income Per Ordinary Share The Company has two classes of shares issued and outstanding: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 17,876,330, of the Company’s Class A ordinary shares in the calculation of diluted net (loss) income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net (loss) income per share is the same as basic net (loss) income per share for the three and six months ended June 30, 2023 and 2022. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share, as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each ordinary share class. For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net (loss) income per common share: Numerator: Allocation of net (loss) income $(229,611) $ (3,018,881) $ 5,347,917 $ 1,336,979 $(1,442,623) $ (4,586,602) $ 9,968,069 $ 2,492,017 Denominator: Basic and diluted weighted average common shares outstanding 918,402 12,075,000 48,300,000 12,075,000 3,797,947 12,075,000 48,300,000 12,075,000 Basic and diluted net (loss) income per common share $ (0.25) $ (0.25) $ 0.11 $ 0.11 $ (0.38) $ (0.38) $ 0.21 $ 0.21 Recent Accounting Pronouncements The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncements if currently adopted would have a material effect on the Company’s unaudited condensed financial statements. | Note 2-Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ GAAP 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 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gain on 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, other than for investments in open-ended money market funds with published daily net asset values (“ NAV Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the balance sheet. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Working Capital Loan Option On January 19, 2022, the Sponsor agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the Company. The note is due upon consummation of our Business Combination, without interest. At the option of the Sponsor, the outstanding principle of $500,000 may be converted into that number of warrants (“ Conversion Warrants Working Capital Loan Option under ASC 815 and is required to be recognized at fair value with subsequent changes in fair value recognized in Company’s statements of operations each reporting period until the loan is repaid or converted. As of December 31, 2022, the fair value of the Working Capital Loan Option was $500,000, see Note 9. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 and ASC Topic 815, “Derivatives and Hedging” (“ ASC 815 The warrants issued in the Initial Public Offering (the “ Public Warrants Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred in connection with the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the issuance of the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, 48,300,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ ASC 740 tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income per Ordinary Share The Company has two classes of shares issued and outstanding: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 17,876,330, of the Company’s Class A ordinary shares in the calculation of diluted net income per share, because their exercise is contingent upon future events and their exercise is contingent upon future events. As a result, diluted net income per share is the same as basic net income per share for the years ended December 31, 2022 and 2021. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share, as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each ordinary share class: For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income (loss) $12,700,862 $ 3,175,215 $ 5,468,324 $ 1,509,295 Denominator: Basic and diluted weighted average common shares outstanding 48,300,000 12,075,000 43,139,178 11,906,712 Basic and diluted net income per common share $ 0.26 $ 0.26 $ 0.13 $ 0.13 Recent Accounting Pronouncements The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncements if currently adopted would have a material effect on the Company’s financial statements. |
Initial Public Offering (Q2)
Initial Public Offering (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering | ||
Initial Public Offering | Note 3-Initial Public Offering On February 9, 2021, the Company consummated its Initial Public Offering of 48,300,000 Units, including 6,300,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $483.0 million, and incurring offering costs of approximately $27.1 million, of which approximately $16.9 million was for deferred underwriting commissions and $250,000 was for deferred legal fees. Each Unit consists of one Class A ordinary share and one-fifth | Note 3-Initial Public Offering On February 9, 2021, the Company consummated its Initial Public Offering of 48,300,000 Units, including 6,300,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $483.0 million, and incurring offering costs of approximately $27.1 million, of which approximately $16.9 million was for deferred underwriting commissions and $250,000 was for deferred legal fees. Each Unit consists of one Class A ordinary share and one-fifth Public Warrant |
Related Party Transactions (Q2)
Related Party Transactions (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 4-Related Party Transactions Founder Shares In December 2020, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for issuance of 10,062,500 ordinary shares (the “Founder Shares”). On January 30, 2021, the Company effectuated a 5-for-6 The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination (x) if the last reported sale price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 8,216,330 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $12.3 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“ Working Capital Loans On December 30, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “ Note On January 19, 2022, the Sponsor agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the Company (the “ January 2022 Note $500,000 had been funded under the January 2022 Note. At the option of the Sponsor, the outstanding principle of $500,000 may be converted into Conversion Warrants equal to the outstanding principle of the January 2022 Note divided by $1.50. Upon funding of the January 2022 Note, the Company recognized the initial fair value of the Working Capital Loan Option of approximately $7,900 as a debt discount, which is classified as a component of the working capital loan and amortized to interest expense over the expected term of the loan. For the three and six months ended June 30, 2023, the Company amortized approximately $0, of the debt discount, classified as interest expense in the accompanying statements of operations. For the three and six months ended June 30, 2023, the Company amortized approximately $2,400 and $4,200, respectively, of the debt discount, classified as interest expense in the accompanying condensed statements of operations. On July 27, 2022, the Sponsor agreed to loan the Company up to $475,000 pursuant to an unsecured, non-interest bearing promissory note (the “ July 2022 Note As of June 30, 2023 and December 31, 2022, the Company had $850,000 and $500,000, respectively, in total borrowings outstanding under the Working Capital Loans. As of June 30, 2023 and December 31, 2022, the carrying value and the principal value of the loan Administrative Services Agreement Commencing on the effective date of the Registration Statement, the Company agreed to pay an affiliate of the Sponsor a total of $20,000 per month for office space, administrative and support services (including salaries). Upon the Company’s liquidation, the Company will cease paying these monthly fees. Upon completion of the Initial Business Combination, the Company will pay to such affiliate an amount equal to $20,000 multiplied by the number of whole months that have elapsed between the date of the completion of the Initial Business Combination and the closing of the Initial Public Offering. The Company incurred $60,000 and $120,000 in expenses The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The audit committee will review on a quarterly basis all payments that were made by us to the Sponsor, directors, officers or the Company’s or any of their respective affiliates. | Note 4-Related Party Transactions Founder Shares In December 2020, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for issuance of 10,062,500 ordinary shares (the “ Founder Shares 5-for-6 The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination (x) if the last reported sale price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 8,216,330 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $12.3 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“ Working Capital Loans 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. On December 30, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “ Note On January 19, 2022, the Sponsor agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the Company. As of December 31, 2022, an aggregate of $500,000 had been funded under the loan agreement. At the option of the Sponsor, the outstanding principle of $500,000 may be converted into Conversion Warrants equal to the outstanding principle of the note divided by $1.50. Upon funding of the loan, the Company recognized the initial fair value of the Working Capital Loan Option of approximately $7,900 as a debt discount, which is classified as a component of the working capital loan and amortized to interest expense over the expected term of the loan. For the year ended December 31, 2022, the Company amortized approximately $8,000, of the debt discount, classified as interest expense in the accompanying statements of operations. On July 27, 2022, the Sponsor agreed to loan the Company up to $475,000 pursuant to an unsecured, non-interest bearing promissory note (the “ July 2022 Note As of December 31, 2022, the Company had $500,000 in borrowings outstanding under the Working Capital Loans. As of December 31, 2022, the carrying value and the principal value of the loan Administrative Services Agreement Commencing on the effective date of the Registration Statement, the Company agreed to pay an affiliate of the Sponsor a total of $20,000 per month for office space, administrative and support services (including salaries). Upon the Company’s liquidation, the Company will cease paying these monthly fees. Upon completion of the Initial Business Combination, the Company will pay to such affiliate an amount equal to $20,000 multiplied by the number of whole months that have elapsed between the date of the completion of the Initial Business Combination and the closing of the Initial Public Offering. The Company incurred approximately $240,000 and $220,000 in expenses The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The audit committee will review on a quarterly basis all payments that were made by us to the Sponsor, directors, officers or the Company’s or any of their respective affiliates. In December 2022, the Company engaged a capital market advisor to assist with the completion of the business combination. The Company agreed to pay the advisor $500,000 in cash and $250,000 paid in equivalent dollar amount in common stock, solely in the event that the Company completes its Business Combination. As of December 31, 2022, the Company determined that a Business Combination is not considered probable. If the fee is determined to be a transaction cost for the Business Combination then the amount payable to the advisor may be accounted for as an expense in the period the liability is recorded. |
Commitments & Contingencies (Q2
Commitments & Contingencies (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Commitments & Contingencies [Abstract] | ||
Commitments & Contingencies | Note 5-Commitments &Contingencies Registration and Shareholder Rights Agreement The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of this prospectus to purchase up to 6,300,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. The underwriter exercised its over-allotment option in full on February 9, 2021. The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $9.7 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $16.9 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. On April 16, 2023, one of the underwriters waived its entitlement to the payment of any deferred fee, of approximately $10,143,000, to be paid under the terms of the underwriting agreement and is no longer serving in any advisor capacity. As a result, the Company recognized $440,592 of income and $9,702,408 was recorded to additional paid-in capital in relation to the reduction of the deferred underwriter fee. As of June 30, 2023 and December 31, 2022, the deferred underwriting fee payable is $6,762,000 and $16,905,000, respectively. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On April 17, 2023, one of the underwriters waived its entitlement to the payment of any deferred fee, of approximately $6,762,000, to be paid under the terms of the underwriting agreement specifically to closing of the Merger Agreement with H2B2 Electrolysis Technologies (“H2B2”). Due to the waiver of the deferred fees being contingent upon the closing of a business combination with H2B2, the deferred underwriting fee remains payable on the unaudited condensed balance sheets until the closing of the business combination with H2B2. Contingent Fee Agreements In December 2022, the Company engaged a capital market advisor to assist with the completion of the business combination. The Company agreed to pay the advisor $500,000 in cash and $250,000 paid in equivalent dollar amount in common stock, solely in the event that the Company completes its Business Combination. As of June 30, 2023, the Company determined that a Business Combination is not considered probable. If the fee is determined to be a transaction cost for the Business Combination then the amount payable to the advisor may be accounted for as an expense in the period the liability is recorded. Risks and Uncertainties Management continues to evaluate the impact of COVID-19 and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. These unaudited condensed 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 are not determinable as of the date of these unaudited condensed financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. Proposed Business Combination On May 9, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and between the Company and H2B2, which provides for, among other things, the deregistration of the Company under the Companies Act (as revised) of the Cayman Islands and the domestication of the Company as a Delaware corporation (the “Domestication”) and, following the Domestication, the merger of H2B2 with and into the Company, with the Company continuing as the surviving corporation (the “Merger” and, together with the Domestication and the other transactions contemplated by the Merger Agreement, the “Transactions”). As a result of the Transactions, H2B2 will cease to exist and the stockholders of H2B2 will become stockholders of the Company. The transactions set forth in the Merger Agreement, including the Domestication and the Merger, will constitute a “Business Combination” as contemplated by the Company’s Amended and Restated Memorandum and Articles of Association. Under the Merger Agreement, the stockholders of H2B2 will receive a number of shares of the domesticated Company’s common stock based on an exchange ratio (the “Exchange Ratio”), the numerator of which is equal to $750 million (which amount will be subject to adjustment in the event that H2B2 issues debt or equity prior to the closing of the Transactions) divided by $10.00, and the denominator of which is equal to the number of outstanding shares of H2B2, including shares that would be issuable upon the exercise in full of all H2B2 options. The holders of H2B2 options will receive the Company’s options equal to the number of shares of H2B2 common stock subject to the H2B2 options multiplied by the Exchange Ratio at an exercise price per share divided by the Exchange Ratio. In connection with the Transactions, the Company, Sponsor, certain of H2B2’s directors and officers and certain former stockholders of H2B2 agreed to enter into lock-up agreements at the closing of the Merger, which will restrict the transfer of (i) a number of shares of the surviving corporation common stock held by such securityholder, as set forth in the lock-up agreement, (ii) any shares of the surviving corporation common stock held issuable upon the exercise or settlement, as applicable, of surviving corporation options held by a securityholder, or (iii) any other securities convertible into or exercisable or exchangeable for surviving corporation common stock held by a securityholder. The lock-up agreements will restrict the transfer until 180 days after the closing of the Merger, subject to limited exceptions and early release provisions set forth under the lock-up agreements. The Merger Agreement contains certain representations and warranties of the parties to the Merger Agreement and consummation of the Transactions is conditioned on approval thereof by the Company’s shareholders and is further conditioned upon, representations and warranties of the parties and other closing conditions. The Merger Agreement may be terminated at any time, but not later than the closing of the Merger, as follows: • by written consent of H2B2 and the Company; • by H2B2 or the Company if any governmental authority has enacted, issued, promulgated, enforced or entered any law or governmental order which has become final and non-appealable and has the effect of making consummation of the transactions contemplated by the Merger Agreement and the Ancillary Agreements (as defined in the Merger Agreement) illegal or otherwise enjoining, preventing or prohibiting the consummation of the transactions contemplated by the Merger Agreement and the Ancillary Agreements (provided that such party did not cause such enactment); • by H2B2 or the Company if the consummation of the Transactions has not occurred on or prior to June 30, 2024, subject to certain automatic extensions, for reasons not primarily due to the terminating party’s breach or violation of the terms of the Merger Agreement; • by H2B2 or the Company if such party disagrees with the final determination of the Closing Date Purchase Price (as defined in the Merger Agreement) by the valuation firm as further described in the Merger Agreement; • by H2B2 if there has been a modification in recommendation of the H2B2 Board with respect to any of the Proposals (as defined in the Merger Agreement); • by H2B2 if the Company has not obtained shareholder approval for the Transactions by reason of the failure to obtain the required vote at a meeting of the Company’s shareholders; • by H2B2 if (i) prior to completion of a Capital Raise Transaction (as defined in the Merger Agreement), a Capital Raise Investor (as defined in the Merger Agreement) or group of Capital Raise Investors, with legal, valid and binding commitments to fund in such Capital Raise Transaction represent in the aggregate at least the Minimum Investment Amount (as defined in the Merger Agreement) object to the Merger and the other transactions contemplated by the Merger Agreement by delivering a written notice to the H2B2 Board by no later than fifteen days following execution of definitive agreements relating to the Capital Raise Transaction after which time no Capital Raise Investor will be entitled to object to the Merger and the other transactions contemplated by the Merger Agreement; provided that, upon receipt of the written notice described above, H2B2 will be required to terminate the Merger Agreement on the tenth • by H2B2 in the event of an uncured breach of any representation, warranty, covenant or agreement on the part of the Company, except if the breach is curable by the Company through the exercise of its reasonable best efforts, then, for a period of up to thirty thirty • by the Company in the event of an uncured breach of any representation, warranty, covenant or agreement on the part of H2B2, except if the breach is curable by H2B2 through the exercise of its reasonable best efforts, then, for a period of up to thirty thirty • by the Company if the H2B2 Stockholder Approval has not been obtained; and • by the Company if an H2B2 stockholder exercises any right or takes any action or fails to take any action required to satisfy the conditions or any closing deliverables required to be delivered under the Merger Agreement that prevents consummation of the Merger and the other transactions contemplated by the Merger Agreement and the Ancillary Agreements. At the closing of the Merger, the Company, the Sponsor and certain of H2B2’s stockholders will enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which the Company agreed to file a shelf registration statement with respect to the registrable securities under the Registration Rights Agreement. The Company also agreed to provide customary “piggyback” registration rights. The Registration Rights Agreement also provides that the Company will pay certain expenses relating to such registrations and indemnify the stockholders against certain liabilities. In connection with the execution of the Merger Agreement, the Sponsor and certain other persons have entered into a Support Agreement (the “Sponsor Support Agreement”) with the Company, pursuant to holders of the Company’s Class B ordinary shares have agreed to, among other things, (i) vote at any meeting or pursuant to any action of written resolution of our shareholders all of their Class B ordinary shares held of record or thereafter acquired in favor of the Transactions and (ii) be bound by certain other covenants and agreements related to the Transactions, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement. In connection with the execution of the Merger Agreement, certain stockholders of H2B2 who hold a majority of the outstanding stock of H2B2 have entered into support agreements pursuant to which they will agree to vote in favor of the Transactions at a meeting called to approve the Transactions by H2B2 stockholders (or to act by written consent approving the Transactions). The summaries of the Merger Agreement and the other agreements to be entered into by the parties are qualified in their entirety by reference to the text of the Merger Agreement and agreements entered into in connection therewith. | Note 5-Commitments & Contingencies Registration and Shareholder Rights Agreement The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of this prospectus to purchase up to 6,300,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. The underwriter exercised its over-allotment option in full on February 9, 2021. The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $9.7 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $16.9 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of COVID-19 and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. These 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 are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | ||
