Catcha Investment Corp - Ordinary Shares (CHAA) 10-Q 20 Nov 23 2023 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2023	Nov. 20, 2023
Document Information Line Items
Entity Registrant Name	CATCHA INVESTMENT CORP
Trading Symbol	CHAA
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001838293
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40061
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1574476
Entity Address, Address Line One	3 Raffles Place
Entity Address, Address Line Two	#06-01
Entity Address, City or Town	Bharat Building
Entity Address, Country	SG
Entity Address, Postal Zip Code	048617
City Area Code	+65
Local Phone Number	6325-2788
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Security Exchange Name	NYSEAMER
Entity Interactive Data Current	Yes
Class A Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		2,214,859
Class B Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		7,500,000

Unaudited Condensed Balance She

Unaudited Condensed Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Assets
Cash	$ 7,832	$ 20,706
Prepaid expenses	30,460	33,875
Total current assets	38,292	54,581
Cash and investments held in Trust Account	24,268,839	304,086,289
Total Assets	24,307,131	304,140,870
Liabilities and Shareholders’ Deficit
Accounts payable and accrued expenses	5,189,519	599,443
Working Capital Loan, at fair value	323,934
Capital Contribution Note, at fair value	1,786,273
Total current liabilities	7,805,988	725,068
Warrant liability	766,667	68,660
Deferred underwriting fees		10,500,000
Total liabilities	8,572,655	11,293,728
Commitments and Contingencies (see Note 8)
Class A ordinary shares subject to possible redemption, 2,214,859 and 30,000,000 shares at redemption value of $10.96 and $10.14 per share as of September 30, 2023 and December 31, 2022, respectively	24,268,839	304,086,289
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
Additional paid-in capital
Accumulated deficit	(8,535,113)	(11,239,897)
Total shareholders’ deficit	(8,534,363)	(11,239,147)
Total Liabilities and Shareholders’ Deficit	24,307,131	304,140,870
Class A Ordinary Shares
Shareholders’ Deficit:
Ordinary shares
Class B Ordinary Shares
Shareholders’ Deficit:
Ordinary shares	750	750
Related Party
Liabilities and Shareholders’ Deficit
Due to Related Party	211,366	125,625
Promissory Note - Related Party, at fair value	$ 294,896

Unaudited Condensed Balance S_2

Unaudited Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Ordinary shares subject to possible redemption, redemption value (in Dollars per share)	$ 18
Preferred stock par or stated value per share (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock shares authorized	5,000,000	5,000,000
Preferred stock shares issued
Preferred stock shares outstanding
Class A Ordinary Shares
Ordinary shares subject to possible redemption	2,214,859	30,000,000
Ordinary shares subject to possible redemption, redemption value (in Dollars per share)	$ 10.96	$ 10.14
Common stock par or stated value per share (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock shares authorized	500,000,000	500,000,000
Common stock shares issued
Common stock shares outstanding
Class B Ordinary Shares
Common stock par or stated value per share (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock shares authorized	50,000,000	50,000,000
Common stock shares issued	7,500,000	7,500,000
Common stock shares outstanding	7,500,000	7,500,000

Unaudited Condensed Statements

Unaudited Condensed Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Formation and operating costs	$ 4,103,770	$ 172,904	$ 5,651,175	$ 712,110
Loss from operations	(4,103,770)	(172,904)	(5,651,175)	(712,110)
Other (expense) income:
Interest income from Trust Account	275,549	1,241,567	2,486,193	1,599,373
Excess of fair value of Capital Contribution Note over proceeds at issuance			(1,059,720)
Change in fair value of Convertible Promissory Notes	(84,126)		(86,515)
Change in fair value of Capital Contribution Note	(405,044)		(426,553)
Change in fair value of warrant liability	(750,293)	985,712	(698,007)	8,195,025
Other income attributable to derecognition of deferred underwriting fees allocated to offering costs	482,662		482,662
Total other (expense) income	(481,252)	2,227,279	698,060	9,794,398
Net (loss) income	$ (4,585,022)	$ 2,054,375	$ (4,953,115)	$ 9,082,288
Redeemable Class A Ordinary Shares
Other (expense) income:
Basic weighted average shares outstanding (in Shares)	2,214,859	30,000,000	6,998,381	30,000,000
Basic net income (loss) per share (in Dollars per share)	$ (0.47)	$ 0.05	$ (0.34)	$ 0.24
Non-redeemable Class B Ordinary Shares
Other (expense) income:
Basic weighted average shares outstanding (in Shares)	7,500,000	7,500,000	7,500,000	7,500,000
Basic net income (loss) per share (in Dollars per share)	$ (0.47)	$ 0.05	$ (0.34)	$ 0.24

Unaudited Condensed Statement_2

Unaudited Condensed Statements of Operations (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Redeemable Class A Ordinary Shares
Diluted weighted average shares outstanding	2,214,859	30,000,000	6,998,381	30,000,000
Diluted net income (loss) per share	$ (0.47)	$ 0.05	$ (0.34)	$ 0.24
Non-redeemable Class B Ordinary Shares
Diluted weighted average shares outstanding	7,500,000	7,500,000	7,500,000	7,500,000
Diluted net income (loss) per share	$ (0.47)	$ 0.05	$ (0.34)	$ 0.24

Unaudited Condensed Statement o

Unaudited Condensed Statement of Changes in Shareholders’ Deficit - USD ($)	Class A Ordinary Shares	Class B Ordinary Shares	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2021		$ 750		$ (18,854,567)	$ (18,853,817)
Balance (in Shares) at Dec. 31, 2021		7,500,000
Net income (loss)				4,715,750	4,715,750
Accretion of interest income to Class A ordinary shares subject to redemption				(37,518)	(37,518)
Balance at Mar. 31, 2022		$ 750		(14,176,335)	(14,175,585)
Balance (in Shares) at Mar. 31, 2022		7,500,000
Balance at Dec. 31, 2021		$ 750		(18,854,567)	(18,853,817)
Balance (in Shares) at Dec. 31, 2021		7,500,000
Net income (loss)					9,082,288
Balance at Sep. 30, 2022		$ 750		(11,371,652)	(11,370,902)
Balance (in Shares) at Sep. 30, 2022		7,500,000
Balance at Mar. 31, 2022		$ 750		(14,176,335)	(14,175,585)
Balance (in Shares) at Mar. 31, 2022		7,500,000
Net income (loss)				2,312,163	2,312,163
Accretion of interest income to Class A ordinary shares subject to redemption				(320,288)	(320,288)
Balance at Jun. 30, 2022		$ 750		(12,184,460)	(12,183,710)
Balance (in Shares) at Jun. 30, 2022		7,500,000
Net income (loss)				2,054,375	2,054,375
Accretion of interest income to Class A ordinary shares subject to redemption				(1,241,567)	(1,241,567)
Balance at Sep. 30, 2022		$ 750		(11,371,652)	(11,370,902)
Balance (in Shares) at Sep. 30, 2022		7,500,000
Balance at Dec. 31, 2022		$ 750		(11,239,897)	(11,239,147)
Balance (in Shares) at Dec. 31, 2022		7,500,000
Net income (loss)				(188,331)	(188,331)
Accretion of interest income to Class A ordinary shares subject to redemption				(1,943,762)	(1,943,762)
Excess of proceeds from Convertible Promissory Notes over fair value at issuance				263,626	263,626
Additional deposits to Trust Account for extension				(150,000)	(150,000)
Balance at Mar. 31, 2023		$ 750		(13,258,364)	(13,257,614)
Balance (in Shares) at Mar. 31, 2023		7,500,000
Balance at Dec. 31, 2022		$ 750		(11,239,897)	(11,239,147)
Balance (in Shares) at Dec. 31, 2022		7,500,000
Net income (loss)					(4,953,115)
Derecognition of deferred underwriting fee					10,017,338
Balance at Sep. 30, 2023		$ 750		(8,535,113)	(8,534,363)
Balance (in Shares) at Sep. 30, 2023		7,500,000
Balance at Mar. 31, 2023		$ 750		(13,258,364)	(13,257,614)
Balance (in Shares) at Mar. 31, 2023		7,500,000
Net income (loss)				(179,762)	(179,762)
Accretion of interest income to Class A ordinary shares subject to redemption				(266,882)	(266,882)
Excess of proceeds from Convertible Promissory Notes over fair value at issuance				230,045	230,045
Additional deposits to Trust Account for extension				(225,000)	(225,000)
Balance at Jun. 30, 2023		$ 750		(13,699,963)	(13,699,213)
Balance (in Shares) at Jun. 30, 2023		7,500,000
Net income (loss)				(4,585,022)	(4,585,022)
Accretion of interest income to Class A ordinary shares subject to redemption				(275,549)	(275,549)
Excess of proceeds from Convertible Promissory Notes over fair value at issuance				233,083	233,083
Derecognition of deferred underwriting fee				10,017,338	10,017,338
Additional deposits to Trust Account for extension				(225,000)	(225,000)
Balance at Sep. 30, 2023		$ 750		$ (8,535,113)	$ (8,534,363)
Balance (in Shares) at Sep. 30, 2023		7,500,000

Unaudited Condensed Statement_3

Unaudited Condensed Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash Flows from Operating Activities:
Net (loss) income	$ (4,953,115)	$ 9,082,288
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest income from Trust Account	(2,486,193)	(1,599,373)
Excess of fair value of Capital Contribution Note over proceeds at issuance	1,059,720
Change in fair value of warrant liability	698,007	(8,195,025)
Change in fair value of Convertible Promissory Notes	86,515
Change in fair value of Capital Contribution Note	426,553
Other income attributable to derecognition of deferred underwriting fees allocated to offering costs	(482,662)
Changes in current assets and current liabilities:
Prepaid expenses	3,415	(75,636)
Accounts payable and accrued expenses	4,590,076	(220,939)
Due to related party	85,741	89,625
Net cash used in operating activities	(971,943)	(919,060)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(600,000)
Cash withdrawn from Trust Account in connection with redemption	282,903,643
Net cash provided by investing activities	282,303,643
Cash Flows from Financing Activities:
Proceeds from issuance of Working Capital Loan	659,069
Proceeds from issuance of Promissory Note - Related Party	600,000
Proceeds from issuance of Capital Contribution Note	300,000
Redemption of Class A ordinary shares	(282,903,643)
Net cash used in financing activities	(281,344,574)
Net Change in Cash	(12,874)	(919,060)
Cash - Beginning of the period	20,706	995,064
Cash - End of the period	7,832	76,004
Supplemental Disclosure of Non-cash Financing Activities:
Accretion of interest income to Class A ordinary shares subject to possible redemption	2,486,193	1,599,373
Accretion of extension deposits to Class A ordinary shares subject to possible redemption	600,000
Excess of proceeds from Convertible Promissory Notes over fair value at issuance	726,754
Derecognition of deferred underwriting fees	$ 10,017,338