Class A Ordinary Shares Subject to Possible Redemption | Note 6-Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of June 30, 2023 and December 31, 2022, there were 918,402 and 48,300,000 Class A ordinary shares issued and outstanding, respectively, which were all subject to possible redemption and are classified outside of permanent equity in the balance sheets. In connection with the extraordinary general meeting held on January 11, 2023, holders of 47,381,598 shares of the Company’s Class A ordinary shares exercised their right to redeem for a redemption value totaling $478,003,632. During the six months ended June 30, 2023, the Company had withdrawn $578,729 for working capital purposes. During the year ended December 31, 2022, the Company had withdrawn from trust $43,317 for working capital purposes. The Class A ordinary shares issued in the Initial Public Offering were recognized in Class A ordinary shares subject to possible redemption as follows: Class A ordinary shares subject to possible redemption at December 31, 2021 $ 483,000,000 Increase in redemption value of Class A ordinary shares subject to possible redeem 4,168,822 Class A ordinary shares subject to possible redemption at December 31, 2022 487,168,822 Redemptions of Class A ordinary shares (478,003,632) Increase in redemption value of Class A ordinary shares subject to possible redeem 18,830 Class A ordinary shares subject to possible redemption at June 30, 2023 $ | Note 6-Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of December 31, 2022 and 2021, there were 48,300,000 Class A ordinary shares issued and outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the balance sheets. The Class A ordinary shares issued in the Initial Public Offering were recognized in Class A ordinary shares subject to possible redemption as follows: Gross Proceeds $483,000,000 Less: Offering costs allocated to Class A shares subject to possible redemption (26,406,165) Proceeds allocated to Public Warrants at issuance (12,863,680) Plus: Accrection on Class A ordinary shares subject to possible redemption amount 39,269,845 Class A ordinary shares subject to possible redemption at December 31, 2021 483,000,000 Increase in redemption value of Class A ordinary shares subject to possible redeem 4,168,822 Class A ordinary shares subject to possible redemption at December 31, 2022 $487,168,822 |
Shareholders' Deficit (Q2)
Shareholders' Deficit (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Shareholders' (Deficit) Equity [Abstract] | ||
Shareholders' (Deficit) Equity | Note 7-Shareholders’ Deficit Preference Shares - The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share. At June 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding. Class A Ordinary Shares - The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. At June 30, 2023 and December 31, 2022, there were 918,402 and 48,300,000 shares issued and outstanding, all of which are subject to possible redemption and have been classified as temporary equity (see Note 7). Class B Ordinary Shares - The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. On February 9, 2021, 10,062,500 Class B ordinary shares were issued and outstanding. On January 30, 2021, the Company effectuated a 5-for-6 Only holders of Class B ordinary shares will have the right to vote on the election of directors prior to the initial Business Combination. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the shareholders, except as required by law. Each ordinary share will have one vote on all such matters. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one. | Note 7-Shareholders’ Equity Preference Shares - The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share. At December 31, 2022 and 2021, there were no preference shares issued or outstanding. Class A Ordinary Shares - The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. At December 31, 2022 and 2021, there were 48,300,000 shares issued and outstanding, all of which are subject to possible redemption and have been classified as temporary equity (see Note 7). Class B Ordinary Shares - The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. On February 9, 2021, 10,062,500 Class B ordinary shares were issued and outstanding. On January 30, 2021, the Company effectuated a 5-for- 6 Only holders of Class B ordinary shares will have the right to vote on the election of directors prior to the initial Business Combination. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the shareholders, except as required by law. Each ordinary share will have one vote on all such matters. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Derivative Warrant Liabilities [Abstract] | ||
Derivative Warrant Liabilities | Note 8-Derivative Warrant Liabilities As of June 30, 2023 and December 31, 2022, the Company had 9,660,000 and 8,216,330 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, requires holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to 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, the $18.00 per share redemption trigger price described under “Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under the caption “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The 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 ordinary shares issuable upon 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 non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30 - trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A ordinary shares shall mean the average reported last sale price of Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the Company be required to net cash settle any warrant. 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. | Note 8-Derivative Warrant Liabilities As of December 31, 2022 and 2021, the Company had 9,660,000 and 8,216,330 Public Warrants and Private Placement Warrants, respectively, outstanding. As of December 31, 2020, the Company did not have any Public Warrants or Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, requires holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “ Newly Issued Price Market Value The 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 ordinary shares issuable upon 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 non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30 - trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A ordinary shares shall mean the average reported last sale price of Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the Company be required to net cash settle any warrant. 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements (Q2)
Fair Value Measurements (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | Note 9-Fair Value Measurements At June 30, 2023, cash held in the Trust Account was comprised of $10,186,300 held in a demand deposit account that accrues interest monthly. During the six months ended June 30, 2023, the Company had withdrawn $578,729 for working capital purposes. At December 31, 2022, assets held in the Trust Account was comprised of $487,268,822 held in money market funds which are primarily invested in U.S. Treasury securities. During the year ended December 31, 2022, the Company had withdrawn from trust $43,317 for working capital purposes. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. June 30, 2023 Description Level 1 Level 2 Level 3 Assets: Cash held in Trust Account $10,186,300 $— $ — Liabilities: Derivative liabilities - Public Warrants $ $— $ — Derivative liabilities - Private Warrants $ — $— $904,618 December 31, 2022 Description Level 1 Level 2 Level 3 Assets: Investments held in Trust Account - Money Market Funds $487,268,822 $— $ — Liabilities: Derivative liabilities - Public Warrants $ 289,800 $— $ — Derivative liabilities - Private Warrants $ — $— $246,500 There were no other transfers between levels for the period ended June 30, 2023 and December 31, 2022. Level 1 assets include investments in cash, money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. For the period ended June 30, 2023 and December 31, 2022, the Company recognized a change to the statement of operations resulting from a decrease in the fair value of liabilities of approximately $1.4 million and $13.8 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility for its Private Placement Warrants based on the implied volatility from the Company’s traded warrants and from historical volatility of select peer companies ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: Private Warrants Private Warrants As of December 31, 2022 As of June 30, 2023 Stock price $10.09 $11.28 Volatility 6.9% 0.1% Expected life of the options to convert 5.47 0.88 Risk-free rate 4.73% 5.42% Dividend yield — — Working Capital Loan Option December 31, 2022 June 30, 2023 Strike price of debt conversion $1.50 $1.50 Volatility 6.9% 0.1% Expected life of the options to convert 5.47 5.31 Risk-free rate 4.72% 4.13% Dividend yield — — The change in the level 3 fair value of the derivative warrant liabilities for the period ended June 30, 2023 and December 31, 2022 is summarized as follows: Private Warrants Derivative warrant liabilities at December 31, 2022 $ 246,500 Change in fair value of derivative warrant liabilities 944,868 Derivative warrant liabilities at March 31, 2023 1,191,368 Change in fair value of derivative warrant liabilities (286,750) Derivative warrant liabilities at June 30, 2023 $ 904,618 Derivative warrant liabilities at December 31, 2021 $ 6,573,100 Change in fair value of derivative warrant liabilities (2,946,400) Derivative warrant liabilities at March 31, 2022 3,626,700 Change in fair value of derivative warrant liabilities (2,969,400) Derivative warrant liabilities at June 30, 2022 $ 657,300 The change in the fair value of the Working Capital Loan Option measured with Level 3 inputs for the period ended June 30, 2023 and December 31, 2022 is summarized as follows: Balance at December 31, 2021 $ — Initial fair value of the Working Capital Loan Option 7,885 Change in fair value (7,885) Balance at December 31, 2022 and June 30, 2023 $ — | Note 9-Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. DECEMBER 31, 2022 Description Level 1 Level 2 Level 3 Assets: Investments held in Trust Account - Money Market Funds $487,268,822 $— $ — Liabilities: Derivative liabilities - Public Warrants $ 289,800 $— $ — Derivative liabilities - Private Warrants $ — $— $246,500 DECEMBER 31, 2021 Description Level 1 Level 2 Level 3 Assets: Investments held in Trust Account - U.S. Treasury Securities $483,012,312 $— $ — Liabilities: Derivative liabilities - Public Warrants $ 7,728,000 $— $ — Derivative liabilities - Private Warrants $ — $— $6,573,100 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in March 2021, upon trading of the Public Warrants in an active market. There were no other transfers between levels for the years ended December 31, 2022 and 2021. Level 1 assets include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. For the years ended December 31, 2022 and 2021, the Company recognized a change to the statement of operations resulting from a decrease in the fair value of liabilities of approximately $13.8 million and $9.5 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility for its Private Placement Warrants based on the implied volatility from the Company’s traded warrants and from historical volatility of select peer companies ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: Private Warrants Private Warrants As of December 31, 2022 As of December 31, 2021 Stock price $10.09 $9.77 Volatility 6.9% 15.3% Expected life of the options to convert 5.47 5.60 Risk-free rate 4.73% 1.32% Dividend yield — — Working Capital Loan Option December 31, 2022 Strike price of debt conversion $1.50 Volatility 6.9% Expected life of the options to convert 5.47 Risk-free rate 4.72% Dividend yield — The change in the level 3 fair value of the derivative warrant liabilities for the years ended December 31, 2022 and 2021 is summarized as follows: Public Warrants Private Warrants Total Derivative warrant liabilities at December 31, 2020 $ — $ — $ — Issuance of Public and Private Warrants 12,863,680 10,941,230 23,804,910 Transfer of Public Warrants to Level 1 (13,524,000) — (13,524,000) Change in fair value of derivative warrant liabilities 660,320 (4,368,130) (3,707,810) Derivative warrant liabilities at December 31, 2021 — 6,573,100 6,573,100 Change in fair value of derivative — (6,326,600) (6,326,600) Derivative warrant liabilities at December 31, 2022 $ — $ 246,500 $ 246,500 The change in the fair value of the Working Capital Loan Option measured with Level 3 inputs for the year ended December 31, 2022 is summarized as follows: Balance at December 31, 2021 $ — Initial fair value of the Working Capital Loan Option 7,885 Change in fair value (7,885) Balance at December 31, 2022 $ — |
Subsequent Events (Q2)
Subsequent Events (Q2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 10-Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were available to be issued. Based upon this review, the Company determined that, there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements, except as disclosed below. Through the date of this filing the Company withdrew an additional $651,579 from the Trust Account for working capital purposes. On August 4, 2023, the Company held an extraordinary general meeting of shareholders for the purpose of approving an amendment to the amended and restated memorandum and articles of association to extend the date by which the Company must complete a business combination from August 9, 2023, to February 9, 2024. In addition, the shareholders approved the proposal to amend and restate the Company’s charter to eliminate the limitation that the Company shall not redeem Public Shares to the extent that such redemptions would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions. In connection with the Second Extension, holders of 282,624 Class A ordinary shares elected to redeem their Class A ordinary shares for an aggregate of approximately $2,942,664 in cash. On November 6, 2023, D. James Carpenter resigned from the Board and on November 7, 2023, D. James Carpenter was appointed as Executive Vice President and Robert S. Mancini was appointed as Chairman of the Board. Mr. Mancini will also continue to serve as Chief Executive Officer of the Company. | Note 10-Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date financial statements were available to be issued. Based upon this review, the Company determined that, except as disclosed below, there have been no events that have occurred that would require adjustments to the disclosures in the financial statements, except as disclosed below. On January 4, 2023, the Company entered into a non-binding letter of intent (“ LOI H2B2 Target energy systems, services, and equipment. Under the terms of the LOI, the Company and H2B2 would be become a combined entity, with H2B2’s existing equity holders continuing to hold substantially all of their equity in the combined public company. We expect to announce additional details regarding the proposed business combination when a definitive merger agreement is executed, which is expected in the first half of 2023. On January 11, 2023, the Company held an extraordinary general meeting of shareholders for the purpose of approving an amendment to the amended and restated memorandum and articles of association to extend the date by which the Company must complete a business combination from February 9, 2023, to May 9, 2023 (the “ Extended Date First Extension In connection with the First Extension, a total of 260 shareholders elected to redeem an aggregate of 47,381,598 Class A ordinary shares, representing approximately 98.10% of our issued and outstanding Class A ordinary shares, for an aggregate of approximately $478,003,632 in cash. Subsequent to the redemption, 918,402 Class A ordinary shares remained outstanding. In March 2023, the Company borrowed $250,000 under the July 2022 Note. |
Description of Organization a_2
Description of Organization and Business Operations (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Organization and Business Operations | Note 1-Description of Organization and Business Operations RMG Acquisition Corp. III (the “Company”) is a blank check company, also referred to as a special purpose acquisition company (“SPAC”), incorporated as a Cayman Islands exempted company on December 23, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of June 30, 2023, the Company had not yet commenced operations. All activity for the period from December 23, 2020 (inception) through June 30, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), and identifying a target company for an initial Business Combination, which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is RMG Sponsor III, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 4, 2021. On February 9, 2021, the Company consummated its Initial Public Offering of 48,300,000 RMG III Units, including 6,300,000 additional RMG III Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $483.0 million, and incurring offering costs of approximately $27.1 million, of which approximately $16.9 million was for deferred underwriting commissions and $250,000 was for deferred legal fees (Note 7). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 8,216,330 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $12.3 million (Note 5). Upon the closing of the Initial Public Offering and the Private Placement, $483.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and have been invested in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act 1940, as amended, or the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its 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. The Company’s initial Business Combination must be 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 the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, expenses relating to the administration of the trust account and limited withdrawals for working capital). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which will be adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal 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. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers and directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. On January 11, 2023, the Company held an extraordinary general meeting of shareholders for the purpose of approving an amendment to the amended and restated memorandum and articles of association to extend the date by which the Company must complete a business combination from February 9, 2023, to May 9, 2023 (the “Extended Date”), and to allow the Company, without another shareholder vote, to elect to further extend the date to consummate a business combination up to three times by an additional month each time after the Extended Date, upon two days’ advance notice prior to the applicable deadline, for a total of up to six months, to August 9, 2023, if the Company has entered into a definitive business combination agreement (the “First Extension”). In connection with the First Extension, holders of 47,381,598 Class A ordinary shares elected to redeem their Class A ordinary shares for an aggregate of approximately $478 million in cash. On August 4, 2023, the Company held an extraordinary general meeting of shareholders for the purpose of approving an amendment to the amended and restated memorandum and articles of association to extend the date by which the Company must complete a business combination from August 9, 2023 to February 9, 2024 (the “Second Extension”). In addition, the shareholders approved the proposal to amend and restate the Company’s charter to eliminate the limitation that the Company shall not redeem Public Shares to the extent that such redemptions would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions. In connection with the Second Extension, holders of 282,624 Class A ordinary shares elected to redeem their Class A ordinary shares for an aggregate of approximately $2,942,664 in cash. If the Company is unable to complete a Business Combination by February 9, 2024, (the “Combination Period”), the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable, expenses relating to the administration of the trust account and limited withdrawals for working capital), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, expenses relating to the administration of the trust account and limited withdrawals for working capital, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. On June 20, 2023, the Company received a written notice from the Listing Qualifications Department of Nasdaq indicating that the Company is not incompliance with Listing Rule 5550(b)(2) (Market Value Standard), due to our failure to maintain the minimum of $35 million in aggregate market value. The notice also noted that the Company does not meet the requirements under Listing Rules 5550(b)(1) (Equity Standard) and 5550(b)(3) (Net Income Standard). The notice does not impact the listing of the Company’s Class A ordinary shares at this time. The Notice provided that, in accordance with Listing Rule 5810(c)(3)(C) (the “Compliance Period Rule”), the Company has a period of 180 calendar days from the date of the notice, or until December 18, 2023 (the “Compliance Date”), to regain compliance with the market value standard. During this period, Class A ordinary shares will continue to trade on the Nasdaq Capital Market. If at any time before the Compliance Date the Company’s market value of listed securities closes at or above $35 million for a minimum of 10 consecutive business days as required under the Compliance Period Rule, the Listing Qualifications Department will provide written notification to the Company that it has regained compliance with the Market Value Standard and will close the matter (unless the Listing Qualification Department exercises its discretion to extend this 10 business day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H)). If the Company does not regain compliance with the market value standard by the Compliance Date, the Listing Qualifications Department will provide a written notification to the Company that Class A ordinary shares will be subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to a Hearings Panel (the “Panel”). However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination by the Staff to the Panel, such appeal would be successful. The Company intends to monitor its market value of listed securities between now and the Compliance Date, and may, if appropriate, evaluate available options to resolve the deficiency under the market value standard and regain compliance with the market value standard. The Company may also try to comply with another Nasdaq listing criteria, such as the one under Nasdaq Listing Rule 5550(b)(1) (Equity Standard). However, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing criteria. Going Concern As of June 30, 2023, the Company had approximately $35,000 in its operating bank account and a working capital deficit of approximately $6.7 million. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited condensed financial statements are issued. The Company’s liquidity needs to date have been satisfied through a payment of $25,000 from Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 4), the loan of $135,000 from the Sponsor pursuant to the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on February 12, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may provide the Company Working Capital Loans (as defined in Note 4). As of June 30, 2023 and December 31, 2022, there was $850,000 and $500,000, respectively, outstanding under Working Capital Loan. Pursuant to the investment management trust agreement entered into at the Initial Public Offering, the Company is permitted to withdraw funds for working capital requirements. These permitted withdrawals are limited to only the interest available that has been earned in excess of the initial deposit at the Initial Public Offering. As of June 30, 2023 and December 31, 2022, the Company withdrew $578,729 and $43,317, respectively, for working capital purposes. Through the date of this filing the Company withdrew an additional $651,579 from the Trust Account for working capital purposes. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements-Going Concern,” management has determined that the working capital deficit and the mandatory liquidation date and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to complete a business combination by February 9, 2024, then the Company will cease all operations except for the purpose of liquidating. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after February 9, 2024. The unaudited condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. | Note 1-Description of Organization and Business Operations RMG Acquisition Corp. III (the “ Company SPAC Business Combination As of December 31, 2022, the Company had not yet commenced operations. All activity for the period from December 23, 2020 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (the “ Initial Public Offering The Company’s sponsor is RMG Sponsor III, LLC, a Delaware limited liability company (the “ Sponsor Over-Allotment Units Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“ Private Placement Private Placement Warrant Private Placement Warrants Upon the closing of the Initial Public Offering and the Private Placement, $483.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“ Trust Account The Company’s management has broad discretion with respect to the specific application of the net proceeds of its 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. The Company’s initial Business Combination must be 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 the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of Public Shares (the “ Public Shareholders not previously released to the Company to pay its tax obligations, expenses relating to the administration of the trust account and limited withdrawals for working capital). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board’s (“ FASB ASC ASC 480 Amended and Restated Memorandum and Articles of Association SEC Initial Shareholders Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act The Company’s Sponsor, executive officers and directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination by May 9, 2023 or, if the Company has entered into a definitive business combination agreement, August 9, 2023, (the “ Combination Period The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, expenses relating to the administration of the trust account and limited withdrawals for working capital, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “ Securities Act Going Concern As of December 31, 2022, the Company had approximately $22,000 in its operating bank account and a working capital deficit of approximately $1.1 million. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company’s liquidity needs to date have been satisfied through a payment of $25,000 from Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 4), the loan of $135,000 from the Sponsor pursuant to the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on February 12, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may provide the Company Working Capital Loans (as defined in Note 4). As of December 31, 2022 and 2021, there was $500,000 and $0, respectively, outstanding under any Working Capital Loan. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements-Going Concern,” management has determined that the working capital deficit and the mandatory liquidation date and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to complete a business combination by May 9, 2023 (unless such a period is extended as described herein), then the Company will cease all operations except for the purpose of liquidating. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after May 9, 2023 or, if we have entered into a definitive business combination agreement, August 9, 2023. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2-Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company 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”) for interim financial information and Article 10 of Regulation S-X. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements under GAAP and the rules of the SEC. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ended December 31, 2023. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on April 18, 2023. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of June 30, 2023 and December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2023 and December 31, 2022. Cash and Investments Held in Trust Account The Company’s portfolio of investments is comprised of cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. Cash held in the Trust Account is in a demand deposit account that accrues interest monthly. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gain on 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, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. The Trust Account may also contain balances of cash as result of investment activity. Use of Estimates The preparation of unaudited condensed 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 statement. 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the balance sheet. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Working Capital Loan Option On January 19, 2022, the Sponsor agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the Company. On July 27, 2022, the Sponsor agreed to loan the Company up to $475,000. The notes are due upon consummation of our Business Combination, without interest. At the option of the Sponsor, the outstanding principle of the notes may be converted into that number of warrants (“Conversion Warrants”) equal to the outstanding principle of the note divided by $1.50. The option (“Working Capital Loan Option”) to convert the working capital loans into warrants qualifies as an embedded derivative under ASC 815 and is required to be recognized at fair value with subsequent changes in fair value recognized in Company’s statements of operations each reporting period until the loan is repaid or converted. As of June 30, 2023 and December 31, 2022, the fair value of the Working Capital Loan Option was $0, respectively, and the Working Capital Loan is held at cost of $850,000 and $500,000, respectively, see Note 9. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Warrants issued in connection with our Initial Public Offering have subsequently been measured based on the listed market price of such warrants. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred in connection with the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the issuance of the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 918,402 and 48,300,000 Class A ordinary shares subject to possible redemption, respectively, are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. 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. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net (Loss) Income Per Ordinary Share The Company has two classes of shares issued and outstanding: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 17,876,330, of the Company’s Class A ordinary shares in the calculation of diluted net (loss) income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net (loss) income per share is the same as basic net (loss) income per share for the three and six months ended June 30, 2023 and 2022. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share, as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each ordinary share class. For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net (loss) income per common share: Numerator: Allocation of net (loss) income $(229,611) $ (3,018,881) $ 5,347,917 $ 1,336,979 $(1,442,623) $ (4,586,602) $ 9,968,069 $ 2,492,017 Denominator: Basic and diluted weighted average common shares outstanding 918,402 12,075,000 48,300,000 12,075,000 3,797,947 12,075,000 48,300,000 12,075,000 Basic and diluted net (loss) income per common share $ (0.25) $ (0.25) $ 0.11 $ 0.11 $ (0.38) $ (0.38) $ 0.21 $ 0.21 Recent Accounting Pronouncements The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncements if currently adopted would have a material effect on the Company’s unaudited condensed financial statements. | Note 2-Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ GAAP 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 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gain on 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, other than for investments in open-ended money market funds with published daily net asset values (“ NAV Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the balance sheet. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Working Capital Loan Option On January 19, 2022, the Sponsor agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the Company. The note is due upon consummation of our Business Combination, without interest. At the option of the Sponsor, the outstanding principle of $500,000 may be converted into that number of warrants (“ Conversion Warrants Working Capital Loan Option under ASC 815 and is required to be recognized at fair value with subsequent changes in fair value recognized in Company’s statements of operations each reporting period until the loan is repaid or converted. As of December 31, 2022, the fair value of the Working Capital Loan Option was $500,000, see Note 9. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 and ASC Topic 815, “Derivatives and Hedging” (“ ASC 815 The warrants issued in the Initial Public Offering (the “ Public Warrants Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred in connection with the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the issuance of the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, 48,300,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ ASC 740 tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income per Ordinary Share The Company has two classes of shares issued and outstanding: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 17,876,330, of the Company’s Class A ordinary shares in the calculation of diluted net income per share, because their exercise is contingent upon future events and their exercise is contingent upon future events. As a result, diluted net income per share is the same as basic net income per share for the years ended December 31, 2022 and 2021. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share, as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each ordinary share class: For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income (loss) $12,700,862 $ 3,175,215 $ 5,468,324 $ 1,509,295 Denominator: Basic and diluted weighted average common shares outstanding 48,300,000 12,075,000 43,139,178 11,906,712 Basic and diluted net income per common share $ 0.26 $ 0.26 $ 0.13 $ 0.13 Recent Accounting Pronouncements The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncements if currently adopted would have a material effect on the Company’s financial statements. |
Initial Public Offering (FY)
Initial Public Offering (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering | ||
Initial Public Offering | Note 3-Initial Public Offering On February 9, 2021, the Company consummated its Initial Public Offering of 48,300,000 Units, including 6,300,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $483.0 million, and incurring offering costs of approximately $27.1 million, of which approximately $16.9 million was for deferred underwriting commissions and $250,000 was for deferred legal fees. Each Unit consists of one Class A ordinary share and one-fifth | Note 3-Initial Public Offering On February 9, 2021, the Company consummated its Initial Public Offering of 48,300,000 Units, including 6,300,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $483.0 million, and incurring offering costs of approximately $27.1 million, of which approximately $16.9 million was for deferred underwriting commissions and $250,000 was for deferred legal fees. Each Unit consists of one Class A ordinary share and one-fifth Public Warrant |
Related Party Transactions (FY)
Related Party Transactions (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 4-Related Party Transactions Founder Shares In December 2020, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for issuance of 10,062,500 ordinary shares (the “Founder Shares”). On January 30, 2021, the Company effectuated a 5-for-6 The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination (x) if the last reported sale price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 8,216,330 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $12.3 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“ Working Capital Loans On December 30, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “ Note On January 19, 2022, the Sponsor agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the Company (the “ January 2022 Note $500,000 had been funded under the January 2022 Note. At the option of the Sponsor, the outstanding principle of $500,000 may be converted into Conversion Warrants equal to the outstanding principle of the January 2022 Note divided by $1.50. Upon funding of the January 2022 Note, the Company recognized the initial fair value of the Working Capital Loan Option of approximately $7,900 as a debt discount, which is classified as a component of the working capital loan and amortized to interest expense over the expected term of the loan. For the three and six months ended June 30, 2023, the Company amortized approximately $0, of the debt discount, classified as interest expense in the accompanying statements of operations. For the three and six months ended June 30, 2023, the Company amortized approximately $2,400 and $4,200, respectively, of the debt discount, classified as interest expense in the accompanying condensed statements of operations. On July 27, 2022, the Sponsor agreed to loan the Company up to $475,000 pursuant to an unsecured, non-interest bearing promissory note (the “ July 2022 Note As of June 30, 2023 and December 31, 2022, the Company had $850,000 and $500,000, respectively, in total borrowings outstanding under the Working Capital Loans. As of June 30, 2023 and December 31, 2022, the carrying value and the principal value of the loan Administrative Services Agreement Commencing on the effective date of the Registration Statement, the Company agreed to pay an affiliate of the Sponsor a total of $20,000 per month for office space, administrative and support services (including salaries). Upon the Company’s liquidation, the Company will cease paying these monthly fees. Upon completion of the Initial Business Combination, the Company will pay to such affiliate an amount equal to $20,000 multiplied by the number of whole months that have elapsed between the date of the completion of the Initial Business Combination and the closing of the Initial Public Offering. The Company incurred $60,000 and $120,000 in expenses The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The audit committee will review on a quarterly basis all payments that were made by us to the Sponsor, directors, officers or the Company’s or any of their respective affiliates. | Note 4-Related Party Transactions Founder Shares In December 2020, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for issuance of 10,062,500 ordinary shares (the “ Founder Shares 5-for-6 The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination (x) if the last reported sale price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 8,216,330 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $12.3 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“ Working Capital Loans 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. On December 30, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “ Note On January 19, 2022, the Sponsor agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the Company. As of December 31, 2022, an aggregate of $500,000 had been funded under the loan agreement. At the option of the Sponsor, the outstanding principle of $500,000 may be converted into Conversion Warrants equal to the outstanding principle of the note divided by $1.50. Upon funding of the loan, the Company recognized the initial fair value of the Working Capital Loan Option of approximately $7,900 as a debt discount, which is classified as a component of the working capital loan and amortized to interest expense over the expected term of the loan. For the year ended December 31, 2022, the Company amortized approximately $8,000, of the debt discount, classified as interest expense in the accompanying statements of operations. On July 27, 2022, the Sponsor agreed to loan the Company up to $475,000 pursuant to an unsecured, non-interest bearing promissory note (the “ July 2022 Note As of December 31, 2022, the Company had $500,000 in borrowings outstanding under the Working Capital Loans. As of December 31, 2022, the carrying value and the principal value of the loan Administrative Services Agreement Commencing on the effective date of the Registration Statement, the Company agreed to pay an affiliate of the Sponsor a total of $20,000 per month for office space, administrative and support services (including salaries). Upon the Company’s liquidation, the Company will cease paying these monthly fees. Upon completion of the Initial Business Combination, the Company will pay to such affiliate an amount equal to $20,000 multiplied by the number of whole months that have elapsed between the date of the completion of the Initial Business Combination and the closing of the Initial Public Offering. The Company incurred approximately $240,000 and $220,000 in expenses The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The audit committee will review on a quarterly basis all payments that were made by us to the Sponsor, directors, officers or the Company’s or any of their respective affiliates. In December 2022, the Company engaged a capital market advisor to assist with the completion of the business combination. The Company agreed to pay the advisor $500,000 in cash and $250,000 paid in equivalent dollar amount in common stock, solely in the event that the Company completes its Business Combination. As of December 31, 2022, the Company determined that a Business Combination is not considered probable. If the fee is determined to be a transaction cost for the Business Combination then the amount payable to the advisor may be accounted for as an expense in the period the liability is recorded. |