Organization and Business Opera

Organization and Business Operation	9 Months Ended
	Sep. 30, 2023
Organization and Business Operation [Abstract]
ORGANIZATION AND BUSINESS OPERATION	NOTE 1. ORGANIZATION AND BUSINESS OPERATION Organization and General Catcha Investment Corp (the “Company”) was incorporated as a Cayman Islands exempted company on December 17, 2020. The Company was incorporated for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2023, the Company had not commenced any operations. All activity through September 30, 2023 relates to the Company’s formation, the Initial Public Offering (as defined below), and after the Initial Public Offering, searching for a Business Combination target, the negotiation of the Business Combination Agreement described below and subsequent amendments thereto, and the preparation and filing on October 3, 2023 with the Securities and Exchange Commission (the “SEC”) of a registration statement on Form F-4 with respect to the Business Combination ( the “Form F-4”). 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 investments held in the trust account established at the consummation of the Initial Public Offering (the “Trust Account”) from the proceeds derived from the Initial Public Offering and will recognize changes in the fair value of warrant liability, Convertible Promissory Notes (which are described in Note 2 — Convertible Promissory Notes) and Capital Contribution Note (which are described in Note 2 — Capital Contribution Note) as other income (expense). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Catcha Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”). Financing The registration statement for the Company’s Initial Public Offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 11, 2021 (the “Effective Date”). On February 17, 2021, the Company consummated the initial public offering (the “Initial Public Offering” or “IPO”) of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), including the issuance of 2,500,000 Units as a result of the underwriter’s partial exercise of the over-allotment option, at $10.00 per Unit generating gross proceeds of $300,000,000, which is described in Note 3. Each Unit consists of one Class A ordinary share, and one-third of one warrant to purchase one Class A ordinary share. Each whole warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Each whole warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO (i.e., February 17, 2021), and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation (see Note 3). Simultaneously with the closing of the IPO, the Company consummated the sale of an aggregate of 5,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per warrant in a private placement to the Company’s Sponsor, generating gross proceeds to the Company of $8,000,000, which is described in Note 4. Following the closing of the IPO on February 17, 2021, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and was invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended ( the “Investment Company Act”), that invests only in direct U.S. government treasury obligations. In March 2023, the Company liquidated the money market funds held in the Trust Account. The funds in the Trust Account will be maintained in cash in an interest-bearing demand deposit account at a bank until the earlier of consummation of the initial Business Combination and liquidation. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the Company’s second amended and restated memorandum and articles of association, and subject to the requirements of law and regulation, provide that the proceeds from the IPO held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the Company’s public shareholders, until the earliest of (i) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s second amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of its Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete the initial Business Combination within 24 months from the closing of the IPO (the “Combination Period”) or during any extended time in which the Company has to consummate a Business Combination beyond the aforementioned period as a result of a shareholder vote to amend the second amended and restated memorandum and articles of association (an “Extension Period”) or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares, and (iii) the redemption of the Company’s public shares if the Company has not consummated its Business Combination within the Combination Period, subject to applicable law. On February 14, 2023, the Company held an extraordinary general meeting of shareholders, at which the Company’s shareholders approved, among other things, a proposal to amend Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate the Business Combination from February 17, 2023 to February 17, 2024 or such earlier date as is determined by the Company’s board of directors. Transaction costs amounted to $17,031,183, consisting of $6,000,000 of underwriting fees, $10,500,000 of deferred underwriting fees (see Note 8), and $531,183 of other offering costs. Of the $17,031,183 transaction costs, $16,236,137 was charged to additional paid-in capital and $795,046 was allocated to the public and private warrants and recorded as other income (loss) during the three months ended March 31, 2021. On August 10, 2023, J.P. Morgan Securities LLC (“J.P. Morgan”), the underwriter in the IPO, waived its entitlement to the payment of $10,500,000 deferred underwriting fee in connection with its role as underwriter in the Company’s IPO. As a result, the Company recognized $482,662 of other income attributable to the derecognition of deferred underwriting fees allocated to offering costs previously expensed and $10,017,338 was recorded to accumulated deficit in relation to the waiver of the deferred underwriting fees in the accompanying financial statements. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount) at the time of the agreement to enter into 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 an 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 public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of the initial Business Combination either (i) in connection with a general 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 proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any, divided by the number of then outstanding public shares. The amount in the Trust Account was initially $10.00 per public share. If the Company is unable to complete a Business Combination within the Combination Period, or during the Extension Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. On February 14, 2023, the Company held an extraordinary general meeting of shareholders, at which the Company’s shareholders approved (i) an amendment to the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate the Business Combination from February 17, 2023 to February 17, 2024 or such earlier date as is determined by the Company’s board of directors and (ii) an amendment to the Company’s investment management trust agreement, dated as of February 11, 2021 (the “IMTA”), by and between the Company and Continental Stock Transfer & Trust Company (“CST”), to extend the date by which the Company has to consummate the Business Combination from February 17, 2023 to February 17, 2024 or such earlier date as is determined by the Company’s board of directors, by extending on a monthly basis. Following such approval by the Company’s shareholders, the Company and CST entered into the Amendment No. 1 to the IMTA on February 14, 2023. In connection with the votes taken at the extraordinary general meeting of shareholders, holders of 27,785,141 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.18 per share, for an aggregate redemption amount of $282,903,643. The funds were redeemed from the Trust Account on February 23, 2023. On February 22, 2023, March 21, 2023, April 19, 2023, May 19, 2023, June 20, 2023, July 20, 2023, August 21, 2023, September 21, 2023 and October 20, 2023, the Company deposited nine tranches of $75,000, for an aggregate of $675,000, into the Trust Account, to extend the date that the Company has to consummate the Business Combination from February 17, 2023 to November 17, 2023. The Company has 3 business days after November 17, 2023 to deposit another $75,000 to the Trust Account, to extend the date that the Company has to consummate a business combination to December 17, 2023. The Company has deposited $50,000 into the Trust Account on November 15, 2023 and intends to deposit $25,000 into Trust Account shortly after the unaudited condensed financial statements are issued. The Company plans to make further monthly deposits of $75,000 to extend this date for each month up through February 17, 2024. The Company is under no further obligation to make any additional deposits. The Sponsor and the Company’s officers and directors have agreed to (i) waive their redemption rights with respect to their Class B ordinary shares (the “Founder Shares”) and public shares in connection with the completion of the Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s second amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of its Class A ordinary shares the right to have their shares redeemed in connection with the Business Combination or to redeem 100% of its public shares if the Company does not complete the Business Combination within 24 months from the closing of the IPO or during the Extension Period or (B) with respect to any other provision relating to the rights of holders of its Class A ordinary shares, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and public shares they hold if the Company fails to consummate the Business Combination within the Combination Period or during the Extension Period. In the event of the liquidation of the Trust Account upon the failure of the Company to consummate a Business Combination, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Business Combination Agreement On August 3, 2023, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with Crown LNG Holding AS, a private limited liability company incorporated under the laws of Norway (“Crown”), Crown LNG Holdings Limited, a private limited company incorporated under the laws of Jersey, Channel Islands (“PubCo”), and CGT Merge II Limited, a Cayman Islands exempted company limited by shares (“Merger Sub”). Pursuant to the Business Combination Agreement, subject to the satisfaction or waiver of certain conditions set forth therein, (i) Merger Sub will merge with and into the Company, with the Company being the surviving company and becoming the wholly owned subsidiary of PubCo, as a result of which (a) each of the Company’s Class A ordinary share and Class B ordinary share issued and outstanding immediately prior to the effective time of the merger (the “Merger Effective Time”) shall automatically be cancelled and cease to exist in exchange for the right to receive one newly issued ordinary share of PubCo, and (b) each Company warrant outstanding immediately prior to the Merger Effective Time shall cease to be a warrant with respect to the Company’s ordinary shares and be assumed by PubCo and converted into a warrant to purchase one ordinary share of PubCo; and (ii) subject to the certain procedures and conditions, Crown shareholders will transfer their Crown shares to PubCo in exchange for their Pro Rata Share (as defined below) of the Exchange Consideration (as defined below). The “Exchange Consideration” is a number of newly issued ordinary shares of PubCo equal to (a) a transaction value of $600 million divided by (b) a per share price of $10.00. “Pro Rata Share” means, with respect to each Crown shareholder, a fraction expressed as a percentage equal to (i) the number of Crown shares held by such Crown shareholder immediately prior to the effective time of the exchange (the “Exchange Effective Time”), divided by (ii) the total number of issued and outstanding Crown shares immediately prior to the Exchange Effective Time. During the seven years following the consummation of the Business Combination (the “Closing”), the persons who are Crown shareholders immediately prior to the Exchange Effective Time and who have participated in the Exchange shall have the contingent right to receive in the aggregate a number of ordinary shares of PubCo equivalent to 10% of the issued and outstanding ordinary shares of PubCo as of the Closing (the “Earnout Shares”), which will vest upon achievement of certain share prices and milestones as provided under the Business Combination Agreement. On October 2, 2023, the Business Combination Agreement was amended to delete the provisions with regards to the Earnout Shares in their entirety. The Business Combination Agreement may be terminated under certain customary circumstances at any time prior to the Closing, including, without limitation, (i) upon the mutual written consent of the Company and Crown, (ii) by either the Company or Crown, if any of the conditions to the Closing has not been satisfied or waived by February 17, 2024, (iii) by the Company, on the one hand, or Crown, on the other hand, as a result of certain material breaches by the counterparties to the Business Combination Agreement that remain uncured after any applicable cure period, (iv) by either the Company or Crown, if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently prohibiting the transactions contemplated by the Business Combination Agreement, (v) by the Company, on the one hand, or Crown, on the other hand, as a result of the failure by the counterparties to obtain approvals required for the Business Combination, (vi) by the Company, if there has been a material adverse effect on each of Crown and its direct and indirect subsidiaries and (vii) by the Company, if Crown’s financials have not been delivered to the Company by September 15, 2023. The Company has received Crown’s financials prior to September 15, 2023, so clause (vii) is not applicable anymore. Going Concern As of September 30, 2023, the Company had $7,832 in cash outside of the Trust Account and working capital deficit of $7,767,696. On December 13, 2022, the Company issued an unsecured convertible promissory note (see Note 5) to the Sponsor, pursuant to which the Company may borrow up to $1,500,000 (the “$1.5 Million Convertible Promissory Note”) from the Sponsor. As of September 30, 2023, the Company had $659,069 principal outstanding under such note, with a fair value of $323,934. Up to the date that the unaudited condensed financial statements were issued, the Company received a total of $834,252 principal for working capital purposes under the $1,500,000 Convertible Promissory Note. On February 14, 2023, the Company issued an unsecured convertible promissory note (the “Extension Note”) to the Sponsor, pursuant to which the Company may borrow up to $900,000 (the “Extension Loan”) from the Sponsor. Pursuant to the Extension Note, until February 17, 2024 or such earlier date as is determined by the Company’s board of directors, the Sponsor has agreed to deposit into the Company’s Trust Account the lesser of (i) $75,000 or (ii) $0.0375 for each unredeemed public share, for each month (or a pro rata portion thereof if less than a month) until the earlier of (i) the date of the extraordinary general meeting held in connection with a shareholder vote to approve the Business Combination, and (ii) the date that $900,000 has been loaned. As of September 30, 2023, the Company had $600,000 outstanding under the Extension Loan. Up to the date that the unaudited condensed financial statements were issued, the Company had received $725,000 under the Extension Loan. Using these loans received, the Company deposited nine tranches of $75,000 and one $50,000 into the Trust Account on February 22, 2023, March 21, 2023, April 19, 2023, May 19, 2023, June 20, 2023, July 20, 2023, August 21, 2023, September 21, 2023, October 20, 2023 and November 15, 2023. The Company intends to withdraw an additional $25,000 under the Extension Note and deposit it into Trust Account shortly after the unaudited condensed financial statements are issued, On March 9, 2023, the Company entered into a subscription agreement (the “March Subscription Agreement”) with the Sponsor and Polar Multi-Strategy Master Fund (“Polar”), pursuant to which Polar has agreed to provide $300,000 to the Company (the “Capital Contribution Note”) as discussed in Note 6. As of September 30, 2023, the Company had received the entire $300,000 funding under such note (see Note 6). In addition to the $1.5 Million Convertible Promissory Note, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required. Management will use these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating a Business Combination. No additional funding has been received under this arrangement. However, management expects the Company to continue to incur significant costs in pursuit of the consummation of a Business Combination and current funds, committed or otherwise, may not be sufficient to operate the Company for at least the 12 months following the issuance of the unaudited condensed financial statements contained herein. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Subtopic (“ASC”) 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that if the Company is unable to complete a Business Combination by February 17, 2024 (subject to the Company making the required monthly deposits of $75,000 to extend the date by which to consummate the Business Combination each month up through February 17, 2024) or such earlier date as is determined by the Company’s board of directors, then the Company will cease all operations except for the purpose of liquidating. The mandatory liquidation, subsequent dissolution and the liquidity issues described above raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these unaudited condensed financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 17, 2024 or such earlier date as is determined by the Company’s board of directors. On October 25, 2023, the Company entered into another subscription agreement (the “October Subscription Agreement”) with the Sponsor and Polar, pursuant to which Polar agreed to fund a capital contribution of $750,000, without interest, to the Company to provide the Company with liquidity. See Note 10, “Subsequent Events.” Risks and Uncertainties Management is currently evaluating the impact of persistent inflation and rising interest rates, financial market instability, including the recent bank failures, the lingering effects of the COVID-19 pandemic and certain geopolitical events, including the current wars, and has concluded that while it is reasonably possible that the risks and uncertainties related to or resulting from these events could have a negative effect on the Company’s financial position, results of its operations and/or the closing of the Business Combination, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