Commitments & Contingencies (FY
Commitments & Contingencies (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Commitments & Contingencies [Abstract] | ||
Commitments & Contingencies | Note 5-Commitments &Contingencies Registration and Shareholder Rights Agreement The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of this prospectus to purchase up to 6,300,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. The underwriter exercised its over-allotment option in full on February 9, 2021. The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $9.7 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $16.9 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. On April 16, 2023, one of the underwriters waived its entitlement to the payment of any deferred fee, of approximately $10,143,000, to be paid under the terms of the underwriting agreement and is no longer serving in any advisor capacity. As a result, the Company recognized $440,592 of income and $9,702,408 was recorded to additional paid-in capital in relation to the reduction of the deferred underwriter fee. As of June 30, 2023 and December 31, 2022, the deferred underwriting fee payable is $6,762,000 and $16,905,000, respectively. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On April 17, 2023, one of the underwriters waived its entitlement to the payment of any deferred fee, of approximately $6,762,000, to be paid under the terms of the underwriting agreement specifically to closing of the Merger Agreement with H2B2 Electrolysis Technologies (“H2B2”). Due to the waiver of the deferred fees being contingent upon the closing of a business combination with H2B2, the deferred underwriting fee remains payable on the unaudited condensed balance sheets until the closing of the business combination with H2B2. Contingent Fee Agreements In December 2022, the Company engaged a capital market advisor to assist with the completion of the business combination. The Company agreed to pay the advisor $500,000 in cash and $250,000 paid in equivalent dollar amount in common stock, solely in the event that the Company completes its Business Combination. As of June 30, 2023, the Company determined that a Business Combination is not considered probable. If the fee is determined to be a transaction cost for the Business Combination then the amount payable to the advisor may be accounted for as an expense in the period the liability is recorded. Risks and Uncertainties Management continues to evaluate the impact of COVID-19 and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. These unaudited condensed 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 are not determinable as of the date of these unaudited condensed financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. Proposed Business Combination On May 9, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and between the Company and H2B2, which provides for, among other things, the deregistration of the Company under the Companies Act (as revised) of the Cayman Islands and the domestication of the Company as a Delaware corporation (the “Domestication”) and, following the Domestication, the merger of H2B2 with and into the Company, with the Company continuing as the surviving corporation (the “Merger” and, together with the Domestication and the other transactions contemplated by the Merger Agreement, the “Transactions”). As a result of the Transactions, H2B2 will cease to exist and the stockholders of H2B2 will become stockholders of the Company. The transactions set forth in the Merger Agreement, including the Domestication and the Merger, will constitute a “Business Combination” as contemplated by the Company’s Amended and Restated Memorandum and Articles of Association. Under the Merger Agreement, the stockholders of H2B2 will receive a number of shares of the domesticated Company’s common stock based on an exchange ratio (the “Exchange Ratio”), the numerator of which is equal to $750 million (which amount will be subject to adjustment in the event that H2B2 issues debt or equity prior to the closing of the Transactions) divided by $10.00, and the denominator of which is equal to the number of outstanding shares of H2B2, including shares that would be issuable upon the exercise in full of all H2B2 options. The holders of H2B2 options will receive the Company’s options equal to the number of shares of H2B2 common stock subject to the H2B2 options multiplied by the Exchange Ratio at an exercise price per share divided by the Exchange Ratio. In connection with the Transactions, the Company, Sponsor, certain of H2B2’s directors and officers and certain former stockholders of H2B2 agreed to enter into lock-up agreements at the closing of the Merger, which will restrict the transfer of (i) a number of shares of the surviving corporation common stock held by such securityholder, as set forth in the lock-up agreement, (ii) any shares of the surviving corporation common stock held issuable upon the exercise or settlement, as applicable, of surviving corporation options held by a securityholder, or (iii) any other securities convertible into or exercisable or exchangeable for surviving corporation common stock held by a securityholder. The lock-up agreements will restrict the transfer until 180 days after the closing of the Merger, subject to limited exceptions and early release provisions set forth under the lock-up agreements. The Merger Agreement contains certain representations and warranties of the parties to the Merger Agreement and consummation of the Transactions is conditioned on approval thereof by the Company’s shareholders and is further conditioned upon, representations and warranties of the parties and other closing conditions. The Merger Agreement may be terminated at any time, but not later than the closing of the Merger, as follows: • by written consent of H2B2 and the Company; • by H2B2 or the Company if any governmental authority has enacted, issued, promulgated, enforced or entered any law or governmental order which has become final and non-appealable and has the effect of making consummation of the transactions contemplated by the Merger Agreement and the Ancillary Agreements (as defined in the Merger Agreement) illegal or otherwise enjoining, preventing or prohibiting the consummation of the transactions contemplated by the Merger Agreement and the Ancillary Agreements (provided that such party did not cause such enactment); • by H2B2 or the Company if the consummation of the Transactions has not occurred on or prior to June 30, 2024, subject to certain automatic extensions, for reasons not primarily due to the terminating party’s breach or violation of the terms of the Merger Agreement; • by H2B2 or the Company if such party disagrees with the final determination of the Closing Date Purchase Price (as defined in the Merger Agreement) by the valuation firm as further described in the Merger Agreement; • by H2B2 if there has been a modification in recommendation of the H2B2 Board with respect to any of the Proposals (as defined in the Merger Agreement); • by H2B2 if the Company has not obtained shareholder approval for the Transactions by reason of the failure to obtain the required vote at a meeting of the Company’s shareholders; • by H2B2 if (i) prior to completion of a Capital Raise Transaction (as defined in the Merger Agreement), a Capital Raise Investor (as defined in the Merger Agreement) or group of Capital Raise Investors, with legal, valid and binding commitments to fund in such Capital Raise Transaction represent in the aggregate at least the Minimum Investment Amount (as defined in the Merger Agreement) object to the Merger and the other transactions contemplated by the Merger Agreement by delivering a written notice to the H2B2 Board by no later than fifteen days following execution of definitive agreements relating to the Capital Raise Transaction after which time no Capital Raise Investor will be entitled to object to the Merger and the other transactions contemplated by the Merger Agreement; provided that, upon receipt of the written notice described above, H2B2 will be required to terminate the Merger Agreement on the tenth • by H2B2 in the event of an uncured breach of any representation, warranty, covenant or agreement on the part of the Company, except if the breach is curable by the Company through the exercise of its reasonable best efforts, then, for a period of up to thirty thirty • by the Company in the event of an uncured breach of any representation, warranty, covenant or agreement on the part of H2B2, except if the breach is curable by H2B2 through the exercise of its reasonable best efforts, then, for a period of up to thirty thirty • by the Company if the H2B2 Stockholder Approval has not been obtained; and • by the Company if an H2B2 stockholder exercises any right or takes any action or fails to take any action required to satisfy the conditions or any closing deliverables required to be delivered under the Merger Agreement that prevents consummation of the Merger and the other transactions contemplated by the Merger Agreement and the Ancillary Agreements. At the closing of the Merger, the Company, the Sponsor and certain of H2B2’s stockholders will enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which the Company agreed to file a shelf registration statement with respect to the registrable securities under the Registration Rights Agreement. The Company also agreed to provide customary “piggyback” registration rights. The Registration Rights Agreement also provides that the Company will pay certain expenses relating to such registrations and indemnify the stockholders against certain liabilities. In connection with the execution of the Merger Agreement, the Sponsor and certain other persons have entered into a Support Agreement (the “Sponsor Support Agreement”) with the Company, pursuant to holders of the Company’s Class B ordinary shares have agreed to, among other things, (i) vote at any meeting or pursuant to any action of written resolution of our shareholders all of their Class B ordinary shares held of record or thereafter acquired in favor of the Transactions and (ii) be bound by certain other covenants and agreements related to the Transactions, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement. In connection with the execution of the Merger Agreement, certain stockholders of H2B2 who hold a majority of the outstanding stock of H2B2 have entered into support agreements pursuant to which they will agree to vote in favor of the Transactions at a meeting called to approve the Transactions by H2B2 stockholders (or to act by written consent approving the Transactions). The summaries of the Merger Agreement and the other agreements to be entered into by the parties are qualified in their entirety by reference to the text of the Merger Agreement and agreements entered into in connection therewith. | Note 5-Commitments & Contingencies Registration and Shareholder Rights Agreement The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of this prospectus to purchase up to 6,300,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. The underwriter exercised its over-allotment option in full on February 9, 2021. The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $9.7 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $16.9 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of COVID-19 and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. These 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 are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | ||
Class A Ordinary Shares Subject to Possible Redemption | Note 6-Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of June 30, 2023 and December 31, 2022, there were 918,402 and 48,300,000 Class A ordinary shares issued and outstanding, respectively, which were all subject to possible redemption and are classified outside of permanent equity in the balance sheets. In connection with the extraordinary general meeting held on January 11, 2023, holders of 47,381,598 shares of the Company’s Class A ordinary shares exercised their right to redeem for a redemption value totaling $478,003,632. During the six months ended June 30, 2023, the Company had withdrawn $578,729 for working capital purposes. During the year ended December 31, 2022, the Company had withdrawn from trust $43,317 for working capital purposes. The Class A ordinary shares issued in the Initial Public Offering were recognized in Class A ordinary shares subject to possible redemption as follows: Class A ordinary shares subject to possible redemption at December 31, 2021 $ 483,000,000 Increase in redemption value of Class A ordinary shares subject to possible redeem 4,168,822 Class A ordinary shares subject to possible redemption at December 31, 2022 487,168,822 Redemptions of Class A ordinary shares (478,003,632) Increase in redemption value of Class A ordinary shares subject to possible redeem 18,830 Class A ordinary shares subject to possible redemption at June 30, 2023 $ | Note 6-Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of December 31, 2022 and 2021, there were 48,300,000 Class A ordinary shares issued and outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the balance sheets. The Class A ordinary shares issued in the Initial Public Offering were recognized in Class A ordinary shares subject to possible redemption as follows: Gross Proceeds $483,000,000 Less: Offering costs allocated to Class A shares subject to possible redemption (26,406,165) Proceeds allocated to Public Warrants at issuance (12,863,680) Plus: Accrection on Class A ordinary shares subject to possible redemption amount 39,269,845 Class A ordinary shares subject to possible redemption at December 31, 2021 483,000,000 Increase in redemption value of Class A ordinary shares subject to possible redeem 4,168,822 Class A ordinary shares subject to possible redemption at December 31, 2022 $487,168,822 |
Shareholders' (Deficit) Equity
Shareholders' (Deficit) Equity (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Shareholders' (Deficit) Equity [Abstract] | ||
Shareholders' (Deficit) Equity | Note 7-Shareholders’ Deficit Preference Shares - The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share. At June 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding. Class A Ordinary Shares - The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. At June 30, 2023 and December 31, 2022, there were 918,402 and 48,300,000 shares issued and outstanding, all of which are subject to possible redemption and have been classified as temporary equity (see Note 7). Class B Ordinary Shares - The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. On February 9, 2021, 10,062,500 Class B ordinary shares were issued and outstanding. On January 30, 2021, the Company effectuated a 5-for-6 Only holders of Class B ordinary shares will have the right to vote on the election of directors prior to the initial Business Combination. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the shareholders, except as required by law. Each ordinary share will have one vote on all such matters. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one. | Note 7-Shareholders’ Equity Preference Shares - The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share. At December 31, 2022 and 2021, there were no preference shares issued or outstanding. Class A Ordinary Shares - The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. At December 31, 2022 and 2021, there were 48,300,000 shares issued and outstanding, all of which are subject to possible redemption and have been classified as temporary equity (see Note 7). Class B Ordinary Shares - The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. On February 9, 2021, 10,062,500 Class B ordinary shares were issued and outstanding. On January 30, 2021, the Company effectuated a 5-for- 6 Only holders of Class B ordinary shares will have the right to vote on the election of directors prior to the initial Business Combination. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the shareholders, except as required by law. Each ordinary share will have one vote on all such matters. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one. |
Derivative Warrant Liabilitie_2
Derivative Warrant Liabilities (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Derivative Warrant Liabilities [Abstract] | ||
Derivative Warrant Liabilities | Note 8-Derivative Warrant Liabilities As of June 30, 2023 and December 31, 2022, the Company had 9,660,000 and 8,216,330 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, requires holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to 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, the $18.00 per share redemption trigger price described under “Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under the caption “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The 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 ordinary shares issuable upon 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 non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30 - trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A ordinary shares shall mean the average reported last sale price of Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the Company be required to net cash settle any warrant. 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. | Note 8-Derivative Warrant Liabilities As of December 31, 2022 and 2021, the Company had 9,660,000 and 8,216,330 Public Warrants and Private Placement Warrants, respectively, outstanding. As of December 31, 2020, the Company did not have any Public Warrants or Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, requires holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “ Newly Issued Price Market Value The 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 ordinary shares issuable upon 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 non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30 - trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A ordinary shares shall mean the average reported last sale price of Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the Company be required to net cash settle any warrant. 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements (FY)