	Sep. 30, 2023
Significant Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on April 24, 2023 (the “Annual Report”). The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply on on-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $7,832 and $20,706 in cash and did not have any cash equivalents as of September 30, 2023 and December 31, 2022, respectively. Cash and investments held in Trust Account In March 2023, the Company liquidated the money market funds held in the Trust Account. The funds in the Trust Account will be maintained in cash in an interest-bearing demand deposit account at a bank until the earlier of consummation of the initial Business Combination and liquidation. Prior to liquidating the money market funds, the Company’s portfolio of investments was comprised primarily of U.S. Treasury securities. The Company classifies its money market funds as trading securities in accordance with ASC Topic 320, “Investments-Debt and Equity Securities.” Trading securities are presented on the condensed 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 interest income from Trust Account in the accompanying unaudited condensed statements of operations. As of September 30, 2023 and December 31, 2022, the assets held in the Trust Account were $24,268,839 and $304,086,289, respectively. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2023 and December 31, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value Measurements FASB ASC Topic 820, “Fair Value Measurement” (“ASC 820”), defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: ● Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. ● Level 2 – Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. ● Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of certain of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the condensed balance sheets. The fair values of prepaid expenses, accounts payable and accrued expenses, and due to related party are estimated to approximate the carrying values as of September 30, 2023 and December 31, 2022 due to the short maturities of such instruments. Offering Costs Associated with IPO The Company complies with the requirements of the FASB ASC 340-10-S99, “Other Assets and Deferred Costs – SEC Materials,” and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering”. Offering costs consist principally of underwriting fees, professional fees and registration fees that are related to the IPO. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A ordinary shares. Offering costs in the aggregate of $16,236,137 were charged to shareholders’ equity (deficit) (consisting of $5,724,193 in underwriting fees, $10,017,338 in deferred underwriting fees, and $494,606 in other offering costs), and offering costs in the aggregate of $795,046 were recorded as other income (loss) (consisting of $275,807 in underwriting fees, $482,662 in deferred underwriting fees, and $36,577 in other offering costs) during the three months ended March 31, 2021. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable 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, all ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. In connection with the extraordinary general meeting of shareholders held on February 14, 2023, holders of 27,785,141 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.18 per share, for an aggregate redemption amount of $282,903,643, which includes interest of $5,052,233. At September 30, 2023 and December 31, 2022, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Shares Amount Gross proceeds from Initial Public Offering 30,000,000 $ 300,000,000 Less: Proceeds allocated to Public Warrants — (13,790,354 ) Less: Class A ordinary shares issuance costs — (16,236,137 ) Less: Initial fair value of over-allotment option — (325,679 ) Add: Remeasurement of Class A ordinary shares to redemption value — 30,352,170 Add: Accretion of interest income to Class A ordinary shares subject to redemption — 4,086,289 Class A ordinary shares subject to possible redemption as of December 31, 2022 30,000,000 304,086,289 Add: Accretion of interest income to Class A ordinary shares subject to redemption — 1,943,762 Add: Accretion of extension deposit to Class A ordinary shares subject to redemption — 150,000 Less: Class A ordinary shares redeemed, including interest (27,785,141 ) (282,903,643 ) Class A ordinary shares subject to possible redemption as of March 31, 2023 2,214,859 23,276,408 Add: Accretion of interest income to Class A ordinary shares subject to redemption — 266,882 Add: Accretion of extension deposit to Class A ordinary shares subject to redemption — 225,000 Class A ordinary shares subject to possible redemption as of June 30, 2023 2,214,859 23,768,290 Add: Accretion of interest income to Class A ordinary shares subject to redemption — 275,549 Add: Accretion of extension deposit to Class A ordinary shares subject to redemption — 225,000 Class A ordinary shares subject to possible redemption as of September 30, 2023 2,214,859 $ 24,268,839 Convertible Promissory Notes The Company elected to account for the Convertible Promissory Notes (which include the $1.5 Million Convertible Promissory Note and the Extension Note) entered into with the Sponsor pursuant to the fair value option under ASC 825. ASC 825-10-15-4 provides for the “fair value option” election, to the extent not otherwise prohibited by ASC 825-10-15-5, to be afforded to financial instruments, wherein the financial instrument is initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. Differences between the face value of the Convertible Promissory Notes and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Any material changes in the estimated fair value of the Convertible Promissory Notes are recognized as non-cash gains or losses in the condensed statements of operations. The Company believes that the fair value option better reflects the underlying economics of the Convertible Promissory Notes. As such, the Convertible Promissory Notes were initially measured at $532,315 as of the issue dates (including $277,507 under the $1.5 Million Convertible Promissory Note and $254,808 under the Extension Note). For the three and nine months ended September 30, 2023, $233,083 and $726,754 excess of proceeds over fair value at issuance was recorded as additional paid-in capital in the accompanying unaudited condensed statements of shareholders’ deficit. As of September 30, 2023, the fair value of the Convertible Promissory Notes was $618,830 (including $323,934 under the $1.5 Million Convertible Promissory Note and $294,896 under the Extension Note). For the three and nine months ended September 30, 2023, the Company recognized $84,126 and $86,515 unrealized loss on fair value changes of the Convertible Promissory Notes, respectively, in the unaudited condensed statements of operations. Capital Contribution Note The Company elected to account for the Capital Contribution Note entered into with Polar and the Sponsor pursuant to the fair value option under ASC 825. ASC 825-10-15-4 provides for the “fair value option” election, to the extent not otherwise prohibited by ASC 825-10-15-5, to be afforded to financial instruments, wherein the financial instrument is initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. Differences between the face value of the Capital Contribution Note and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Any material changes in the estimated fair value of the Capital Contribution Note are recognized as non-cash gains or losses in the condensed statements of operations. The Company believes that the fair value option better reflects the underlying economics of the Capital Contribution Note. The fair value of the Capital Contribution Note will include both the fair value of the 300,000 shares in consideration for the Capital Calls as described in Note 6 and the principal as of each reporting date. As such, the Capital Contribution Note was initially measured at $1,359,720 as of the issue date. The $1,059,720 excess of fair value of Capital Contribution Note over proceeds at issuance was recorded in the accompanying unaudited condensed statement of operations for the nine months ended September 30, 2023. As of September 30, 2023, the fair value of the Capital Contribution Note was $1,786,273. For the three and nine months ended September 30, 2023, the Company recognized $405,044 and $426,553 unrealized loss on fair value changes of the Capital Contribution Note, respectively, in the unaudited condensed statements of operations. Warrant Liability The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company accounts for the warrants issued in connection with the IPO and the private placement in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each reporting periods. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. As of September 30, 2023 and December 31, 2022, there were 15,333,333 public and private warrants outstanding (not including the 839,379 and 0 warrants as of September 30, 2023 and December 31, 2022, respectively, that could be issued upon conversion of the Convertible Promissory Notes). Net (Loss) Income Per Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 15,333,333 potential ordinary shares for outstanding warrants to purchase the Company’s stock, the 839,379 potential ordinary shares for the warrants that could be issued upon conversion of the Convertible Promissory Notes, to purchase the Company’s stock, and the 330,000 potential ordinary shares (including 30,000 shares in consideration of the $300,000 principal amount outstanding under the Capital Contribution Note, if Polar elects to receive shares at a rate of one Class A ordinary share for each $10.00, and 300,000 shares in consideration of the Capital Calls as described in Note 6) that will be issued to Polar at the Closing were excluded from diluted earnings per share for the three and nine months ended September 30, 2023 and 2022 because the warrants and the shares that will be issued to Polar are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net (loss) income per share is the same as basic net (loss) income per share for the periods. In addition, any shares subject to forfeiture are not included in the weighted average shares outstanding until the forfeiture restrictions lapse. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of ordinary shares. Because the redemption value of the Class A ordinary shares approximates their fair value, remeasurement to redemption value is not impacting allocable earnings. For the Three Months Ended September 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (1,045,324 ) $ (3,539,698 ) $ 1,643,500 $ 410,875 Denominator: Weighted-average shares outstanding 2,214,859 7,500,000 30,000,000 7,500,000 Basic and diluted net (loss) income per share $ (0.47 ) $ (0.47 ) $ 0.05 $ 0.05 For the Nine Months Ended September 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (2,390,873 ) $ (2,562,242 ) $ 7,265,830 $ 1,816,458 Denominator: Weighted-average shares outstanding 6,998,381 7,500,000 30,000,000 7,500,000 Basic and diluted net (loss) income per share $ (0.34 ) $ (0.34 ) $ 0.24 $ 0.24 Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed 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. As of September 30, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. The Company has not adopted this guidance as of September 30, 2023. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on these unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2023
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING On February 17, 2021, the Company sold 30,000,000 Units, including the issuance of 2,500,000 Units as a result of the underwriter’s partial exercise of the over-allotment option, at a purchase price of $10.00 per Unit. The over-allotment option covering an additional 1,625,000 Units expired on March 28, 2021. Each Unit consists of one Class A ordinary share, and one-third of one warrant to purchase one Class A ordinary share. Each whole warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Each whole warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO, February 17, 2021, and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. Following the closing of the IPO on February 17, 2021, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and was invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act that invests only in direct U.S. government treasury obligations. In March 2023, the Company liquidated the money market funds held in the Trust Account. The funds in the Trust Account will be maintained in cash in an interest-bearing demand deposit account at a bank until the earlier of consummation of the initial Business Combination and liquidation. Warrants As of September 30, 2023, there were 10,000,000 public warrants and 5,333,333 Private Placement Warrants outstanding (not including the 839,379 warrants that could be issued upon conversion of the Convertible Promissory Notes). Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. 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 Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of 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 the Company’s 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, and the $18.00 per share redemption trigger price (discussed below) 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 (discussed below) will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 6 0t Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except 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 closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. Redemption of warrants 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 a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares; ● if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) 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 for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants. The warrant agreement contains an alternative issuance provision that if less than 70% of the consideration receivable by the holders of the ordinary shares in the Business Combination is payable in the form of ordinary shares in the successor entity, and if the holders of the warrants properly exercise the warrants within thirty days following the public disclosure of the consummation of the Business Combination by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the ordinary shares consists exclusively of cash, the amount of such cash per ordinary share, and (ii) in all other cases, the volume weighted average price of the ordinary shares as reported during the ten-trading day period ending on the trading day prior to the effective date of the Business Combination. The Company believes that the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815–40, and thus the warrants are not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability at fair value upon the closing of the IPO. The warrants were allocated a portion of the proceeds from the issuance of the Units equal to their fair value determined by the Monte Carlo simulation. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. If no events occurred during the period, the warrants will not be reclassified. The fair value of the liabilities is re-measured at the end of every reporting period and the change in fair value is reported in the statements of operations as a gain or loss on derivative financial instruments.

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2023
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $8,000,000. The fair value of the warrants as of the IPO was $1.38 per warrant, for a total initial fair value of $7,375,280. The excess of cash received over the fair value of the Private Placement Warrants was $624,720 and was reflected in additional paid-in capital on the statements of changes in shareholders’ deficit for the three months ended March 31, 2021. The proceeds from the sale of the Private Placement Warrants were added to the proceeds from the IPO 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 (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On December 28, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001. On February 11, 2021, the Company effected a share capitalization resulting in the Sponsor holding an additional 718,750 Class B ordinary shares for an aggregate of 7,906,250 Class B ordinary shares including up to 1,031,250 Founder Shares subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment option was exercised. On February 17, 2021, J.P. Morgan partially exercised its over-allotment option, hence, 625,000 Founder Shares were no longer subject to forfeiture. At March 28, 2021, the over-allotment option expired, hence the 406,250 Class B ordinary shares were forfeited. As of September 30, 2023 and December 31, 2022, there were 7,500,000 Founder Shares issued and outstanding. The Sponsor and the Company’s directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares (except to certain permitted transferees and under certain circumstances) until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property (the “lock-up”). Notwithstanding the foregoing, if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, 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 (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. The Sponsor and the Company’s directors and executive officers have also agreed not to transfer any of their Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) until 30 days after the completion of the initial Business Combination. Due to related party As of September 30, 2023 and December 31, 2022, the amount due to related party was $211,366 and $125,625, respectively, which mainly consisted of the unpaid portion of the administrative service fee described below. Promissory Notes-Related Party On December 28, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company was allocated to borrow up to $300,000 to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, unsecured and were due at the earlier of September 30, 2021 or the closing of the IPO. On February 22, 2021, the Company repaid $131,259 of amounts borrowed from the Sponsor, the funds of which were used to pay offering costs. The note was terminated on February 22, 2021. On February 14, 2023, the Company issued an unsecured convertible promissory note (the “Extension Note” and, together with the “1.5 Million Convertible Promissory Note” as described below, the “Convertible Promissory Notes”) to the Sponsor, pursuant to which the Company may borrow up to $900,000 (the “Extension Loan”) from the Sponsor. Pursuant to the Extension Note, from February 17, 2023 to February 17, 2024 or such earlier date as is determined by the Company’s board of directors, the Sponsor has agreed to deposit into the Company’s Trust Account the lesser of (i) $75,000 or (ii) $0.0375 for each unredeemed public share, for each month (or a pro rata portion thereof if less than a month) until the earlier of (i) the date of the extraordinary general meeting held in connection with a shareholder vote to approve the Business Combination, and (ii) the date that $900,000 has been loaned. Such loan may, at the Sponsor’s discretion, be converted into warrants (the “Extension Loan Warrants”) to purchase Class A ordinary shares of the Company, par value $0.0001 per share, at a conversion price equal to $1.50 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share of the Company at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants that were issued in connection with the IPO. The terms of the Extension Loan Warrants will be identical to those of the Private Placement Warrants. The Extension Loan will not bear any interest, and will be repayable by the Company to the Sponsor, on a date that is the earlier of (a) the consummation of the Company’s initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities and (b) the liquidation of the Company. The maturity date of the Extension Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Extension Note). The Extension Note was valued using the fair value method, with the changes of fair value at each reporting period recorded in the unaudited condensed statement of operations. As of September 30, 2023, $600,000 was drawn under the Extension Loan, with an initial fair value of $254,808 at the issuance dates. The difference of $345,192, between the withdrawals of $600,000 and the fair value at the issuance dates of $254,808, was recorded in additional paid-in capital in the accompanying condensed statement of shareholders’ deficit for the nine months ended September 30, 2023. As of September 30, 2023, the Extension Note was presented at its fair value of $294,896 on the accompanying condensed balance sheet (see Note 7). Up to the date that the unaudited condensed financial statements were issued, the Company had received $725,000 for the extension deposits under the Extension Note. For the three and nine months ended September 30, 2023, the Company recorded $39,232 and $40,088 unrealized loss on fair value changes of the Extension Note, respectively, in the accompanying unaudited condensed statement of operations. Working Capital Loans In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. A portion of the Working Capital Loans, not to exceed $1,500,000, may be convertible into Private Placement Warrants at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. On December 13, 2022, the Company issued an unsecured convertible promissory note under the Working Capital Loans to the Sponsor, pursuant to which the Company may borrow up to $1,500,000 from the Sponsor (the “$1.5 Million Convertible Promissory Note,” and together with the “Extension Note” as described above, the “Convertible Promissory Notes”). Such loan may, at the Sponsor’s discretion, be converted into Private Placement Warrants at a price of $1.50 per warrant as described above. The $1.5 Million Convertible Promissory Note will not bear any interest, and will be repayable by the Company to the Sponsor, on a date that is the earlier of (a) the consummation of the Company’s initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities and (b) the liquidation of the Company. The maturity date of the $1.5 Million Convertible Promissory Note may be accelerated upon the occurrence of an Event of Default (as defined under the $1.5 Million Convertible Promissory Note). As of September 30, 2023 and December 31, 2022, $659,069 and $0 were outstanding under the $1.5 Million Convertible Promissory Note. Up to the date that the unaudited condensed financial statements were issued, the Company received a total of $834,252 for working capital purposes under the $1.5 Million Convertible Promissory Note. The $1.5 Million Convertible Promissory Note was valued using the fair value method, with the changes of fair value at each reporting period recorded in statement of operations. As of September 30, 2023, $659,069 was drawn down under such loan, with an initial fair value of $277,507 at the issuance dates. The difference of $381,562, between the draw of $659,069 and the fair value at the issuance dates of $277,507, was recorded in additional paid-in capital in the accompanying unaudited condensed statement of shareholders’ deficit. As of September 30, 2023, the $1.5 Million Convertible Promissory Note was presented at its fair value of $323,934 on the accompanying condensed balance sheets. As of December 31, 2022, the Company had no borrowings under the $1.5 Million Convertible Promissory Note (see Note 7). For the three and nine months ended September 30, 2023, the Company recorded $44,894 and $46,427 unrealized loss on fair value changes of the $1.5 Million Convertible Promissory Note, respectively, in the accompanying unaudited condensed statement of operations. Administrative Service Fee The Company has agreed, commencing on the date the securities of the Company were first listed on the NYSE, to pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. For both the three months ended September 30, 2023 and 2022, the Company incurred $30,000 in expenses in connection with such services. For both the nine months ended September 30, 2023 and 2022, the Company incurred $90,000 in expenses in connection with such services. All such expenses were recorded in the accompanying unaudited condensed statements of operations. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