Fair Value Measurements (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | Note 9-Fair Value Measurements At June 30, 2023, cash held in the Trust Account was comprised of $10,186,300 held in a demand deposit account that accrues interest monthly. During the six months ended June 30, 2023, the Company had withdrawn $578,729 for working capital purposes. At December 31, 2022, assets held in the Trust Account was comprised of $487,268,822 held in money market funds which are primarily invested in U.S. Treasury securities. During the year ended December 31, 2022, the Company had withdrawn from trust $43,317 for working capital purposes. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. June 30, 2023 Description Level 1 Level 2 Level 3 Assets: Cash held in Trust Account $10,186,300 $— $ — Liabilities: Derivative liabilities - Public Warrants $ $— $ — Derivative liabilities - Private Warrants $ — $— $904,618 December 31, 2022 Description Level 1 Level 2 Level 3 Assets: Investments held in Trust Account - Money Market Funds $487,268,822 $— $ — Liabilities: Derivative liabilities - Public Warrants $ 289,800 $— $ — Derivative liabilities - Private Warrants $ — $— $246,500 There were no other transfers between levels for the period ended June 30, 2023 and December 31, 2022. Level 1 assets include investments in cash, money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. For the period ended June 30, 2023 and December 31, 2022, the Company recognized a change to the statement of operations resulting from a decrease in the fair value of liabilities of approximately $1.4 million and $13.8 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility for its Private Placement Warrants based on the implied volatility from the Company’s traded warrants and from historical volatility of select peer companies ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: Private Warrants Private Warrants As of December 31, 2022 As of June 30, 2023 Stock price $10.09 $11.28 Volatility 6.9% 0.1% Expected life of the options to convert 5.47 0.88 Risk-free rate 4.73% 5.42% Dividend yield — — Working Capital Loan Option December 31, 2022 June 30, 2023 Strike price of debt conversion $1.50 $1.50 Volatility 6.9% 0.1% Expected life of the options to convert 5.47 5.31 Risk-free rate 4.72% 4.13% Dividend yield — — The change in the level 3 fair value of the derivative warrant liabilities for the period ended June 30, 2023 and December 31, 2022 is summarized as follows: Private Warrants Derivative warrant liabilities at December 31, 2022 $ 246,500 Change in fair value of derivative warrant liabilities 944,868 Derivative warrant liabilities at March 31, 2023 1,191,368 Change in fair value of derivative warrant liabilities (286,750) Derivative warrant liabilities at June 30, 2023 $ 904,618 Derivative warrant liabilities at December 31, 2021 $ 6,573,100 Change in fair value of derivative warrant liabilities (2,946,400) Derivative warrant liabilities at March 31, 2022 3,626,700 Change in fair value of derivative warrant liabilities (2,969,400) Derivative warrant liabilities at June 30, 2022 $ 657,300 The change in the fair value of the Working Capital Loan Option measured with Level 3 inputs for the period ended June 30, 2023 and December 31, 2022 is summarized as follows: Balance at December 31, 2021 $ — Initial fair value of the Working Capital Loan Option 7,885 Change in fair value (7,885) Balance at December 31, 2022 and June 30, 2023 $ — | Note 9-Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. DECEMBER 31, 2022 Description Level 1 Level 2 Level 3 Assets: Investments held in Trust Account - Money Market Funds $487,268,822 $— $ — Liabilities: Derivative liabilities - Public Warrants $ 289,800 $— $ — Derivative liabilities - Private Warrants $ — $— $246,500 DECEMBER 31, 2021 Description Level 1 Level 2 Level 3 Assets: Investments held in Trust Account - U.S. Treasury Securities $483,012,312 $— $ — Liabilities: Derivative liabilities - Public Warrants $ 7,728,000 $— $ — Derivative liabilities - Private Warrants $ — $— $6,573,100 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in March 2021, upon trading of the Public Warrants in an active market. There were no other transfers between levels for the years ended December 31, 2022 and 2021. Level 1 assets include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. For the years ended December 31, 2022 and 2021, the Company recognized a change to the statement of operations resulting from a decrease in the fair value of liabilities of approximately $13.8 million and $9.5 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility for its Private Placement Warrants based on the implied volatility from the Company’s traded warrants and from historical volatility of select peer companies ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: Private Warrants Private Warrants As of December 31, 2022 As of December 31, 2021 Stock price $10.09 $9.77 Volatility 6.9% 15.3% Expected life of the options to convert 5.47 5.60 Risk-free rate 4.73% 1.32% Dividend yield — — Working Capital Loan Option December 31, 2022 Strike price of debt conversion $1.50 Volatility 6.9% Expected life of the options to convert 5.47 Risk-free rate 4.72% Dividend yield — The change in the level 3 fair value of the derivative warrant liabilities for the years ended December 31, 2022 and 2021 is summarized as follows: Public Warrants Private Warrants Total Derivative warrant liabilities at December 31, 2020 $ — $ — $ — Issuance of Public and Private Warrants 12,863,680 10,941,230 23,804,910 Transfer of Public Warrants to Level 1 (13,524,000) — (13,524,000) Change in fair value of derivative warrant liabilities 660,320 (4,368,130) (3,707,810) Derivative warrant liabilities at December 31, 2021 — 6,573,100 6,573,100 Change in fair value of derivative — (6,326,600) (6,326,600) Derivative warrant liabilities at December 31, 2022 $ — $ 246,500 $ 246,500 The change in the fair value of the Working Capital Loan Option measured with Level 3 inputs for the year ended December 31, 2022 is summarized as follows: Balance at December 31, 2021 $ — Initial fair value of the Working Capital Loan Option 7,885 Change in fair value (7,885) Balance at December 31, 2022 $ — |
Subsequent Events (FY)
Subsequent Events (FY) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 10-Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were available to be issued. Based upon this review, the Company determined that, there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements, except as disclosed below. Through the date of this filing the Company withdrew an additional $651,579 from the Trust Account for working capital purposes. On August 4, 2023, the Company held an extraordinary general meeting of shareholders for the purpose of approving an amendment to the amended and restated memorandum and articles of association to extend the date by which the Company must complete a business combination from August 9, 2023, to February 9, 2024. In addition, the shareholders approved the proposal to amend and restate the Company’s charter to eliminate the limitation that the Company shall not redeem Public Shares to the extent that such redemptions would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions. In connection with the Second Extension, holders of 282,624 Class A ordinary shares elected to redeem their Class A ordinary shares for an aggregate of approximately $2,942,664 in cash. On November 6, 2023, D. James Carpenter resigned from the Board and on November 7, 2023, D. James Carpenter was appointed as Executive Vice President and Robert S. Mancini was appointed as Chairman of the Board. Mr. Mancini will also continue to serve as Chief Executive Officer of the Company. | Note 10-Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date financial statements were available to be issued. Based upon this review, the Company determined that, except as disclosed below, there have been no events that have occurred that would require adjustments to the disclosures in the financial statements, except as disclosed below. On January 4, 2023, the Company entered into a non-binding letter of intent (“ LOI H2B2 Target energy systems, services, and equipment. Under the terms of the LOI, the Company and H2B2 would be become a combined entity, with H2B2’s existing equity holders continuing to hold substantially all of their equity in the combined public company. We expect to announce additional details regarding the proposed business combination when a definitive merger agreement is executed, which is expected in the first half of 2023. On January 11, 2023, the Company held an extraordinary general meeting of shareholders for the purpose of approving an amendment to the amended and restated memorandum and articles of association to extend the date by which the Company must complete a business combination from February 9, 2023, to May 9, 2023 (the “ Extended Date First Extension In connection with the First Extension, a total of 260 shareholders elected to redeem an aggregate of 47,381,598 Class A ordinary shares, representing approximately 98.10% of our issued and outstanding Class A ordinary shares, for an aggregate of approximately $478,003,632 in cash. Subsequent to the redemption, 918,402 Class A ordinary shares remained outstanding. In March 2023, the Company borrowed $250,000 under the July 2022 Note. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Q2) (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 financial statements of the Company 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”) for interim financial information and Article 10 of Regulation S-X. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements under GAAP and the rules of the SEC. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ended December 31, 2023. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on April 18, 2023. | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ GAAP |
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 Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company 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 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of June 30, 2023 and December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2023 and December 31, 2022. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021. |
Cash and Investments Held in Trust Account | Cash and Investments Held in Trust Account The Company’s portfolio of investments is comprised of cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. Cash held in the Trust Account is in a demand deposit account that accrues interest monthly. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gain on 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, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. The Trust Account may also contain balances of cash as result of investment activity. | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gain on 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, other than for investments in open-ended money market funds with published daily net asset values (“ NAV |
Use of Estimates | Use of Estimates The preparation of unaudited condensed 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 statement. 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the balance sheet. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the balance sheet. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Working Capital Loan Option | Working Capital Loan Option On January 19, 2022, the Sponsor agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the Company. On July 27, 2022, the Sponsor agreed to loan the Company up to $475,000. The notes are due upon consummation of our Business Combination, without interest. At the option of the Sponsor, the outstanding principle of the notes may be converted into that number of warrants (“Conversion Warrants”) equal to the outstanding principle of the note divided by $1.50. The option (“Working Capital Loan Option”) to convert the working capital loans into warrants qualifies as an embedded derivative under ASC 815 and is required to be recognized at fair value with subsequent changes in fair value recognized in Company’s statements of operations each reporting period until the loan is repaid or converted. As of June 30, 2023 and December 31, 2022, the fair value of the Working Capital Loan Option was $0, respectively, and the Working Capital Loan is held at cost of $850,000 and $500,000, respectively, see Note 9. | Working Capital Loan Option On January 19, 2022, the Sponsor agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the Company. The note is due upon consummation of our Business Combination, without interest. At the option of the Sponsor, the outstanding principle of $500,000 may be converted into that number of warrants (“ Conversion Warrants Working Capital Loan Option under ASC 815 and is required to be recognized at fair value with subsequent changes in fair value recognized in Company’s statements of operations each reporting period until the loan is repaid or converted. As of December 31, 2022, the fair value of the Working Capital Loan Option was $500,000, see Note 9. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Warrants issued in connection with our Initial Public Offering have subsequently been measured based on the listed market price of such warrants. | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 and ASC Topic 815, “Derivatives and Hedging” (“ ASC 815 The warrants issued in the Initial Public Offering (the “ Public Warrants |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred in connection with the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the issuance of the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred in connection with the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the issuance of the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 918,402 and 48,300,000 Class A ordinary shares subject to possible redemption, respectively, are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, 48,300,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. 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. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. 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 complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ ASC 740 tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) Per Ordinary Share | Net (Loss) Income Per Ordinary Share The Company has two classes of shares issued and outstanding: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 17,876,330, of the Company’s Class A ordinary shares in the calculation of diluted net (loss) income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net (loss) income per share is the same as basic net (loss) income per share for the three and six months ended June 30, 2023 and 2022. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share, as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each ordinary share class. For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net (loss) income per common share: Numerator: Allocation of net (loss) income $(229,611) $ (3,018,881) $ 5,347,917 $ 1,336,979 $(1,442,623) $ (4,586,602) $ 9,968,069 $ 2,492,017 Denominator: Basic and diluted weighted average common shares outstanding 918,402 12,075,000 48,300,000 12,075,000 3,797,947 12,075,000 48,300,000 12,075,000 Basic and diluted net (loss) income per common share $ (0.25) $ (0.25) $ 0.11 $ 0.11 $ (0.38) $ (0.38) $ 0.21 $ 0.21 | Net Income per Ordinary Share The Company has two classes of shares issued and outstanding: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 17,876,330, of the Company’s Class A ordinary shares in the calculation of diluted net income per share, because their exercise is contingent upon future events and their exercise is contingent upon future events. As a result, diluted net income per share is the same as basic net income per share for the years ended December 31, 2022 and 2021. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share, as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each ordinary share class: For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income (loss) $12,700,862 $ 3,175,215 $ 5,468,324 $ 1,509,295 Denominator: Basic and diluted weighted average common shares outstanding 48,300,000 12,075,000 43,139,178 11,906,712 Basic and diluted net income per common share $ 0.26 $ 0.26 $ 0.13 $ 0.13 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncements if currently adopted would have a material effect on the Company’s unaudited condensed financial statements. | Recent Accounting Pronouncements The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncements if currently adopted would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (FY) (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 financial statements of the Company 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”) for interim financial information and Article 10 of Regulation S-X. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements under GAAP and the rules of the SEC. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ended December 31, 2023. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on April 18, 2023. | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ GAAP |
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 Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company 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 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of June 30, 2023 and December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2023 and December 31, 2022. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021. |
Investments Held in Trust Account | Cash and Investments Held in Trust Account The Company’s portfolio of investments is comprised of cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. Cash held in the Trust Account is in a demand deposit account that accrues interest monthly. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gain on 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, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. The Trust Account may also contain balances of cash as result of investment activity. | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gain on 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, other than for investments in open-ended money market funds with published daily net asset values (“ NAV |
Use of Estimates | Use of Estimates The preparation of unaudited condensed 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 statement. 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the balance sheet. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the balance sheet. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Working Capital Loan Option | Working Capital Loan Option On January 19, 2022, the Sponsor agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the Company. On July 27, 2022, the Sponsor agreed to loan the Company up to $475,000. The notes are due upon consummation of our Business Combination, without interest. At the option of the Sponsor, the outstanding principle of the notes may be converted into that number of warrants (“Conversion Warrants”) equal to the outstanding principle of the note divided by $1.50. The option (“Working Capital Loan Option”) to convert the working capital loans into warrants qualifies as an embedded derivative under ASC 815 and is required to be recognized at fair value with subsequent changes in fair value recognized in Company’s statements of operations each reporting period until the loan is repaid or converted. As of June 30, 2023 and December 31, 2022, the fair value of the Working Capital Loan Option was $0, respectively, and the Working Capital Loan is held at cost of $850,000 and $500,000, respectively, see Note 9. | Working Capital Loan Option On January 19, 2022, the Sponsor agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the Company. The note is due upon consummation of our Business Combination, without interest. At the option of the Sponsor, the outstanding principle of $500,000 may be converted into that number of warrants (“ Conversion Warrants Working Capital Loan Option under ASC 815 and is required to be recognized at fair value with subsequent changes in fair value recognized in Company’s statements of operations each reporting period until the loan is repaid or converted. As of December 31, 2022, the fair value of the Working Capital Loan Option was $500,000, see Note 9. |
Derivative warrant liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Warrants issued in connection with our Initial Public Offering have subsequently been measured based on the listed market price of such warrants. | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 and ASC Topic 815, “Derivatives and Hedging” (“ ASC 815 The warrants issued in the Initial Public Offering (the “ Public Warrants |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred in connection with the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the issuance of the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred in connection with the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the issuance of the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 918,402 and 48,300,000 Class A ordinary shares subject to possible redemption, respectively, are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, 48,300,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. 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. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. 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 complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ ASC 740 tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income Per Ordinary Share | Net (Loss) Income Per Ordinary Share The Company has two classes of shares issued and outstanding: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 17,876,330, of the Company’s Class A ordinary shares in the calculation of diluted net (loss) income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net (loss) income per share is the same as basic net (loss) income per share for the three and six months ended June 30, 2023 and 2022. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share, as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each ordinary share class. For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net (loss) income per common share: Numerator: Allocation of net (loss) income $(229,611) $ (3,018,881) $ 5,347,917 $ 1,336,979 $(1,442,623) $ (4,586,602) $ 9,968,069 $ 2,492,017 Denominator: Basic and diluted weighted average common shares outstanding 918,402 12,075,000 48,300,000 12,075,000 3,797,947 12,075,000 48,300,000 12,075,000 Basic and diluted net (loss) income per common share $ (0.25) $ (0.25) $ 0.11 $ 0.11 $ (0.38) $ (0.38) $ 0.21 $ 0.21 | Net Income per Ordinary Share The Company has two classes of shares issued and outstanding: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 17,876,330, of the Company’s Class A ordinary shares in the calculation of diluted net income per share, because their exercise is contingent upon future events and their exercise is contingent upon future events. As a result, diluted net income per share is the same as basic net income per share for the years ended December 31, 2022 and 2021. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share, as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each ordinary share class: For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income (loss) $12,700,862 $ 3,175,215 $ 5,468,324 $ 1,509,295 Denominator: Basic and diluted weighted average common shares outstanding 48,300,000 12,075,000 43,139,178 11,906,712 Basic and diluted net income per common share $ 0.26 $ 0.26 $ 0.13 $ 0.13 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncements if currently adopted would have a material effect on the Company’s unaudited condensed financial statements. | Recent Accounting Pronouncements The Company’s management does not believe there are any recently issued, but not yet effective, accounting pronouncements if currently adopted would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Q2) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Summary of Class A Ordinary Shares Subject to Possible Redemtion is Excluded from Earning Per Share | The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each ordinary share class. For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net (loss) income per common share: Numerator: Allocation of net (loss) income $(229,611) $ (3,018,881) $ 5,347,917 $ 1,336,979 $(1,442,623) $ (4,586,602) $ 9,968,069 $ 2,492,017 Denominator: Basic and diluted weighted average common shares outstanding 918,402 12,075,000 48,300,000 12,075,000 3,797,947 12,075,000 48,300,000 12,075,000 Basic and diluted net (loss) income per common share $ (0.25) $ (0.25) $ 0.11 $ 0.11 $ (0.38) $ (0.38) $ 0.21 $ 0.21 | The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each ordinary share class: For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income (loss) $12,700,862 $ 3,175,215 $ 5,468,324 $ 1,509,295 Denominator: Basic and diluted weighted average common shares outstanding 48,300,000 12,075,000 43,139,178 11,906,712 Basic and diluted net income per common share $ 0.26 $ 0.26 $ 0.13 $ 0.13 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Q2) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | ||
Summary Of Ordinary shares Issued Recognized in Class A Ordinary Shares Subject To Possible Redemption | The Class A ordinary shares issued in the Initial Public Offering were recognized in Class A ordinary shares subject to possible redemption as follows: Class A ordinary shares subject to possible redemption at December 31, 2021 $ 483,000,000 Increase in redemption value of Class A ordinary shares subject to possible redeem 4,168,822 Class A ordinary shares subject to possible redemption at December 31, 2022 487,168,822 Redemptions of Class A ordinary shares (478,003,632) Increase in redemption value of Class A ordinary shares subject to possible redeem 18,830 Class A ordinary shares subject to possible redemption at June 30, 2023 $ | The Class A ordinary shares issued in the Initial Public Offering were recognized in Class A ordinary shares subject to possible redemption as follows: Gross Proceeds $483,000,000 Less: Offering costs allocated to Class A shares subject to possible redemption (26,406,165) Proceeds allocated to Public Warrants at issuance (12,863,680) Plus: Accrection on Class A ordinary shares subject to possible redemption amount 39,269,845 Class A ordinary shares subject to possible redemption at December 31, 2021 483,000,000 Increase in redemption value of Class A ordinary shares subject to possible redeem 4,168,822 Class A ordinary shares subject to possible redemption at December 31, 2022 $487,168,822 |
Fair Value Measurements (Q2) (T
Fair Value Measurements (Q2) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Schedule of company's assets 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 as of June 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. June 30, 2023 Description Level 1 Level 2 Level 3 Assets: Cash held in Trust Account $10,186,300 $— $ — Liabilities: Derivative liabilities - Public Warrants $ $— $ — Derivative liabilities - Private Warrants $ — $— $904,618 December 31, 2022 Description Level 1 Level 2 Level 3 Assets: Investments held in Trust Account - Money Market Funds $487,268,822 $— $ — Liabilities: Derivative liabilities - Public Warrants $ 289,800 $— $ — Derivative liabilities - Private Warrants $ — $— $246,500 | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. DECEMBER 31, 2022 Description Level 1 Level 2 Level 3 Assets: Investments held in Trust Account - Money Market Funds $487,268,822 $— $ — Liabilities: Derivative liabilities - Public Warrants $ 289,800 $— $ — Derivative liabilities - Private Warrants $ — $— $246,500 DECEMBER 31, 2021 Description Level 1 Level 2 Level 3 Assets: Investments held in Trust Account - U.S. Treasury Securities $483,012,312 $— $ — Liabilities: Derivative liabilities - Public Warrants $ 7,728,000 $— $ — Derivative liabilities - Private Warrants $ — $— $6,573,100 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: Private Warrants Private Warrants As of December 31, 2022 As of June 30, 2023 Stock price $10.09 $11.28 Volatility 6.9% 0.1% Expected life of the options to convert 5.47 0.88 Risk-free rate 4.73% 5.42% Dividend yield — — Working Capital Loan Option December 31, 2022 June 30, 2023 Strike price of debt conversion $1.50 $1.50 Volatility 6.9% 0.1% Expected life of the options to convert 5.47 5.31 Risk-free rate 4.72% 4.13% Dividend yield — — | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: Private Warrants Private Warrants As of December 31, 2022 As of December 31, 2021 Stock price $10.09 $9.77 Volatility 6.9% 15.3% Expected life of the options to convert 5.47 5.60 Risk-free rate 4.73% 1.32% Dividend yield — — Working Capital Loan Option December 31, 2022 Strike price of debt conversion $1.50 Volatility 6.9% Expected life of the options to convert 5.47 Risk-free rate 4.72% Dividend yield — |
Schedule of change in the fair value of the warrant liabilities | The change in the level 3 fair value of the derivative warrant liabilities for the period ended June 30, 2023 and December 31, 2022 is summarized as follows: Private Warrants Derivative warrant liabilities at December 31, 2022 $ 246,500 Change in fair value of derivative warrant liabilities 944,868 Derivative warrant liabilities at March 31, 2023 1,191,368 Change in fair value of derivative warrant liabilities (286,750) Derivative warrant liabilities at June 30, 2023 $ 904,618 Derivative warrant liabilities at December 31, 2021 $ 6,573,100 Change in fair value of derivative warrant liabilities (2,946,400) Derivative warrant liabilities at March 31, 2022 3,626,700 Change in fair value of derivative warrant liabilities (2,969,400) Derivative warrant liabilities at June 30, 2022 $ 657,300 The change in the fair value of the Working Capital Loan Option measured with Level 3 inputs for the period ended June 30, 2023 and December 31, 2022 is summarized as follows: Balance at December 31, 2021 $ — Initial fair value of the Working Capital Loan Option 7,885 Change in fair value (7,885) Balance at December 31, 2022 and June 30, 2023 $ — | The change in the level 3 fair value of the derivative warrant liabilities for the years ended December 31, 2022 and 2021 is summarized as follows: Public Warrants Private Warrants Total Derivative warrant liabilities at December 31, 2020 $ — $ — $ — Issuance of Public and Private Warrants 12,863,680 10,941,230 23,804,910 Transfer of Public Warrants to Level 1 (13,524,000) — (13,524,000) Change in fair value of derivative warrant liabilities 660,320 (4,368,130) (3,707,810) Derivative warrant liabilities at December 31, 2021 — 6,573,100 6,573,100 Change in fair value of derivative — (6,326,600) (6,326,600) Derivative warrant liabilities at December 31, 2022 $ — $ 246,500 $ 246,500 The change in the fair value of the Working Capital Loan Option measured with Level 3 inputs for the year ended December 31, 2022 is summarized as follows: Balance at December 31, 2021 $ — Initial fair value of the Working Capital Loan Option 7,885 Change in fair value (7,885) Balance at December 31, 2022 $ — |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (FY) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Summary of Class A Ordinary Shares Subject to Possible Redemtion is Excluded from Earning Per Share | The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each ordinary share class. For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net (loss) income per common share: Numerator: Allocation of net (loss) income $(229,611) $ (3,018,881) $ 5,347,917 $ 1,336,979 $(1,442,623) $ (4,586,602) $ 9,968,069 $ 2,492,017 Denominator: Basic and diluted weighted average common shares outstanding 918,402 12,075,000 48,300,000 12,075,000 3,797,947 12,075,000 48,300,000 12,075,000 Basic and diluted net (loss) income per common share $ (0.25) $ (0.25) $ 0.11 $ 0.11 $ (0.38) $ (0.38) $ 0.21 $ 0.21 | The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each ordinary share class: For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income (loss) $12,700,862 $ 3,175,215 $ 5,468,324 $ 1,509,295 Denominator: Basic and diluted weighted average common shares outstanding 48,300,000 12,075,000 43,139,178 11,906,712 Basic and diluted net income per common share $ 0.26 $ 0.26 $ 0.13 $ 0.13 |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject to Possible Redemption (FY) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | ||
Summary Of Ordinary shares Issued Rrecognized in Class A Ordinary Shares Subject To Possible Redemption | The Class A ordinary shares issued in the Initial Public Offering were recognized in Class A ordinary shares subject to possible redemption as follows: Class A ordinary shares subject to possible redemption at December 31, 2021 $ 483,000,000 Increase in redemption value of Class A ordinary shares subject to possible redeem 4,168,822 Class A ordinary shares subject to possible redemption at December 31, 2022 487,168,822 Redemptions of Class A ordinary shares (478,003,632) Increase in redemption value of Class A ordinary shares subject to possible redeem 18,830 Class A ordinary shares subject to possible redemption at June 30, 2023 $ | The Class A ordinary shares issued in the Initial Public Offering were recognized in Class A ordinary shares subject to possible redemption as follows: Gross Proceeds $483,000,000 Less: Offering costs allocated to Class A shares subject to possible redemption (26,406,165) Proceeds allocated to Public Warrants at issuance (12,863,680) Plus: Accrection on Class A ordinary shares subject to possible redemption amount 39,269,845 Class A ordinary shares subject to possible redemption at December 31, 2021 483,000,000 Increase in redemption value of Class A ordinary shares subject to possible redeem 4,168,822 Class A ordinary shares subject to possible redemption at December 31, 2022 $487,168,822 |
Fair Value Measurements (FY) (T
Fair Value Measurements (FY) (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Schedule of company's assets 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 as of June 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. June 30, 2023 Description Level 1 Level 2 Level 3 Assets: Cash held in Trust Account $10,186,300 $— $ — Liabilities: Derivative liabilities - Public Warrants $ $— $ — Derivative liabilities - Private Warrants $ — $— $904,618 December 31, 2022 Description Level 1 Level 2 Level 3 Assets: Investments held in Trust Account - Money Market Funds $487,268,822 $— $ — Liabilities: Derivative liabilities - Public Warrants $ 289,800 $— $ — Derivative liabilities - Private Warrants $ — $— $246,500 | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. DECEMBER 31, 2022 Description Level 1 Level 2 Level 3 Assets: Investments held in Trust Account - Money Market Funds $487,268,822 $— $ — Liabilities: Derivative liabilities - Public Warrants $ 289,800 $— $ — Derivative liabilities - Private Warrants $ — $— $246,500 DECEMBER 31, 2021 Description Level 1 Level 2 Level 3 Assets: Investments held in Trust Account - U.S. Treasury Securities $483,012,312 $— $ — Liabilities: Derivative liabilities - Public Warrants $ 7,728,000 $— $ — Derivative liabilities - Private Warrants $ — $— $6,573,100 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: Private Warrants Private Warrants As of December 31, 2022 As of June 30, 2023 Stock price $10.09 $11.28 Volatility 6.9% 0.1% Expected life of the options to convert 5.47 0.88 Risk-free rate 4.73% 5.42% Dividend yield — — Working Capital Loan Option December 31, 2022 June 30, 2023 Strike price of debt conversion $1.50 $1.50 Volatility 6.9% 0.1% Expected life of the options to convert 5.47 5.31 Risk-free rate 4.72% 4.13% Dividend yield — — | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: Private Warrants Private Warrants As of December 31, 2022 As of December 31, 2021 Stock price $10.09 $9.77 Volatility 6.9% 15.3% Expected life of the options to convert 5.47 5.60 Risk-free rate 4.73% 1.32% Dividend yield — — Working Capital Loan Option December 31, 2022 Strike price of debt conversion $1.50 Volatility 6.9% Expected life of the options to convert 5.47 Risk-free rate 4.72% Dividend yield — |
Schedule of change in the fair value of the warrant liabilities | The change in the level 3 fair value of the derivative warrant liabilities for the period ended June 30, 2023 and December 31, 2022 is summarized as follows: Private Warrants Derivative warrant liabilities at December 31, 2022 $ 246,500 Change in fair value of derivative warrant liabilities 944,868 Derivative warrant liabilities at March 31, 2023 1,191,368 Change in fair value of derivative warrant liabilities (286,750) Derivative warrant liabilities at June 30, 2023 $ 904,618 Derivative warrant liabilities at December 31, 2021 $ 6,573,100 Change in fair value of derivative warrant liabilities (2,946,400) Derivative warrant liabilities at March 31, 2022 3,626,700 Change in fair value of derivative warrant liabilities (2,969,400) Derivative warrant liabilities at June 30, 2022 $ 657,300 The change in the fair value of the Working Capital Loan Option measured with Level 3 inputs for the period ended June 30, 2023 and December 31, 2022 is summarized as follows: Balance at December 31, 2021 $ — Initial fair value of the Working Capital Loan Option 7,885 Change in fair value (7,885) Balance at December 31, 2022 and June 30, 2023 $ — | The change in the level 3 fair value of the derivative warrant liabilities for the years ended December 31, 2022 and 2021 is summarized as follows: Public Warrants Private Warrants Total Derivative warrant liabilities at December 31, 2020 $ — $ — $ — Issuance of Public and Private Warrants 12,863,680 10,941,230 23,804,910 Transfer of Public Warrants to Level 1 (13,524,000) — (13,524,000) Change in fair value of derivative warrant liabilities 660,320 (4,368,130) (3,707,810) Derivative warrant liabilities at December 31, 2021 — 6,573,100 6,573,100 Change in fair value of derivative — (6,326,600) (6,326,600) Derivative warrant liabilities at December 31, 2022 $ — $ 246,500 $ 246,500 The change in the fair value of the Working Capital Loan Option measured with Level 3 inputs for the year ended December 31, 2022 is summarized as follows: Balance at December 31, 2021 $ — Initial fair value of the Working Capital Loan Option 7,885 Change in fair value (7,885) Balance at December 31, 2022 $ — |
Description of Organization a_3
Description of Organization and Business Operations (Q2) (Details) | 2 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Aug. 04, 2023 USD ($) shares | Jun. 20, 2023 USD ($) | Jan. 11, 2023 USD ($) shares | Feb. 09, 2021 USD ($) $ / shares shares | Oct. 14, 2020 Business | Aug. 21, 2023 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Condition for future business combination number of businesses minimum | Business | 1 | |||||||||
Deferred underwriting commission | $ 250,000 | $ 250,000 | $ 250,000 | |||||||
Proceeds from issuance initial public offering | 0 | 483,000,000 | ||||||||
Proceeds received from private placement | $ 0 | 12,324,495 | ||||||||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80% | 80% | ||||||||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50% | 50% | ||||||||
Minimum net tangible assets upon consummation of the Business Combination | $ 5,000,001 | $ 5,000,001 | ||||||||
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent | 15% | 15% | ||||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | 100% | ||||||||
Redemption period upon closure | 10 days | 10 days | ||||||||
Maximum net interest to pay dissolution expenses | $ 100,000 | $ 100,000 | ||||||||
Minimum amount required for market value of listed securities | $ 35,000,000 | |||||||||
Number of calendar days from date of notice | 180 days | |||||||||
Number of consecutive business days | 10 days | |||||||||
Cash operating bank account | $ 35,387 | 22,339 | 93,599 | |||||||
Working capital | 6,700,000 | 1,100,000 | ||||||||
Aggregate purchase price | 25,000 | 25,000 | ||||||||
Loan from the Sponsor | 0 | 30,212 | ||||||||
Loans from working capital | 850,000 | 500,000 | $ 0 | |||||||
Cash withdrawn from trust account for working capital purposes | 578,729 | $ 27,010 | 43,317 | |||||||
Subsequent Event | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Minimum net tangible assets upon consummation of the Business Combination | $ 5,000,001 | |||||||||
Additional cash withdrawn from trust account for working capital purposes | $ 651,579 | |||||||||
Class A Common Stock | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares redeemed (in shares) | shares | 47,381,598 | |||||||||
Redemption amount | $ 478,003,632 | |||||||||
Class A Common Stock | Subsequent Event | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares redeemed (in shares) | shares | 282,624 | 47,381,598 | ||||||||
Redemption amount | $ 2,942,664 | $ 478,003,632 | ||||||||
Sponsor | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Loan from the Sponsor | $ 135,000 | $ 135,000 | ||||||||
Private Placement Warrants | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Sale of Private Placement Warrants (in shares) | shares | 8,216,330 | 8,216,330 | ||||||||
Price of warrant | $ / shares | $ 1.5 | $ 1.5 | ||||||||
Proceeds received from private placement | $ 12,300,000 | $ 12,300,000 | ||||||||
Initial Public Offering | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Underwriting commission | $ 16,900,000 | |||||||||
Sale of units in initial public offering, less allocation of proceeds to Public Warrants (in shares) | shares | 48,300,000 | |||||||||
Deferred underwriting commission | $ 250,000 | |||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||
Proceeds from issuance initial public offering | $ 483,000,000 | |||||||||
Offering Costs | $ 27,100,000 | |||||||||
Private Placement | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Sale of units in initial public offering, less allocation of proceeds to Public Warrants (in shares) | shares | 483,000,000 | |||||||||
Private Placement | Private Placement Warrants | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Sale of Private Placement Warrants (in shares) | shares | 8,216,330 | |||||||||
Price of warrant | $ / shares | $ 1.5 | |||||||||
Proceeds received from private placement | $ 12,300,000 | |||||||||
Over-Allotment Units | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Sale of units in initial public offering, less allocation of proceeds to Public Warrants (in shares) | shares | 6,300,000 | |||||||||
Purchase price, per unit | $ / shares | $ 10 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Q2) (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Dec. 31, 2022 | Jul. 27, 2022 | Jan. 19, 2022 | Dec. 31, 2021 | |
FDIC Insurance coverage amount | $ 250,000 | $ 250,000 | |||
Cash equivalents | $ 0 | $ 0 | $ 0 | ||
Net asset value per share | $ 1 | $ 1 | |||
Unrecognized tax benefits | $ 0 | $ 0 | 0 | ||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | $ 0 | ||
Anti-dilutive securities attributable to warrants (in shares) | 17,876,330 | 17,876,330 | |||
Working Capital Convertible Debt [Member] | |||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | $ 0 | $ 500,000 | |||
Convertible working capital loan - related party | 850,000 | 500,000 | |||
Working Capital Convertible Debt [Member] | Sponsor [Member] | |||||
Debt Instrument, Face Amount | $ 500,000 | ||||
Debt Instrument, Convertible, Conversion Price | $ 1.5 | $ 1.5 | |||
Related Party Loans | Promissory Note [Member] | |||||
Debt Instrument, Face Amount | $ 350,000 | $ 0 | |||
Related Party Loans | Promissory Note [Member] | Sponsor [Member] | |||||
Debt Instrument, Face Amount | $ 475,000 | ||||
Class A ordinary Shares Subject to Possible Redemption | |||||
Class A ordinary shares subject to possible redemption | 918,402 | 48,300,000 | 48,300,000 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary of Class A Ordinary Shares Subject to Possible Redemption is Excluded from Earning Per Share (Q2) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||||||||