Capital Contribution Note

Capital Contribution Note	9 Months Ended
	Sep. 30, 2023
Capital Contribution Note [Abstract]
CAPITAL CONTRIBUTION NOTE	NOTE 6. CAPITAL CONTRIBUTION NOTE On March 9, 2023, the Company entered into a subscription agreement (the “March Subscription Agreement”) with the Sponsor and Polar Multi-Strategy Master Fund (“Polar”), pursuant to which the Sponsor sought to raise $1,200,000 to fund the extension and to provide working capital to the Company. The Sponsor committed to fund $900,000 of this amount through the Extension Note described in Note 5 above and Polar agreed to provide the remaining $300,000 (the “Capital Contribution Note”). The Company will request funds from the Sponsor for working capital purposes (“Drawdown Request”). Upon at least five (5) calendar days’ prior written notice, the Sponsor may require a drawdown from Polar against the capital commitment in order to meet 25% of the Sponsor’s commitment to the Company under a Drawdown Request (“Capital Call”). In consideration of the Capital Call(s) made hereunder, the Company will issue 300,000 Class A ordinary shares to Polar at the Closing. Any amounts funded by the Sponsor to the Company under a Drawdown Request shall not accrue interest and shall be promptly repaid by the Company to the Sponsor upon the Closing. Following receipt of such sums from the Company, and in any event within five (5) business days of the Closing, the Sponsor or the Company shall pay Polar an amount equal to Capital Calls funded under the March Subscription Agreement (the “Business Combination Payment”). The Company and Sponsor are jointly and severally obligated to make the Business Combination Payment to Polar. Polar may elect at the Closing to receive such Business Combination Payment in cash or Class A ordinary shares at a rate of one Class A ordinary share for each $10.00 of the Capital Calls funded under the March Subscription Agreement. If the Company liquidates without consummating a Business Combination, any amounts remaining in the Sponsor or the Company’s cash accounts after paying any outstanding third party invoices (excluding any due to the Sponsor), not including the Company’s Trust Account, will be paid to Polar within five (5) days of the liquidation. The Company treated the Capital Contribution Note as a debt instrument and measured it with fair value method, and records changes of fair value at each reporting period in the statement of operations. The fair value of the Capital Contribution Note will include both the fair value of the 300,000 shares in consideration for the Capital Calls and the principal as of each reporting date. As of September 30, 2023, the entire $300,000 funding was received under the Capital Contribution Note. The initial fair value of the Capital Contribution Note was $1,359,720. The difference of $1,059,720, between the $300,000 principal and the initial fair value of $1,359,720, was recorded as expenses in the accompanying unaudited condensed statement of operations for the nine months ended September 30, 2023. As of September 30, 2023, the Capital Contribution Note was presented at its fair value of $1,786,273 on the accompanying condensed balance sheets (see Note 7). For the nine months ended September 30, 2023, the Company recorded $1,059,720 unrealized loss on excess of fair value of the Capital Contribution Note over proceeds at issuance in the accompanying unaudited condensed statement of operations. For the three and nine months ended September 30, 2023, the Company recorded $ 405,044 and $426,553 unrealized loss on fair value changes of the Capital Contribution Note, respectively, in the accompanying unaudited condensed statement of operations.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2023
Fair Value Measurements [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 7. FAIR VALUE MEASUREMENTS The following tables presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. September 30, Quoted Prices Significant Significant Liabilities Warrant Liability - Public Warrants $ 500,000 $ — $ 500,000 $ — Warrant Liability - Private Placement Warrants 266,667 — 266,667 — Working Capital Loans 323,934 — — 323,934 Promissory Note- Related Party 294,896 — — 294,896 Capital Contribution Note 1,786,273 — — 1,786,273 Total $ 3,171,770 $ — $ 766,667 $ 2,405,103 December 31, Quoted Prices Significant Significant Assets Cash and investments held in Trust Account - Trading Securities $ 304,086,289 $ 304,086,289 $ — $ — $ 304,086,289 $ 304,086,289 $ — $ — Liabilities Warrant Liability - Public Warrants $ 42,000 $ 42,000 $ — $ — Warrant Liability – Private Placement Warrants 26,660 — 26,660  — $ 68,660 $ 42,000 $ 26,660 $ — The warrants, Working Capital Loans, the Extension Note and the Capital Contribution Note are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities, Working Capital Loans, Promissory Note-Related Party and Capital Contribution Note, respectively, in the accompanying condensed balance sheets. The warrant liabilities, Working Capital Loans, Promissory Note-Related Party and Capital Contribution Note are measured at fair value at inception and on a recurring basis, with changes in fair value presented in the unaudited condensed statements of operations. The excess of proceeds over fair value at issuance was recorded as additional paid-in capital in the accompanying unaudited condensed statements of shareholders’ equity. The excess of fair value over proceeds at issuance was recorded as expenses in the accompanying unaudited condensed statement of operations. Warrant Liability The Company’s public and private warrant liabilities were valued using a Monte Carlo simulation at issuance date utilizing management judgment and pricing inputs from the quoted underlying ordinary shares. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the public and private warrant liabilities was initially classified as Level 3. On November 4, 2022, the New York Stock Exchange (the “NYSE”) notified the Company, and publicly announced, that the NYSE determined to commence proceedings to delist the Company’s warrants, each whole warrant exercisable for one Class A ordinary share and listed to trade on the NYSE under the symbol “CHAA WS”, from the NYSE and that trading in the warrants would be suspended immediately, due to “abnormally low” trading price levels pursuant to Section 802.01D of the NYSE Listed Company Manual. The public warrants began to trade over-the counter (OTC) since then. On March 23, 2023, the Company received approval to transfer the listing of Class A ordinary shares from the NYSE to the NYSE American and on March 28, 2023, the Class A ordinary shares began trading on the NYSE American under the symbol “CHAA”. In connection with the transfer, effective March 28, 2023, any remaining units were mandatorily separated into their component parts and the units are no longer traded on the NYSE. The Company’s public warrants began trading under the ticker CHAAWS, on April 5, 2021. After this date, the public warrant values per share were based on the observed trading prices of the public warrants as of each balance sheet date. The fair value of the public warrant liability was classified as Level 1 as of April 5, 2021 and December 31, 2022. As of September 30, 2023, the fair value of the public warrant liability was re-classified as Level 2 due to the insufficient trading volume. As of September 30, 2023 and December 31, 2022, the Private Placement Warrants were valued using a Monte Carlo model using the quoted underlying public warrants. Due to the observable inputs in the fair value estimation of the Private Placement Warrants, these inputs were classified as Level 2 as of December 31, 2022 and September 30, 2023. The key inputs used in the Monte Carlo simulation for the Private Placement Warrants as of September 30, 2023 and December 31, 2022 were as follows: Input September 30, December 31, Public Warrant Price 0.050 0.004 Risk-free interest rate 5.47 % 4.74 % Expected term (years) 0.96 0.76 Expected volatility de minimis 5.4 % Stock price $ 11.00 $ 10.09 Exercise price $ 11.50 $ 11.50 Likelihood of Completing a Business Combination 50 % 50 % Convertible Promissory Notes Valuation of the Convertible Promissory Notes (which includes the $1.5 Million Convertible Promissory Note and the Extension Note) was determined using a discounted cash flow analysis based on the estimated timing of the initial business combination and classified as a Level 3 valuation. The key inputs for discounted cash flow analysis at initial draw dates and September 30, 2023 were as follows: Input September 30, Initial Draw Risk-free interest rate for warrant 4.60 % 3.54-4.62 % Risk-free interest rate for debt 5.54 % 4.82-5.58 % Term of Debt Conversion 0.32 0.32-0.80 Term of Warrant Conversion 5.32 5.32-5.80 Expected volatility 0.1 % 0.1-4.1 % Iterated/Market Stock price $ 11.00 $ 10.20-11.00 Exercise price of Warrants $ 11.5 $ 11.5 Strike Price of Debt Conversion $ 1.5 $ 1.5 Likelihood of Completing a Business Combination 50 % 40-50 % Activity for the three and nine months ended September 30, 2023 for the Convertible Promissory Notes (which include the $1.5 Million Convertible Promissory Note and the Extension Note) was as follows: Extension Working Proceeds from Convertible Promissory Notes $ 150,000 $ 278,564 Excess of proceeds over fair value at issuance (92,190 ) (171,436 ) Change in fair value through March 31, 2023 234 667 Fair value as of March 31, 2023 58,044 107,795 Additional proceeds from Convertible Promissory Notes 225,000 150,000 Excess of proceeds over fair value at issuance (137,931 ) (92,114 ) Change in fair value through June 30, 2023 622 866 Fair value as of June 30, 2023 145,735 166,547 Additional proceeds from Convertible Promissory Notes 225,000 230,505 Excess of proceeds over fair value at issuance (115,071 ) (118,012 ) Change in fair value through September 30, 2023 39,232 44,894 Fair value as of September 30, 2023 $ 294,896 $ 323,934 Capital Contribution Note Valuation of the Capital Contribution Note was determined using a Probability Weighted Expected Return Method (“PWERM”) and classified as a Level 3 valuation. The PWERM is a multistep process in which value is estimated based on the probability -weighted present value of various future outcomes. The key inputs for PWERM at the initial withdraw dates and September 30, 2023 were as follows: Input September 30, Initial Risk-free interest 5.50 % 4.6-4.84 % Estimated Term 0.32 0.72-1.34 Expected volatility 0.1 % 2.6-3.4 % Iterated/Market Stock price $ 11.00 $ 1 0.23-10.33 Likelihood of Completing a Business Combination 50 % 40 % Consideration for the Capital Call(s)- in shares 300,000 300,000 Activity for the three and nine months ended September 30, 2023 for the Capital Contribution Note was as follows: Polar Proceeds from Capital Contribution Note $ 200,000 Excess of fair value over proceeds at issuance 1,104,618 Change in fair value through March 31, 2023 4,130 Fair value of the Capital Contribution Note as of March 31, 2023 1,308,748 Additional proceeds from Capital Contribution Note 100,000 Excess of fair value over proceeds at issuance (44,898 ) Change in fair value through June 30, 2023 17,379 Fair value of the Capital Contribution Note as of June 30, 2023 1,381,229 Change in fair value through September 30, 2023 405,044 Fair value of the Capital Contribution Note as of September 30, 2023 $ 1,786,273