Allocation of net income (loss) | $ (3,248,492) | $ (2,780,733) | $ 6,684,896 | $ 5,775,190 | $ (6,029,225) | $ 12,460,086 | $ 15,876,077 | $ 6,977,619 |
Denominator: | ||||||||
Weighted average common shares outstanding, Basic | 12,075,000 | 11,906,712 | ||||||
Weighted average common shares outstanding, Diluted | 12,075,000 | 11,906,712 | ||||||
Net (loss) income share, Basic | $ 0.26 | $ 0.13 | ||||||
Net (loss) income share, Diluted | $ 0.26 | $ 0.13 | ||||||
Class A Common Stock | ||||||||
Numerator: | ||||||||
Allocation of net income (loss) | $ (229,611) | $ 5,347,917 | $ (1,442,623) | $ 9,968,069 | $ 12,700,862 | $ 5,468,324 | ||
Denominator: | ||||||||
Weighted average common shares outstanding, Basic | 918,402 | 48,300,000 | 3,797,947 | 48,300,000 | 48,300,000 | 43,139,178 | ||
Weighted average common shares outstanding, Diluted | 918,402 | 48,300,000 | 3,797,947 | 48,300,000 | 48,300,000 | 43,139,178 | ||
Net (loss) income share, Basic | $ (0.25) | $ 0.11 | $ (0.38) | $ 0.21 | $ 0.26 | $ 0.13 | ||
Net (loss) income share, Diluted | $ (0.25) | $ 0.11 | $ (0.38) | $ 0.21 | $ 0.26 | $ 0.13 | ||
Class B Common Stock | ||||||||
Numerator: | ||||||||
Allocation of net income (loss) | $ (3,018,881) | $ 1,336,979 | $ (4,586,602) | $ 2,492,017 | $ 3,175,215 | $ 1,509,295 | ||
Denominator: | ||||||||
Weighted average common shares outstanding, Basic | 12,075,000 | 12,075,000 | 12,075,000 | 12,075,000 | 12,075,000 | 11,906,712 | ||
Weighted average common shares outstanding, Diluted | 12,075,000 | 12,075,000 | 12,075,000 | 12,075,000 | 12,075,000 | 11,906,712 | ||
Net (loss) income share, Basic | $ (0.25) | $ 0.11 | $ 0.11 | $ (0.38) | $ 0.21 | $ 0.26 | $ 0.13 | |
Net (loss) income share, Diluted | $ (0.25) | $ 0.11 | $ 0.11 | $ (0.38) | $ 0.21 | $ 0.26 | $ 0.13 |
Initial Public Offering (Q2) (D
Initial Public Offering (Q2) (Details) - USD ($) | 12 Months Ended | |||
Feb. 09, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds received from initial public offering, gross | $ 0 | $ 483,000,000 | ||
Offering costs | 0 | 9,810,697 | ||
Deferred underwriting commissions | 16,905,000 | 16,905,000 | $ 6,762,000 | |
Deferred legal fees | $ 0 | $ 250,000 | ||
Public Warrant | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Exercise price of warrants | $ 11.5 | $ 11.5 | ||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 48,300,000 | |||
Purchase price, per unit | $ 10 | |||
Proceeds received from initial public offering, gross | $ 483,000,000 | |||
Offering costs | 27,100,000 | |||
Deferred underwriting commissions | 16,900,000 | |||
Deferred legal fees | $ 250,000 | |||
Initial Public Offering | Public Warrant | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares in a unit | 1 | |||
Number of warrants in a unit | 0.2 | |||
Number of shares issuable per warrant | 1 | |||
Exercise price of warrants | $ 11.5 | |||
Over-Allotment Units | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 6,300,000 | |||
Purchase price, per unit | $ 10 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Q2) (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jan. 30, 2021 shares | Dec. 31, 2020 USD ($) shares | Jun. 30, 2023 USD ($) d $ / shares shares | Dec. 31, 2022 USD ($) Day $ / shares shares | Dec. 31, 2021 shares | Feb. 09, 2021 shares | |
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ | $ 25,000 | $ 25,000 | ||||
Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Stock split ratio | 1.2 | |||||
Common shares, shares outstanding (in shares) | 12,075,000 | 12,075,000 | 12,075,000 | 12,075,000 | 10,062,500 | |
Shares subject to forfeiture | 1,575,000 | |||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | 20% | ||||
Founder Shares | Sponsor | Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ | $ 25,000 | |||||
Number of shares issued | 10,062,500 | |||||
Stock split ratio | 1.2 | 1.2 | ||||
Common shares, shares outstanding (in shares) | 12,075,000 | |||||
Shares subject to forfeiture | 1,575,000 | |||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | |||||
Shares no longer subject to forfeiture | 1,575,000 | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | $ 12 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 | 20 | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 | 30 | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Q2) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jan. 19, 2022 | Feb. 09, 2021 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 27, 2022 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||||||||
Proceeds received from issuance of warrants | $ 0 | $ 12,324,495 | |||||||||
Bank Overdrafts | $ 850,000 | $ 850,000 | 500,000 | ||||||||
Carrying value and principal value of loan | $ 850,000 | $ 850,000 | $ 500,000 | $ 0 | |||||||
Notes Payable, Noncurrent, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | Related Party [Member] | Related Party [Member] | |||||||
Selling, General, and Administrative Expenses, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | |||||||||
Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Proceeds from Notes Payable | $ 500,000 | $ 500,000 | $ 500,000 | ||||||||
Related Party [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Accrued expenses - related party | $ 180,000 | $ 180,000 | 120,000 | $ 0 | |||||||
Embedded Derivative On Working Capital Loans | Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Initial fair value of Working Capital Loan Option | 7,900 | ||||||||||
Interest Expense | 0 | $ 2,400 | $ 0 | $ 4,200 | $ 8,000 | ||||||
Private Placement Warrants | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of warrants issued | 8,216,330 | 8,216,330 | |||||||||
Price of warrant | $ 1.5 | $ 1.5 | |||||||||
Proceeds received from issuance of warrants | $ 12,300,000 | $ 12,300,000 | |||||||||
Exercise price of warrants | $ 11.5 | $ 11.5 | |||||||||
Period after completion of initial business combination | 30 days | 30 days | |||||||||
Administrative Services Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Expenses per month | $ 20,000 | $ 20,000 | |||||||||
Expenses incurred | $ 60,000 | $ 120,000 | 240,000 | 220,000 | |||||||
Selling, General, and Administrative Expenses, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | |||||||||
Accrued expenses - related party | 120,000 | $ 0 | |||||||||
Administrative Services Agreement | Related Party [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Accrued expenses - related party | 180,000 | 180,000 | 120,000 | ||||||||
Related Party Loans | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||||||||
Related Party Loans | Promissory Note [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument, face amount | $ 350,000 | $ 350,000 | $ 0 | ||||||||
Related Party Loans | Sponsor [Member] | Promissory Note [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument, face amount | $ 475,000 | ||||||||||
Related Party Loans | Sponsor [Member] | Promissory Note [Member] | Warrant [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Price of warrant | $ 1.5 | ||||||||||
Loan conversion agreement warrant | $ 1,500,000 | ||||||||||
Related Party Loans | Working capital loans warrant | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Price of warrant | $ 1.5 | $ 1.5 | $ 1.5 | ||||||||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||||
Working Capital Convertible Debt | Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument, face amount | $ 500,000 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.5 | $ 1.5 |
Commitments & Contingencies (_2
Commitments & Contingencies (Q2) (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
May 09, 2023 USD ($) $ / shares | Apr. 17, 2023 USD ($) Underwriters | Apr. 16, 2023 USD ($) Underwriters | Feb. 09, 2021 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) Demand | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | |
Commitments & contingencies [Line Items] | ||||||||||
Granted Term | 45 days | |||||||||
Underwriting cash discount per unit | $ / shares | $ 0.2 | |||||||||
Underwriter cash discount | $ 9,700,000 | |||||||||
Deferred commission per unit | $ / shares | $ 0.35 | |||||||||
Deferred underwriting commissions | $ 6,762,000 | $ 6,762,000 | $ 16,905,000 | $ 16,905,000 | ||||||
Number of Underwriters | Underwriters | 1 | |||||||||
Deferred fee waived off | $ 10,143,000 | |||||||||
Reduction in deferred underwriter commissions recognized as income | 440,592 | 440,592 | $ 0 | $ 440,592 | $ 0 | |||||
Reduction in deferred underwriter commissions recorded to additional paid-in capital | $ 9,702,408 | $ 9,702,408 | ||||||||
Advisor [Member] | ||||||||||
Commitments & contingencies [Line Items] | ||||||||||
Cash | 500,000 | |||||||||
Common stock | $ 250,000 | |||||||||
Merger Agreement [Member] | ||||||||||
Commitments & contingencies [Line Items] | ||||||||||
Common stock | $ 750,000,000 | |||||||||
Number of Underwriters | Underwriters | 1 | |||||||||
Deferred fee waived off | $ 6,762,000 | |||||||||
Common stock, share price (in dollars per share) | $ / shares | $ 10 | |||||||||
Duration of lock-up agreements | 180 days | |||||||||
Duration of written notice to board of directors | 15 days | |||||||||
Duration to terminate the Merger Agreement | 10 days | |||||||||
Minimum breach curable period | 30 days | |||||||||
Maximum [Member] | ||||||||||
Commitments & contingencies [Line Items] | ||||||||||
Number of demands entitled to holders | Demand | 3 | |||||||||
Over-Allotment Units | ||||||||||
Commitments & contingencies [Line Items] | ||||||||||
Number of units issued | shares | 6,300,000 | |||||||||
Underwriting cash discount per unit | $ / shares | $ 0.2 | |||||||||
Underwriter cash discount | $ 9,700,000 | |||||||||
Deferred commission per unit | $ / shares | $ 0.35 | |||||||||
Common stock, share price (in dollars per share) | $ / shares | $ 10 | |||||||||
Initial Public Offering | ||||||||||
Commitments & contingencies [Line Items] | ||||||||||
Number of units issued | shares | 48,300,000 | |||||||||
Deferred underwriting commissions | $ 16,900,000 | |||||||||
Common stock, share price (in dollars per share) | $ / shares | $ 10 |
Class A Ordinary Shares Subje_5
Class A Ordinary Shares Subject to Possible Redemption - Summary Of Ordinary shares Issued Recognized in Class A Ordinary Shares Subject To Possible Redemption (Q2) (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |||
Class A ordinary shares subject to possible redemption | $ 487,168,822 | $ 483,000,000 | $ 483,000,000 |
Redemptions of Class A ordinary shares | (478,003,632) | $ 0 | |
Increase in redemption value of Class A ordinary shares subject to possible redemption | 18,830 | 4,168,822 | |
Class A ordinary shares subject to possible redemption | $ 9,184,020 | $ 487,168,822 |
Class A Ordinary Shares Subje_6
Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Q2) (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jan. 11, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | |||||
Cash withdrawn from Trust Account for working capital purposes | $ 578,729 | $ 27,010 | $ 43,317 | ||
Common Class A [Member] | |||||
Temporary Equity [Line Items] | |||||
Temporary equity shares authorized | 500,000,000 | 500,000,000 | |||
Temporary equity par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Temporary equity, shares issued | 918,402 | 48,300,000 | 48,300,000 | ||
Temporary equity shares outstanding | 918,402 | 48,300,000 | 48,300,000 | ||
Number of shares redeemed (in shares) | 47,381,598 | ||||
Redemption amount | $ 478,003,632 |
Shareholders' Deficit- Preferre
Shareholders' Deficit- Preferred Stock Shares (Q2) (Details) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Shareholders' (Deficit) Equity [Abstract] | |||
Preferred shares, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 | 0 |
Shareholders' Deficit- Common S
Shareholders' Deficit- Common Stock Shares (Q2) (Details) | 6 Months Ended | 12 Months Ended | |||
Jan. 30, 2021 shares | Jun. 30, 2023 Vote $ / shares shares | Dec. 31, 2022 VOTE $ / shares shares | Dec. 31, 2021 $ / shares shares | Feb. 09, 2021 shares | |
Class of Stock [Line Items] | |||||
Stock conversion basis of Class B to Class A common stock at time of initial Business Combination | 1 | ||||
Class A Common Stock Not Subject to Redemption | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common shares, votes per share | 1 | 1 | |||
Common shares, shares issued (in shares) | 918,402 | 48,300,000 | 48,300,000 | ||
Common shares, shares outstanding (in shares) | 918,402 | 48,300,000 | 48,300,000 | ||
Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common shares, votes per share | Vote | 1 | ||||
Common shares, shares issued (in shares) | 12,075,000 | 12,075,000 | 12,075,000 | 10,062,500 | |
Common shares, shares outstanding (in shares) | 12,075,000 | 12,075,000 | 12,075,000 | 12,075,000 | 10,062,500 |
Stock split ratio | 1.2 | ||||
Shares subject to forfeiture | 1,575,000 | ||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | 20% | |||
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 20% |
Derivative Warrant Liabilitie_3
Derivative Warrant Liabilities (Q2) (Details) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 d Item $ / shares shares | Dec. 31, 2022 Day item $ / shares shares | Dec. 31, 2021 shares | Feb. 09, 2021 $ / shares | Dec. 31, 2020 shares | |
Private Placement Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant outstanding | shares | 8,216,330 | 8,216,330 | 8,216,330 | 0 | |
Exercise price of warrants | $ 11.5 | $ 11.5 | |||
Restrictions on transfer period of time after business combination completion | 30 days | 30 days | |||
Public Warrant | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant outstanding | shares | 9,660,000 | 9,660,000 | 0 | ||
Warrant exercise period condition one | 30 days | 30 days | |||
Warrant exercise period condition two | 12 months | 12 months | |||
Public Warrants expiration term | 5 years | 5 years | |||
Threshold period for filling registration statement after business combination | 20 | 20 | |||
Maximum threshold period for registration statement to become effective after business combination | 60 | 60 | |||
Exercise price of warrants | $ 11.5 | $ 11.5 | |||
Share price | $ 9.2 | $ 9.2 | |||
Threshold trading days for redemption of public warrants | 20 | 20 | |||
Threshold consecutive trading days for redemption of public warrants | 10 | 10 | |||
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 | 60 | |||
Public Warrant | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |||||
Class of Warrant or Right [Line Items] | |||||
Class of warrants exercise price adjustment percentage | 115% | 115% | |||
Warrant redemption condition minimum share price | $ 18 | $ 18 | |||
Redemption price per public warrant (in dollars per share) | $ 0.01 | $ 0.01 | |||
Threshold trading days for redemption of public warrants | 20 | 20 | |||
Threshold consecutive trading days for redemption of public warrants | 30 | 30 | |||
Redemption period | 30 days | 30 days | |||
Share price trigger used to measure dilution of warrant | $ 18 | $ 18 | |||
Public Warrant | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |||||
Class of Warrant or Right [Line Items] | |||||
Class of warrants exercise price adjustment percentage | 180% | 180% | |||
Warrant redemption condition minimum share price | $ 10 | $ 10 | |||
Warrant redemption condition minimum share price scenario two | 18 | 18 | |||
Redemption price per public warrant (in dollars per share) | $ 0.1 | $ 0.1 | |||
Threshold trading days for redemption of public warrants | 20 | 20 | |||
Threshold consecutive trading days for redemption of public warrants | 30 | 30 | |||
Redemption period | 30 days | 30 days | |||
Share price trigger used to measure dilution of warrant | $ 10 | $ 10 |
Fair Value Measurements (Q2) (D
Fair Value Measurements (Q2) (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Liabilities, Fair Value Disclosure [Abstract] | ||||
Derivative liabilities | $ 1,968,184 | $ 536,300 | $ 14,301,100 | |
Fair value assets transfers | 0 | 0 | ||
Cash withdrawn from Trust Account for working capital purposes | 578,729 | $ 27,010 | 43,317 | |
Level 1 | ||||
Assets: | ||||
Cash and investments held in Trust Account | 483,012,312 | |||
Level 1 | Cash [Member] | ||||
Assets: | ||||
Cash and investments held in Trust Account | 10,186,300 | |||
Level 1 | Money Market Funds [Member] | ||||
Assets: | ||||
Cash and investments held in Trust Account | 487,268,822 | |||
Level 1 | Public Warrant | ||||
Liabilities, Fair Value Disclosure [Abstract] | ||||
Derivative liabilities | 1,063,566 | 289,800 | 7,728,000 | |
Level 3 | Private Placement Warrants | ||||
Liabilities, Fair Value Disclosure [Abstract] | ||||
Derivative liabilities | $ 904,618 | $ 246,500 | $ 6,573,100 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Q2) (Details) $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Fair Value Disclosures [Abstract] | |||
Decrease in fair value of liabilities | $ (1.4) | $ (13.8) | $ (9.5) |
Share price | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 11.28 | 10.09 | 9.77 |
Volatility | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 0.001 | 0.069 | 0.153 |
Volatility | Level 3 | Working Capital Loan Option | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 0.001 | 0.069 | |
Expected life of the options to convert | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 0.88 | 5.47 | 5.6 |
Expected life of the options to convert | Level 3 | Working Capital Loan Option | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 5.31 | 5.47 | |
Risk-free rate | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 0.0542 | 0.0473 | 0.0132 |
Risk-free rate | Level 3 | Working Capital Loan Option | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 0.0413 | 0.0472 | |
Dividend yield | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 0 | 0 | 0 |
Dividend yield | Level 3 | Working Capital Loan Option | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 0 | 0 | |
Strike price of debt conversion | Level 3 | Working Capital Loan Option | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 1.5 | 1.5 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Q2) (Details) - Level 3 - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | $ 246,500 | $ 6,573,100 | $ 6,573,100 | $ 0 | ||
Change in fair value | (6,326,600) | (3,707,810) | ||||
Ending balance | 246,500 | 6,573,100 | ||||
Working Capital Loan Option | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | 0 | 0 | |||
Initial fair value of Working Capital Loan Option | 7,885 | |||||
Change in fair value | (7,885) | |||||
Ending balance | $ 0 | 0 | 0 | |||
Private Placement Warrants | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 1,191,368 | 246,500 | $ 3,626,700 | 6,573,100 | 6,573,100 | 0 |
Change in fair value | (286,750) | 944,868 | (2,969,400) | (2,946,400) | (6,326,600) | (4,368,130) |
Ending balance | $ 904,618 | $ 1,191,368 | $ 657,300 | $ 3,626,700 | $ 246,500 | $ 6,573,100 |
Subsequent Events (Q2) (Details
Subsequent Events (Q2) (Details) - USD ($) | 2 Months Ended | ||||
Aug. 04, 2023 | Jan. 11, 2023 | Aug. 21, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Subsequent Event [Abstract] | |||||
Minimum net tangible assets upon consummation of the Business Combination | $ 5,000,001 | $ 5,000,001 | |||
Class A Ordinary Shares | |||||
Subsequent Event [Abstract] | |||||
Number of shares redeemed (in shares) | 47,381,598 | ||||
Redemption amount | $ 478,003,632 | ||||
Subsequent Event | |||||
Subsequent Event [Abstract] | |||||
Cash withdrawn additional from Trust Account for working capital purposes | $ 651,579 | ||||
Minimum net tangible assets upon consummation of the Business Combination | $ 5,000,001 | ||||
Subsequent Event | Class A Ordinary Shares | |||||
Subsequent Event [Abstract] | |||||
Number of shares redeemed (in shares) | 282,624 | 47,381,598 | |||
Redemption amount | $ 2,942,664 | $ 478,003,632 |
Description of Organization a_4
Description of Organization and Business Operations (FY) (Details) | 6 Months Ended | 12 Months Ended | |||
Feb. 09, 2021 USD ($) $ / shares shares | Oct. 14, 2020 Business | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | |
Subsidiary, Sale of Stock [Line Items] | |||||
Condition for future business combination number of businesses minimum | Business | 1 | ||||
Deferred underwriting commission | $ 250,000 | $ 250,000 | $ 250,000 | ||
Proceeds from issuance initial public offering | 0 | 483,000,000 | |||
Proceeds received from private placement | $ 0 | 12,324,495 | |||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80% | 80% | |||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50% | 50% | |||
Minimum net tangible assets upon consummation of the Business Combination | $ 5,000,001 | $ 5,000,001 | |||
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent | 15% | 15% | |||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | 100% | |||
Redemption period upon closure | 10 days | 10 days | |||
Maximum net interest to pay dissolution expenses | $ 100,000 | $ 100,000 | |||
Cash operating bank account | 35,387 | 22,339 | 93,599 | ||
Working capital | 6,700,000 | 1,100,000 | |||
Aggregate purchase price | 25,000 | 25,000 | |||
Loan from the Sponsor | 0 | 30,212 | |||
Loans from working capital | 850,000 | $ 500,000 | $ 0 | ||
Business combination closing date | May 09, 2023 | ||||
Sponsor | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Loan from the Sponsor | $ 135,000 | $ 135,000 | |||
Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 8,216,330 | 8,216,330 | |||
Price of warrant | $ / shares | $ 1.5 | $ 1.5 | |||
Proceeds received from private placement | $ 12,300,000 | $ 12,300,000 | |||
Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Underwriting commission | $ 16,900,000 | ||||
Sale of units in initial public offering, less allocation of proceeds to Public Warrants (in shares) | shares | 48,300,000 | ||||
Deferred underwriting commission | $ 250,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Proceeds from issuance initial public offering | $ 483,000,000 | ||||
Offering Costs | $ 27,100,000 | ||||
Private Placement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units in initial public offering, less allocation of proceeds to Public Warrants (in shares) | shares | 483,000,000 | ||||
Private Placement | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 8,216,330 | ||||
Price of warrant | $ / shares | $ 1.5 | ||||
Proceeds received from private placement | $ 12,300,000 | ||||
Over-Allotment Units | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units in initial public offering, less allocation of proceeds to Public Warrants (in shares) | shares | 6,300,000 | ||||
Purchase price, per unit | $ / shares | $ 10 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (FY) (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Dec. 31, 2022 | Jul. 27, 2022 | Jan. 19, 2022 | Dec. 31, 2021 | |
Cash equivalents | $ 0 | $ 0 | $ 0 | ||
FDIC Insurance coverage amount | 250,000 | 250,000 | |||
Unrecognized tax benefits | 0 | 0 | 0 | ||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | $ 0 | ||
Anti-dilutive securities attributable to warrants (in shares) | 17,876,330 | 17,876,330 | |||
Net asset value per share | $ 1 | $ 1 | |||
Working Capital Convertible Debt [Member] | |||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | $ 0 | $ 500,000 | |||
Sponsor [Member] | Working Capital Convertible Debt [Member] | |||||
Debt Instrument, Face Amount | $ 500,000 | ||||
Debt Instrument Convertible Into Equity Related Warrants | $ 500,000 | ||||
Debt Instrument, Convertible, Conversion Price | $ 1.5 | $ 1.5 | |||
Class A ordinary Shares Subject to Possible Redemption | |||||
Class A ordinary shares subject to possible redemption | 918,402 | 48,300,000 | 48,300,000 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Summary of Class A Ordinary Shares Subject to Possible Redemption is Excluded from Earning Per Share (FY) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||||||||
Allocation of net income (loss) | $ (3,248,492) | $ (2,780,733) | $ 6,684,896 | $ 5,775,190 | $ (6,029,225) | $ 12,460,086 | $ 15,876,077 | $ 6,977,619 |
Denominator: | ||||||||
Weighted average common shares outstanding, Basic | 12,075,000 | 11,906,712 | ||||||
Weighted average common shares outstanding, Diluted | 12,075,000 | 11,906,712 | ||||||
Basic net income per ordinary share | $ 0.26 | $ 0.13 | ||||||
Diluted net income per ordinary share | $ 0.26 | $ 0.13 | ||||||
Class A Common Stock | ||||||||
Numerator: | ||||||||
Allocation of net income (loss) | $ (229,611) | $ 5,347,917 | $ (1,442,623) | $ 9,968,069 | $ 12,700,862 | $ 5,468,324 | ||
Denominator: | ||||||||
Weighted average common shares outstanding, Basic | 918,402 | 48,300,000 | 3,797,947 | 48,300,000 | 48,300,000 | 43,139,178 | ||
Weighted average common shares outstanding, Diluted | 918,402 | 48,300,000 | 3,797,947 | 48,300,000 | 48,300,000 | 43,139,178 | ||
Basic net income per ordinary share | $ (0.25) | $ 0.11 | $ (0.38) | $ 0.21 | $ 0.26 | $ 0.13 | ||
Diluted net income per ordinary share | $ (0.25) | $ 0.11 | $ (0.38) | $ 0.21 | $ 0.26 | $ 0.13 | ||
Class B Common Stock | ||||||||
Numerator: | ||||||||
Allocation of net income (loss) | $ (3,018,881) | $ 1,336,979 | $ (4,586,602) | $ 2,492,017 | $ 3,175,215 | $ 1,509,295 | ||
Denominator: | ||||||||
Weighted average common shares outstanding, Basic | 12,075,000 | 12,075,000 | 12,075,000 | 12,075,000 | 12,075,000 | 11,906,712 | ||
Weighted average common shares outstanding, Diluted | 12,075,000 | 12,075,000 | 12,075,000 | 12,075,000 | 12,075,000 | 11,906,712 | ||
Basic net income per ordinary share | $ (0.25) | $ 0.11 | $ 0.11 | $ (0.38) | $ 0.21 | $ 0.26 | $ 0.13 | |
Diluted net income per ordinary share | $ (0.25) | $ 0.11 | $ 0.11 | $ (0.38) | $ 0.21 | $ 0.26 | $ 0.13 |
Initial Public Offering (FY) (D
Initial Public Offering (FY) (Details) - USD ($) | 12 Months Ended | |||
Feb. 09, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds received from initial public offering, gross | $ 0 | $ 483,000,000 | ||
Offering costs | 0 | 9,810,697 | ||
Deferred underwriting commissions | 16,905,000 | 16,905,000 | $ 6,762,000 | |
Deferred legal fees | $ 0 | $ 250,000 | ||
Public Warrant | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Exercise price of warrants | $ 11.5 | $ 11.5 | ||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 48,300,000 | |||
Purchase price, per unit | $ 10 | |||
Proceeds received from initial public offering, gross | $ 483,000,000 | |||
Offering costs | 27,100,000 | |||
Deferred underwriting commissions | 16,900,000 | |||
Deferred legal fees | $ 250,000 | |||
Initial Public Offering | Public Warrant | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares in a unit | 1 | |||
Number of warrants in a unit | 0.2 | |||
Number of shares issuable per warrant | 1 | |||
Exercise price of warrants | $ 11.5 | |||
Over-Allotment Units | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 6,300,000 | |||
Purchase price, per unit | $ 10 |
Related Party Transactions - _2
Related Party Transactions - Founder Shares (FY) (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jan. 30, 2021 shares | Dec. 31, 2020 USD ($) shares | Jun. 30, 2023 USD ($) d $ / shares shares | Dec. 31, 2022 USD ($) Day $ / shares shares | Dec. 31, 2021 shares | Feb. 09, 2021 shares | |
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ | $ 25,000 | $ 25,000 | ||||
Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Stock split ratio | 1.2 | |||||
Common shares, shares outstanding (in shares) | 12,075,000 | 12,075,000 | 12,075,000 | 12,075,000 | 10,062,500 | |
Shares subject to forfeiture | 1,575,000 | |||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | 20% | ||||
Founder Shares | Sponsor | Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ | $ 25,000 | |||||
Number of shares issued | 10,062,500 | |||||
Stock split ratio | 1.2 | 1.2 | ||||
Common shares, shares outstanding (in shares) | 12,075,000 | |||||
Shares subject to forfeiture | 1,575,000 | |||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | |||||
Shares no longer subject to forfeiture | 1,575,000 | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | $ 12 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 | 20 | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 | 30 | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days |
Related Party Transactions - _3
Related Party Transactions - Additional Information (FY) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jan. 19, 2022 | Feb. 09, 2021 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 27, 2022 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||||||||
Proceeds received from issuance of warrants | $ 0 | $ 12,324,495 | |||||||||
Selling, General, and Administrative Expenses, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | |||||||||
Bank Overdrafts | $ 850,000 | $ 850,000 | $ 500,000 | ||||||||
Carrying value and principal value of loan | $ 850,000 | $ 850,000 | $ 500,000 | $ 0 | |||||||
Notes Payable, Noncurrent, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | Related Party [Member] | Related Party [Member] | |||||||
Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Proceeds from Notes Payable | $ 500,000 | $ 500,000 | $ 500,000 | ||||||||
Sponsor [Member] | Embedded Derivative On Working Capital Loans [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Initial fair value of Working Capital Loan Option | 7,900 | ||||||||||
Interest Expense | $ 0 | $ 2,400 | $ 0 | $ 4,200 | 8,000 | ||||||
Advisor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Cash | 500,000 | ||||||||||
Common stock | $ 250,000 | ||||||||||
Private Placement Warrants | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of warrants issued | 8,216,330 | 8,216,330 | |||||||||
Proceeds received from issuance of warrants | $ 12,300,000 | $ 12,300,000 | |||||||||
Exercise price of warrants | $ 11.5 | $ 11.5 | |||||||||
Period after completion of initial business combination | 30 days | 30 days | |||||||||
Price of warrant | $ 1.5 | $ 1.5 | |||||||||
Administrative Services Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Expenses per month | $ 20,000 | $ 20,000 | |||||||||
Expenses incurred and paid | $ 60,000 | $ 120,000 | 240,000 | $ 220,000 | |||||||
Selling, General, and Administrative Expenses, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | |||||||||
Accrued expenses - related party | 120,000 | $ 0 | |||||||||
Related Party Loans | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||||||||
Related Party Loans | Promissory Note [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt Instrument, Face Amount | 350,000 | 350,000 | 0 | ||||||||
Related Party Loans | Promissory Note [Member] | Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt Instrument, Face Amount | $ 475,000 | ||||||||||
Related Party Loans | Promissory Note [Member] | Sponsor [Member] | Warrant [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Loan conversion agreement warrant | $ 1,500,000 | ||||||||||
Price of warrant | $ 1.5 | ||||||||||
Related Party Loans | Working capital loans warrant | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||||
Price of warrant | $ 1.5 | $ 1.5 | $ 1.5 | ||||||||
Working Capital Convertible Debt [Member] | Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt Instrument, Face Amount | $ 500,000 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.5 | $ 1.5 |
Commitments & Contingencies (_3
Commitments & Contingencies (FY) (Details) - USD ($) | 12 Months Ended | |||
Feb. 09, 2021 | Dec. 31, 2022 | Jun. 30, 2023 | Dec. 31, 2021 | |
Commitments & contingencies [Line Items] | ||||
Granted Term | 45 days | |||
Underwriting cash discount per unit | $ 0.2 | |||
Underwriter cash discount | $ 9,700,000 | |||
Deferred commission per unit | $ 0.35 | |||
Deferred underwriting commissions | $ 16,905,000 | $ 6,762,000 | $ 16,905,000 | |
Over-Allotment Units | ||||
Commitments & contingencies [Line Items] | ||||
Number of units issued | 6,300,000 | |||
Underwriting cash discount per unit | $ 0.2 | |||
Underwriter cash discount | $ 9,700,000 | |||
Deferred commission per unit | $ 0.35 | |||
Initial Public Offering | ||||
Commitments & contingencies [Line Items] | ||||
Number of units issued | 48,300,000 | |||
Deferred underwriting commissions | $ 16,900,000 |
Class A Ordinary Shares Subje_7
Class A Ordinary Shares Subject to Possible Redemption - Summary Of Ordinary shares Issued Recognized in Class A Ordinary Shares Subject To Possible Redemption (FY) (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Temporary Equity Disclosure [Abstract] | |||
Gross Proceeds | $ 483,000,000 | ||
Offering costs allocated to Class A shares subject to possible redemption | (26,406,165) | ||
Proceeds allocated to Public Warrants at issuance | (12,863,680) | ||
Accrection on Class A ordinary shares subject to possible redemption amount | 39,269,845 | ||
Increase in redemption value of Class A ordinary shares subject to possible redemption | $ 4,168,822 | ||
Class A ordinary shares subject to possible redemption | $ 9,184,020 | $ 487,168,822 | $ 483,000,000 |
Class A Ordinary Shares Subje_8
Class A Ordinary Shares Subject to Possible Redemption - Additional Information (FY) (Details) - Class A Common Stock - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Temporary Equity [Line Items] | |||
Temporary equity shares authorized | 500,000,000 | 500,000,000 | |
Temporary equity par or stated value per share | $ 0.0001 | $ 0.0001 | |
Temporary equity shares outstanding | 918,402 | 48,300,000 | 48,300,000 |
Temporary Equity, Shares Issued | 918,402 | 48,300,000 | 48,300,000 |
Shareholders' (Deficit) Equit_2
Shareholders' (Deficit) Equity - Preferred Stock Shares (FY) (Details) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Shareholders' (Deficit) Equity [Abstract] | |||
Preferred shares, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 | 0 |
Shareholders' (Deficit) Equit_3
Shareholders' (Deficit) Equity - Common Stock Shares (FY) (Details) | 6 Months Ended | 12 Months Ended | |||
Jan. 30, 2021 shares | Jun. 30, 2023 Vote $ / shares shares | Dec. 31, 2022 VOTE $ / shares shares | Dec. 31, 2021 $ / shares shares | Feb. 09, 2021 shares | |
Class A Common Stock Not Subject to Redemption | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common shares, votes per share | 1 | 1 | |||
Common shares, shares issued (in shares) | 918,402 | 48,300,000 | 48,300,000 | ||
Common shares, shares outstanding (in shares) | 918,402 | 48,300,000 | 48,300,000 | ||
Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common shares, votes per share | Vote | 1 | ||||
Common shares, shares issued (in shares) | 12,075,000 | 12,075,000 | 12,075,000 | 10,062,500 | |
Common shares, shares outstanding (in shares) | 12,075,000 | 12,075,000 | 12,075,000 | 12,075,000 | 10,062,500 |
Stock split ratio | 1.2 | ||||
Shares subject to forfeiture | 1,575,000 | ||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | 20% | |||
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 20% |
Derivative Warrant Liabilitie_4
Derivative Warrant Liabilities (FY) (Details) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 d Item $ / shares shares | Dec. 31, 2022 Day item $ / shares shares | Dec. 31, 2021 shares | Feb. 09, 2021 $ / shares | Dec. 31, 2020 shares | |
Private Placement Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant outstanding | shares | 8,216,330 | 8,216,330 | 8,216,330 | 0 | |
Exercise price of warrants | $ 11.5 | $ 11.5 | |||
Restrictions on transfer period of time after business combination completion | 30 days | 30 days | |||
Public Warrant | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant outstanding | shares | 9,660,000 | 9,660,000 | 0 | ||
Warrant exercise period condition one | 30 days | 30 days | |||
Warrant exercise period condition two | 12 months | 12 months | |||
Public Warrants expiration term | 5 years | 5 years | |||
Threshold period for filling registration statement after business combination | 20 | 20 | |||
Maximum threshold period for registration statement to become effective after business combination | 60 | 60 | |||
Exercise price of warrants | $ 11.5 | $ 11.5 | |||
Share price | $ 9.2 | $ 9.2 | |||
Threshold trading days for redemption of public warrants | 20 | 20 | |||
Threshold consecutive trading days for redemption of public warrants | 10 | 10 | |||
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 | 60 | |||
Public Warrant | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |||||
Class of Warrant or Right [Line Items] | |||||
Class of warrants exercise price adjustment percentage | 115% | 115% | |||
Warrant redemption condition minimum share price | $ 18 | $ 18 | |||
Redemption price per public warrant (in dollars per share) | $ 0.01 | $ 0.01 | |||
Threshold trading days for redemption of public warrants | 20 | 20 | |||
Threshold consecutive trading days for redemption of public warrants | 30 | 30 | |||
Redemption period | 30 days | 30 days | |||
Share price trigger used to measure dilution of warrant | $ 18 | $ 18 | |||
Public Warrant | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | |||||
Class of Warrant or Right [Line Items] | |||||
Class of warrants exercise price adjustment percentage | 180% | 180% | |||
Warrant redemption condition minimum share price | $ 10 | $ 10 | |||
Warrant redemption condition minimum share price scenario two | 18 | 18 | |||
Redemption price per public warrant (in dollars per share) | $ 0.1 | $ 0.1 | |||
Threshold trading days for redemption of public warrants | 20 | 20 | |||
Threshold consecutive trading days for redemption of public warrants | 30 | 30 | |||
Redemption period | 30 days | 30 days | |||
Share price trigger used to measure dilution of warrant | $ 10 | $ 10 |
Fair Value Measurements (FY) (D
Fair Value Measurements (FY) (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative liabilities | $ 1,968,184 | $ 536,300 | $ 14,301,100 |
Fair value assets level 1 to level 2 transfers | 0 | 0 | |
Fair value assets level 2 to level 1 transfers | 0 | 0 | |
Fair value assets transferred into (out of) level 3 | 0 | 0 | |
Level 1 | |||
Assets: | |||
Investments held in Trust Account | 483,012,312 | ||
Level 1 | Money Market Funds [Member] | |||
Assets: | |||
Investments held in Trust Account | 487,268,822 | ||
Level 1 | Public Warrant | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative liabilities | 1,063,566 | 289,800 | 7,728,000 |
Level 3 | Private Placement Warrants | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative liabilities | $ 904,618 | $ 246,500 | $ 6,573,100 |
Fair Value Measurements - Lev_2
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (FY) (Details) $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Decrease in fair value of liabilities | $ (1.4) | $ (13.8) | $ (9.5) |
Stock price | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 11.28 | 10.09 | 9.77 |
Volatility | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 0.001 | 0.069 | 0.153 |
Volatility | Level 3 | Working Capital Loan Option | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 0.001 | 0.069 | |
Expected life of the options to convert | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 0.88 | 5.47 | 5.6 |
Expected life of the options to convert | Level 3 | Working Capital Loan Option | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 5.31 | 5.47 | |
Risk-free rate | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 0.0542 | 0.0473 | 0.0132 |
Risk-free rate | Level 3 | Working Capital Loan Option | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 0.0413 | 0.0472 | |
Dividend yield | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Measurement Input | 0 | 0 | 0 |
Dividend yield | Level 3 | Working Capital Loan Option | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 0 | 0 | |
Strike price of debt conversion | Level 3 | Working Capital Loan Option | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 1.5 | 1.5 |
Fair Value Measurements - Cha_2
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (FY) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Derivative, Gain (Loss) on Derivative, Net | |||||
Level 3 | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | $ 246,500 | $ 6,573,100 | $ 6,573,100 | $ 0 | ||
Issuance of Public and Private Warrants | 23,804,910 | |||||
Transfer of Public Warrants to Level 1 | (13,524,000) | |||||
Change in fair value of derivative warrant liabilities | (6,326,600) | (3,707,810) | ||||
Ending balance | 246,500 | 6,573,100 | ||||
Level 3 | Working Capital Loan Option | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | 0 | 0 | |||
Change in fair value of derivative warrant liabilities | (7,885) | |||||
Initial fair value of the Working Capital Loan Option | 7,885 | |||||
Ending balance | $ 0 | 0 | 0 | |||
Level 3 | Public Warrant | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 0 | 0 | 0 | 0 | ||
Issuance of Public and Private Warrants | 12,863,680 | |||||
Transfer of Public Warrants to Level 1 | (13,524,000) | |||||
Change in fair value of derivative warrant liabilities | 0 | 660,320 | ||||
Ending balance | 0 | 0 | ||||
Level 3 | Private Placement Warrants | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 1,191,368 | 246,500 | $ 3,626,700 | 6,573,100 | 6,573,100 | 0 |
Issuance of Public and Private Warrants | 10,941,230 | |||||
Transfer of Public Warrants to Level 1 | 0 | |||||
Change in fair value of derivative warrant liabilities | (286,750) | 944,868 | (2,969,400) | (2,946,400) | (6,326,600) | (4,368,130) |
Ending balance | $ 904,618 | $ 1,191,368 | $ 657,300 | $ 3,626,700 | $ 246,500 | $ 6,573,100 |
Subsequent Events - Additional
Subsequent Events - Additional Information (FY) (Details) | Aug. 04, 2023 USD ($) shares | Jan. 11, 2023 USD ($) Integer shares | Jun. 30, 2023 USD ($) shares | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares |
Notes Payable, Noncurrent | $ | $ 850,000 | $ 500,000 | $ 0 | |||
Common Class A [Member] | ||||||
Stock Redeemed or Called During Period, Shares | shares | 47,381,598 | |||||
Stock Redeemed or Called During Period, Value | $ | $ 478,003,632 | |||||
Temporary Equity, Shares Outstanding | shares | 918,402 | 48,300,000 | 48,300,000 | |||
Subsequent Event [Member] | ||||||
Number of Shareholders Elected to Redeem Shares | Integer | 260 | |||||
Subsequent Event [Member] | July Two Thousand and Twenty Two Note [Member] | ||||||
Notes Payable, Noncurrent | $ | $ 250,000 | |||||
Subsequent Event [Member] | Common Class A [Member] | ||||||
Stock Redeemed or Called During Period, Shares | shares | 282,624 | 47,381,598 | ||||
Percentage of Stock Redeemed of Issued and Outstanding | 98.10% | |||||
Stock Redeemed or Called During Period, Value | $ | $ 2,942,664 | $ 478,003,632 | ||||
Temporary Equity, Shares Outstanding | shares | 918,402 |