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 8. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, the Class A ordinary shares that will be issued to Polar at Closing, the Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans and the Extension Note (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and the Extension Note) will be entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are 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 Company’s completion of its initial Business Combination. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after 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 underwriter of the IPO is entitled to a deferred underwriting fee of 3.5% of the gross proceeds of the IPO, or $10,500,000, held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. The deferred underwriting fee is included as a liability on the condensed balance sheets as of September 30, 2023 and December 31, 2022. On August 10, 2023, J.P. Morgan waived its entitlement to the payment of $10,500,000 deferred underwriting fee in connection with its role as underwriter in the Company’s IPO. Furthermore, J.P. Morgan had no role in connection with the Business Combination. As a result, the Company recognized $482,662 of other income attributable to the derecognition of deferred underwriting fees allocated to offering costs previously expensed and $10,017,338 was recorded to accumulated deficit in relation to the waiver of the deferred underwriting fees in the accompanying financial statements. Advisory Agreements On March 14, 2023, the Company entered into an agreement with Chardan Capital Markets, LLC (“Chardan”) for Chardan to act as exclusive capital markets technical advisor with respect to an event of a stock exchange demand for action by the Company at a time other than the initial closing of a business combination involving the Company and a target or targets. The agreement calls for Chardan to receive a fee of $175,000 at the signing of the agreement, a fee of $175,000 no later than 10 calendar days after Chardan informs the Company of the documented completion of the technical advisory activities and a deferred fee of $275,000 at the earlier of (i) the closing of a Business Combination from the closing flow-of-funds or (ii) upon the liquidation of the Trust Account if the Company has not consummated a Business Combination. For the three and nine months ended September 30, 2023, the Company recorded $625,000 and $0 of such advisory service fee in the accompanying unaudited condensed statement of operations. As of September 30, 2023, the Company had paid $350,000 to Chardan and the total unpaid amounts to Chardan was $275,000. On March 26, 2023, the Company entered an agreement with Alumia SARL (“Alumia”) to act as a non-exclusive transactional and strategic capital markets advisor to the Company assisting with introductions and with respect to the Company’s potential Business Combination. The agreement calls for Alumia to receive simultaneously with the Closing of the Business Combination (a) a fee in the amount of $2,500,000 and (b) a fee of 4% multiplied by the dollar amount of any equity financing transactions which may be entered into by third party investors identified and introduced by Alumia prior to the Closing, regardless of whether the counterparty in the Business Combination was a subject target, payable upon the Closing. Alumia is currently not involved in the Company’s Business Combination transaction with Crown, and no fee is currently payable under this agreement. On May 18, 2023, the Company engaged J.V.B. Financial Group, LLC, acting through its Cohen & Company Capital Markets division (“CCM”), to act as its (i) capital markets advisor in connection with the Business Combination with Crown and (ii) placement agent in connection with a private placement of equity, equity-linked, convertible and/or debt securities (the “Securities”) or other capital or debt raising transaction (the “Offering”) in connection with the Business Combination. The Company shall pay CCM (i) an advisor fee in connection with the Business Combination in an amount equal to the sum of (I) $2,000,000 paid in full in U.S. dollars simultaneously with the Closing of the Business Combination and (II) 50,000 shares of common stock or equivalent equity (the “Shares”) of the publicly listed post-business combination company (collectively, the “Advisor Fee”) and (ii) a transaction fee in connection with the Offering of an amount equal to 7.0% of the sum of (A) the gross proceeds raised from investors and received by the Company or Crown simultaneously with or before the closing of the Offering plus (B) proceeds released from the Trust Account with respect to any shareholder of the Company that (x) entered into a non-redemption or other similar agreement or (y) did not redeem the Company’s Class A ordinary shares, in each instance to the extent such investor or shareholder under (A) and (B) above was identified to the Company by CCM, which shall be payable in U.S. dollars by the Company and due to CCM simultaneously with the closing of the Offering. The Shares shall be fully duly authorized, validly issued, paid and non-assessable and shall be registered for resale under the Act, or otherwise freely tradeable, as of the Closing of the Business Combination and will be delivered in book entry form in the name of and delivered to CCM (or its designee) at the Closing of the Business Combination.

Shareholders_ Deficit

Shareholders’ Deficit	9 Months Ended
	Sep. 30, 2023
Shareholders’ Deficit [Abstract]
SHAREHOLDERS’ DEFICIT	NOTE 9. SHAREHOLDERS’ DEFICIT Preference shares The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2023 and December 31, 2022, there were no 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. At September 30, 2023 and December 31, 2022, there were no Class B ordinary shares The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $0.0001 per share. At September 30, 2023 and December 31, 2022, there were 7,500,000 Class B ordinary shares issued and outstanding. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s second amended and restated memorandum and articles of association, or as required by applicable provisions of the Cayman Islands Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of the IPO, plus (ii) the total number of Class A ordinary shares issued, deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans, unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to such issuance or deemed issuance at the time thereof. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. Debt Financing for Extension Funds and Working Capital Subsequent to the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued, the Company received $175,183 under the Working Capital Loan and $125,000 under the Extension Note. On October 20, 2023, the Company deposited an additional $75,000 into the Trust Account, to extend the date the Company has to consummate a business combination to November 17, 2023. The Company has 3 business days after November 17, 2023 to deposit another $75,000 to the Trust Account, to extend the date that the Company has to consummate a business combination to December 17, 2023. The Company has deposited $50,000 into the Trust Account on November 15, 2023 and intends to deposit $25,000 into Trust Account shortly after the unaudited condensed financial statements are issued. On October 25, 2023, the Company, the Sponsor and Polar entered into the October Subscription Agreement, pursuant to which Polar agreed to fund a capital contribution of $750,000, without interest, to the Company and in consideration thereof, the Company agreed to issue or cause PubCo to issue 750,000 shares of Class A common stock to Polar at the Closing. The Sponsor and the Company, jointly and severally, agreed to promptly repay the $750,000 to Polar within five (5) business days of the Closing. On October 26, 2023, the Company received $750,000 in full from Polar. On October 27, 2023, the Company and Crown entered into a promissory note (“Promissory Note”) whereby the Company agreed to provide a loan in the principal amount of $750,000 to Crown to fund working capital until the Closing. Crown has agreed to repay the $750,000 to the Company within ten (10) business days of the Company providing Crown with written notice of demand after the Closing. In the event the Business Combination Agreement is terminated or the Business Combination does not close by February 17, 2024 (or such other date as the parties to the Business Combination Agreement shall agree), Crown has agreed to transfer, or cause to be transferred to the Company within ten (10) business days of the termination, (A) $1,750,000 in cash; or (B) solely at the discretion and election of the Company, $1,000,000 in cash and a number of shares of Crown’s common equity equal to 1.5% of the outstanding common equity (on a fully diluted basis) as of the date of the termination. The Company filed a current report on Form 8-K with the SEC on October 30, 2023, to disclose the October Subscription Agreement and the Promissory Note. On October 30, 2023, the Company paid $750,000 to Crown. Amendment of Business Combination Agreement On October 2, 2023, the Business Combination Agreement was amended as discussed in Note 1 — Business Combination Agreement.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2023
Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on April 24, 2023 (the “Annual Report”). The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply on on-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $7,832 and $20,706 in cash and did not have any cash equivalents as of September 30, 2023 and December 31, 2022, respectively.
Cash and investments held in Trust Account	Cash and investments held in Trust Account In March 2023, the Company liquidated the money market funds held in the Trust Account. The funds in the Trust Account will be maintained in cash in an interest-bearing demand deposit account at a bank until the earlier of consummation of the initial Business Combination and liquidation. Prior to liquidating the money market funds, the Company’s portfolio of investments was comprised primarily of U.S. Treasury securities. The Company classifies its money market funds as trading securities in accordance with ASC Topic 320, “Investments-Debt and Equity Securities.” Trading securities are presented on the condensed 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 interest income from Trust Account in the accompanying unaudited condensed statements of operations. As of September 30, 2023 and December 31, 2022, the assets held in the Trust Account were $24,268,839 and $304,086,289, respectively.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2023 and December 31, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value Measurements	Fair Value Measurements FASB ASC Topic 820, “Fair Value Measurement” (“ASC 820”), defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: ● Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. ● Level 2 – Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. ● Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of certain of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the condensed balance sheets. The fair values of prepaid expenses, accounts payable and accrued expenses, and due to related party are estimated to approximate the carrying values as of September 30, 2023 and December 31, 2022 due to the short maturities of such instruments.
Offering Costs Associated with IPO	Offering Costs Associated with IPO The Company complies with the requirements of the FASB ASC 340-10-S99, “Other Assets and Deferred Costs – SEC Materials,” and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering”. Offering costs consist principally of underwriting fees, professional fees and registration fees that are related to the IPO. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A ordinary shares. Offering costs in the aggregate of $16,236,137 were charged to shareholders’ equity (deficit) (consisting of $5,724,193 in underwriting fees, $10,017,338 in deferred underwriting fees, and $494,606 in other offering costs), and offering costs in the aggregate of $795,046 were recorded as other income (loss) (consisting of $275,807 in underwriting fees, $482,662 in deferred underwriting fees, and $36,577 in other offering costs) during the three months ended March 31, 2021.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable 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, all ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. In connection with the extraordinary general meeting of shareholders held on February 14, 2023, holders of 27,785,141 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.18 per share, for an aggregate redemption amount of $282,903,643, which includes interest of $5,052,233. At September 30, 2023 and December 31, 2022, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Shares Amount Gross proceeds from Initial Public Offering 30,000,000 $ 300,000,000 Less: Proceeds allocated to Public Warrants — (13,790,354 ) Less: Class A ordinary shares issuance costs — (16,236,137 ) Less: Initial fair value of over-allotment option — (325,679 ) Add: Remeasurement of Class A ordinary shares to redemption value — 30,352,170 Add: Accretion of interest income to Class A ordinary shares subject to redemption — 4,086,289 Class A ordinary shares subject to possible redemption as of December 31, 2022 30,000,000 304,086,289 Add: Accretion of interest income to Class A ordinary shares subject to redemption — 1,943,762 Add: Accretion of extension deposit to Class A ordinary shares subject to redemption — 150,000 Less: Class A ordinary shares redeemed, including interest (27,785,141 ) (282,903,643 ) Class A ordinary shares subject to possible redemption as of March 31, 2023 2,214,859 23,276,408 Add: Accretion of interest income to Class A ordinary shares subject to redemption — 266,882 Add: Accretion of extension deposit to Class A ordinary shares subject to redemption — 225,000 Class A ordinary shares subject to possible redemption as of June 30, 2023 2,214,859 23,768,290 Add: Accretion of interest income to Class A ordinary shares subject to redemption — 275,549 Add: Accretion of extension deposit to Class A ordinary shares subject to redemption — 225,000 Class A ordinary shares subject to possible redemption as of September 30, 2023 2,214,859 $ 24,268,839
Convertible Promissory Notes	Convertible Promissory Notes The Company elected to account for the Convertible Promissory Notes (which include the $1.5 Million Convertible Promissory Note and the Extension Note) entered into with the Sponsor pursuant to the fair value option under ASC 825. ASC 825-10-15-4 provides for the “fair value option” election, to the extent not otherwise prohibited by ASC 825-10-15-5, to be afforded to financial instruments, wherein the financial instrument is initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. Differences between the face value of the Convertible Promissory Notes and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Any material changes in the estimated fair value of the Convertible Promissory Notes are recognized as non-cash gains or losses in the condensed statements of operations. The Company believes that the fair value option better reflects the underlying economics of the Convertible Promissory Notes. As such, the Convertible Promissory Notes were initially measured at $532,315 as of the issue dates (including $277,507 under the $1.5 Million Convertible Promissory Note and $254,808 under the Extension Note). For the three and nine months ended September 30, 2023, $233,083 and $726,754 excess of proceeds over fair value at issuance was recorded as additional paid-in capital in the accompanying unaudited condensed statements of shareholders’ deficit. As of September 30, 2023, the fair value of the Convertible Promissory Notes was $618,830 (including $323,934 under the $1.5 Million Convertible Promissory Note and $294,896 under the Extension Note). For the three and nine months ended September 30, 2023, the Company recognized $84,126 and $86,515 unrealized loss on fair value changes of the Convertible Promissory Notes, respectively, in the unaudited condensed statements of operations.
Capital Contribution Note	Capital Contribution Note The Company elected to account for the Capital Contribution Note entered into with Polar and the Sponsor pursuant to the fair value option under ASC 825. ASC 825-10-15-4 provides for the “fair value option” election, to the extent not otherwise prohibited by ASC 825-10-15-5, to be afforded to financial instruments, wherein the financial instrument is initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. Differences between the face value of the Capital Contribution Note and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Any material changes in the estimated fair value of the Capital Contribution Note are recognized as non-cash gains or losses in the condensed statements of operations. The Company believes that the fair value option better reflects the underlying economics of the Capital Contribution Note. The fair value of the Capital Contribution Note will include both the fair value of the 300,000 shares in consideration for the Capital Calls as described in Note 6 and the principal as of each reporting date. As such, the Capital Contribution Note was initially measured at $1,359,720 as of the issue date. The $1,059,720 excess of fair value of Capital Contribution Note over proceeds at issuance was recorded in the accompanying unaudited condensed statement of operations for the nine months ended September 30, 2023. As of September 30, 2023, the fair value of the Capital Contribution Note was $1,786,273. For the three and nine months ended September 30, 2023, the Company recognized $405,044 and $426,553 unrealized loss on fair value changes of the Capital Contribution Note, respectively, in the unaudited condensed statements of operations.
Warrant Liability	Warrant Liability The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company accounts for the warrants issued in connection with the IPO and the private placement in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each reporting periods. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. As of September 30, 2023 and December 31, 2022, there were 15,333,333 public and private warrants outstanding (not including the 839,379 and 0 warrants as of September 30, 2023 and December 31, 2022, respectively, that could be issued upon conversion of the Convertible Promissory Notes).
Net (Loss) Income Per Share	Net (Loss) Income Per Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 15,333,333 potential ordinary shares for outstanding warrants to purchase the Company’s stock, the 839,379 potential ordinary shares for the warrants that could be issued upon conversion of the Convertible Promissory Notes, to purchase the Company’s stock, and the 330,000 potential ordinary shares (including 30,000 shares in consideration of the $300,000 principal amount outstanding under the Capital Contribution Note, if Polar elects to receive shares at a rate of one Class A ordinary share for each $10.00, and 300,000 shares in consideration of the Capital Calls as described in Note 6) that will be issued to Polar at the Closing were excluded from diluted earnings per share for the three and nine months ended September 30, 2023 and 2022 because the warrants and the shares that will be issued to Polar are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net (loss) income per share is the same as basic net (loss) income per share for the periods. In addition, any shares subject to forfeiture are not included in the weighted average shares outstanding until the forfeiture restrictions lapse. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of ordinary shares. Because the redemption value of the Class A ordinary shares approximates their fair value, remeasurement to redemption value is not impacting allocable earnings. For the Three Months Ended September 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (1,045,324 ) $ (3,539,698 ) $ 1,643,500 $ 410,875 Denominator: Weighted-average shares outstanding 2,214,859 7,500,000 30,000,000 7,500,000 Basic and diluted net (loss) income per share $ (0.47 ) $ (0.47 ) $ 0.05 $ 0.05 For the Nine Months Ended September 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (2,390,873 ) $ (2,562,242 ) $ 7,265,830 $ 1,816,458 Denominator: Weighted-average shares outstanding 6,998,381 7,500,000 30,000,000 7,500,000 Basic and diluted net (loss) income per share $ (0.34 ) $ (0.34 ) $ 0.24 $ 0.24
Income Taxes	Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed 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. As of September 30, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. The Company has not adopted this guidance as of September 30, 2023. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on these unaudited condensed financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2023
Significant Accounting Policies [Abstract]
Schedule of Class A Ordinary Shares Reflected in the Condensed Balance Sheets	At September 30, 2023 and December 31, 2022, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Shares Amount Gross proceeds from Initial Public Offering 30,000,000 $ 300,000,000 Less: Proceeds allocated to Public Warrants — (13,790,354 ) Less: Class A ordinary shares issuance costs — (16,236,137 ) Less: Initial fair value of over-allotment option — (325,679 ) Add: Remeasurement of Class A ordinary shares to redemption value — 30,352,170 Add: Accretion of interest income to Class A ordinary shares subject to redemption — 4,086,289 Class A ordinary shares subject to possible redemption as of December 31, 2022 30,000,000 304,086,289 Add: Accretion of interest income to Class A ordinary shares subject to redemption — 1,943,762 Add: Accretion of extension deposit to Class A ordinary shares subject to redemption — 150,000 Less: Class A ordinary shares redeemed, including interest (27,785,141 ) (282,903,643 ) Class A ordinary shares subject to possible redemption as of March 31, 2023 2,214,859 23,276,408 Add: Accretion of interest income to Class A ordinary shares subject to redemption — 266,882 Add: Accretion of extension deposit to Class A ordinary shares subject to redemption — 225,000 Class A ordinary shares subject to possible redemption as of June 30, 2023 2,214,859 23,768,290 Add: Accretion of interest income to Class A ordinary shares subject to redemption — 275,549 Add: Accretion of extension deposit to Class A ordinary shares subject to redemption — 225,000 Class A ordinary shares subject to possible redemption as of September 30, 2023 2,214,859 $ 24,268,839
Schedule of Basic and Diluted Net Income (Loss) Per Share for Each Class of Ordinary Shares	The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of ordinary shares. Because the redemption value of the Class A ordinary shares approximates their fair value, remeasurement to redemption value is not impacting allocable earnings. For the Three Months Ended September 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (1,045,324 ) $ (3,539,698 ) $ 1,643,500 $ 410,875 Denominator: Weighted-average shares outstanding 2,214,859 7,500,000 30,000,000 7,500,000 Basic and diluted net (loss) income per share $ (0.47 ) $ (0.47 ) $ 0.05 $ 0.05 For the Nine Months Ended September 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (2,390,873 ) $ (2,562,242 ) $ 7,265,830 $ 1,816,458 Denominator: Weighted-average shares outstanding 6,998,381 7,500,000 30,000,000 7,500,000 Basic and diluted net (loss) income per share $ (0.34 ) $ (0.34 ) $ 0.24 $ 0.24

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2023
Fair Value Measurements [Abstract]
Schedule of Assets and Liabilities Measured at Fair Value	The following tables presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. September 30, Quoted Prices Significant Significant Liabilities Warrant Liability - Public Warrants $ 500,000 $ — $ 500,000 $ — Warrant Liability - Private Placement Warrants 266,667 — 266,667 — Working Capital Loans 323,934 — — 323,934 Promissory Note- Related Party 294,896 — — 294,896 Capital Contribution Note 1,786,273 — — 1,786,273 Total $ 3,171,770 $ — $ 766,667 $ 2,405,103 December 31, Quoted Prices Significant Significant Assets Cash and investments held in Trust Account - Trading Securities $ 304,086,289 $ 304,086,289 $ — $ — $ 304,086,289 $ 304,086,289 $ — $ — Liabilities Warrant Liability - Public Warrants $ 42,000 $ 42,000 $ — $ — Warrant Liability – Private Placement Warrants 26,660 — 26,660  — $ 68,660 $ 42,000 $ 26,660 $ —
Schedule of Monte Carlo Simulation for the Private Warrants	The key inputs used in the Monte Carlo simulation for the Private Placement Warrants as of September 30, 2023 and December 31, 2022 were as follows: Input September 30, December 31, Public Warrant Price 0.050 0.004 Risk-free interest rate 5.47 % 4.74 % Expected term (years) 0.96 0.76 Expected volatility de minimis 5.4 % Stock price $ 11.00 $ 10.09 Exercise price $ 11.50 $ 11.50 Likelihood of Completing a Business Combination 50 % 50 %
Schedule of Discounted Cash Flow Analysis at Initial Withdraw Dates	The key inputs for discounted cash flow analysis at initial draw dates and September 30, 2023 were as follows: Input September 30, Initial Draw Risk-free interest rate for warrant 4.60 % 3.54-4.62 % Risk-free interest rate for debt 5.54 % 4.82-5.58 % Term of Debt Conversion 0.32 0.32-0.80 Term of Warrant Conversion 5.32 5.32-5.80 Expected volatility 0.1 % 0.1-4.1 % Iterated/Market Stock price $ 11.00 $ 10.20-11.00 Exercise price of Warrants $ 11.5 $ 11.5 Strike Price of Debt Conversion $ 1.5 $ 1.5 Likelihood of Completing a Business Combination 50 % 40-50 %
Schedule of Convertible Promissory Notes	Activity for the three and nine months ended September 30, 2023 for the Convertible Promissory Notes (which include the $1.5 Million Convertible Promissory Note and the Extension Note) was as follows: Extension Working Proceeds from Convertible Promissory Notes $ 150,000 $ 278,564 Excess of proceeds over fair value at issuance (92,190 ) (171,436 ) Change in fair value through March 31, 2023 234 667 Fair value as of March 31, 2023 58,044 107,795 Additional proceeds from Convertible Promissory Notes 225,000 150,000 Excess of proceeds over fair value at issuance (137,931 ) (92,114 ) Change in fair value through June 30, 2023 622 866 Fair value as of June 30, 2023 145,735 166,547 Additional proceeds from Convertible Promissory Notes 225,000 230,505 Excess of proceeds over fair value at issuance (115,071 ) (118,012 ) Change in fair value through September 30, 2023 39,232 44,894 Fair value as of September 30, 2023 $ 294,896 $ 323,934
Schedule of Key Inputs for PWERM at Initial Withdraw Dates	The key inputs for PWERM at the initial withdraw dates and September 30, 2023 were as follows: Input September 30, Initial Risk-free interest 5.50 % 4.6-4.84 % Estimated Term 0.32 0.72-1.34 Expected volatility 0.1 % 2.6-3.4 % Iterated/Market Stock price $ 11.00 $ 1 0.23-10.33 Likelihood of Completing a Business Combination 50 % 40 % Consideration for the Capital Call(s)- in shares 300,000 300,000
Schedule of Capital Contribution Note	Activity for the three and nine months ended September 30, 2023 for the Capital Contribution Note was as follows: Polar Proceeds from Capital Contribution Note $ 200,000 Excess of fair value over proceeds at issuance 1,104,618 Change in fair value through March 31, 2023 4,130 Fair value of the Capital Contribution Note as of March 31, 2023 1,308,748 Additional proceeds from Capital Contribution Note 100,000 Excess of fair value over proceeds at issuance (44,898 ) Change in fair value through June 30, 2023 17,379 Fair value of the Capital Contribution Note as of June 30, 2023 1,381,229 Change in fair value through September 30, 2023 405,044 Fair value of the Capital Contribution Note as of September 30, 2023 $ 1,786,273

Organization and Business Ope_2

Organization and Business Operation (Details)

1 Months Ended

3 Months Ended

9 Months Ended

Feb. 17, 2024 USD ($)

Oct. 25, 2023 USD ($)

Oct. 20, 2023 USD ($)

Sep. 21, 2023 USD ($)

Aug. 21, 2023 USD ($)

Aug. 10, 2023 USD ($)

Jul. 20, 2023 USD ($)

Jun. 20, 2023 USD ($)

May 19, 2023 USD ($)

Apr. 19, 2023 USD ($)

Mar. 21, 2023 USD ($)

Mar. 09, 2023 USD ($)

Feb. 23, 2023 USD ($) $ / shares shares

Feb. 22, 2023 USD ($)

Feb. 17, 2023 USD ($)

Feb. 14, 2023 USD ($) $ / shares

Feb. 17, 2021 USD ($) $ / shares shares

May 18, 2023 shares

Mar. 31, 2023 USD ($)

Feb. 17, 2023 USD ($)

Mar. 31, 2021 USD ($) shares

Sep. 30, 2023 USD ($) $ / shares shares

Sep. 30, 2022 USD ($)

Nov. 17, 2023 USD ($)

Nov. 15, 2023 USD ($)

Dec. 31, 2022 shares

Dec. 13, 2022 $ / shares

Organization and Business Operation (Details) [Line Items]

Business combination

1

Share issued (in Shares) | shares

50,000

Price per share (in Dollars per share) | $ / shares

$ 10

$ 12

Gross proceeds

$ 300,000,000

Exercise price of warrant (in Dollars per share) | $ / shares

$ 11.5

$ 1.5

$ 1.5

Expire term

5 years

Aggregate warrant (in Shares) | shares

15,333,333

0

Maturity term of U.S government securities

185 years

Transaction costs

$ 17,031,183

$ 17,031,183

Underwriting fees

6,000,000

Deferred underwriting fees

10,500,000

Other offering costs

531,183

Additional paid-in capital

16,236,137

Recognized other income

$ 482,662

$ 10,017,338

Accumulated deficit

10,017,338

$ 10,017,338

Percentage of aggregate fair market value of assets

80%

Outstanding voting percentage

50%

Price of per share (in Dollars per share) | $ / shares

$ 10

Minimum net tangible assets upon consummation of business combination

$ 100,000

Aggregate redemption amount

$ 282,903,643

Number of tranches

9

Investment of cash into Trust Account

$ 75,000

$ 75,000

$ 75,000

$ 75,000

$ 75,000

$ 75,000

$ 75,000

$ 75,000

$ 75,000

$ 675,000

Deposited into trust account amount

$ 75,000

$ 50,000

Per share price (in Dollars per share) | $ / shares

$ 10

Transaction value

$ 75,000

Description of business combination agreement

the seven years following the consummation of the Business Combination (the “Closing”), the persons who are Crown shareholders immediately prior to the Exchange Effective Time and who have participated in the Exchange shall have the contingent right to receive in the aggregate a number of ordinary shares of PubCo equivalent to 10% of the issued and outstanding ordinary shares of PubCo as of the Closing (the “Earnout Shares”), which will vest upon achievement of certain share prices and milestones as provided under the Business Combination Agreement.

Percentage of issued and outstanding shares

10%

Cash

$ 7,832

Working capital deficit

7,767,696

Maximum borrowing capacity of related party promissory note

1,500,000

Amount of debt that may be converted into warrants

1,500,000

Outstanding loan amount

659,069

Fair value

323,934

Working capital amount

834,252

Borrow up amount

$ 1,200,000

$ 900,000

Trust account

75,000

Unredeemed public share

0.0375

Loan

$ 900,000

Loan outstanding

600,000

Outstanding extension loan

$ 600,000

Deposited description

the Company deposited nine tranches of $75,000 and one $50,000 into the Trust Account on February 22, 2023, March 21, 2023, April 19, 2023, May 19, 2023, June 20, 2023, July 20, 2023, August 21, 2023, September 21, 2023, October 20, 2023 and November 15, 2023.

Investment

$ 300,000

Received amount

$ 300,000

Capital contribution

$ 750,000

Convertible Promissory Notes [Member]

Organization and Business Operation (Details) [Line Items]

Amount of debt that may be converted into warrants

$ 1,500,000

Public and Private Warrants [Member]

Organization and Business Operation (Details) [Line Items]

Aggregate warrant (in Shares) | shares

795,046

IPO [Member]

Organization and Business Operation (Details) [Line Items]

Share issued (in Shares) | shares

30,000,000

Price per share (in Dollars per share) | $ / shares

$ 10

Gross proceeds

$ 300,000,000

Deferred underwriting fees

$ 10,500,000

Recognized other income

$ 482,662

Per share price (in Dollars per share) | $ / shares

$ 10

IPO [Member] | Warrant [Member]

Organization and Business Operation (Details) [Line Items]

Number of shares issuable per warrant (in Shares) | shares

1

Over-Allotment Option [Member]

Organization and Business Operation (Details) [Line Items]

Share issued (in Shares) | shares

2,500,000

Private Placement Warrants [Member]

Organization and Business Operation (Details) [Line Items]

Price per share (in Dollars per share) | $ / shares

$ 1.5

Gross proceeds

$ 8,000,000

Aggregate warrant (in Shares) | shares

5,333,333

Trust Account [Member]

Organization and Business Operation (Details) [Line Items]

Deposited into trust account amount

$ 25,000

Loans [Member]

Organization and Business Operation (Details) [Line Items]

Investment of cash into Trust Account

$ 25,000

$ 25,000

$ 25,000

$ 25,000

$ 25,000

$ 75,000

Class A Ordinary Shares [Member]

Organization and Business Operation (Details) [Line Items]

Price per share (in Dollars per share) | $ / shares

$ 11.5

Exercise price of warrant (in Dollars per share) | $ / shares

$ 11.5

Price of per share (in Dollars per share) | $ / shares

9.2

Ordinary shares exercised their right to redeem (in Shares) | shares

27,785,141

Redemption price (in Dollars per share) | $ / shares

$ 10.18

Aggregate redemption amount

$ 282,903,643

Per share price (in Dollars per share) | $ / shares

$ 10.18

10

Class A Ordinary Shares [Member] | Warrant [Member]

Organization and Business Operation (Details) [Line Items]

Number of warrants in a unit (in Shares) | shares

1

Exercise price of warrant (in Dollars per share) | $ / shares

$ 11.5

Price of per share (in Dollars per share) | $ / shares

$ 9.2

Class A Ordinary Shares [Member] | IPO [Member]

Organization and Business Operation (Details) [Line Items]

Number of shares in a unit (in Shares) | shares

1

Forecast [Member]

Organization and Business Operation (Details) [Line Items]

Investment of cash into Trust Account

$ 75,000

Deposit

$ 75,000

Extension Loan [Member]

Organization and Business Operation (Details) [Line Items]

Outstanding extension loan

$ 725,000

Sponsor [Member]

Organization and Business Operation (Details) [Line Items]

Convertible Promissory Note to Working Capital Deficiencies

$ 1,500,000

Business Combination [Member]

Organization and Business Operation (Details) [Line Items]

Obligation to redeem public shares if entity does not complete a business combination

100%

100%

Months to complete acquisition

24 years

24 months

PubCo [Member]

Organization and Business Operation (Details) [Line Items]

Transaction value

$ 600,000,000

Per share price (in Dollars per share) | $ / shares

$ 10

Significant Accounting Polici_3

Significant Accounting Policies (Details) - USD ($)		1 Months Ended	3 Months Ended		9 Months Ended
	Aug. 10, 2023	Feb. 14, 2023	Sep. 30, 2023	Mar. 31, 2021	Sep. 30, 2023	Dec. 31, 2022
Significant Accounting Policies [Line Items]
Cash			$ 7,832		$ 7,832	$ 20,706
Trust account investments			24,268,839		24,268,839	$ 304,086,289
Cash insured with federal deposit insurance			$ 250,000		$ 250,000
Offering costs in aggregate				$ 16,236,137
Underwriting fees				5,724,193
Deferred underwriting fees recognized	$ 482,662			10,017,338
Other offering costs				494,606
Shares issued (in Shares)			330,000		330,000
Issued, per share (in Dollars per share)			$ 10		$ 10
Interest amount		$ 5,052,233
Convertible promissory notes			$ 1,500,000		$ 1,500,000
Consideration of shares (in Shares)					300,000
Capital Contribution Note measured amount					$ 1,359,720
Excess of fair value			1,059,720		1,059,720
Capital contribution note					1,786,273
Unrealized loss on fair value			$ 405,044		$ 426,553
Class of warrants outstanding (in Shares)			15,333,333		15,333,333	0
Common shares for outstanding warrants (in Shares)					839,379
Principal amount outstanding			$ 300,000		$ 300,000
Shares consideration (in Shares)					300,000
Private Placement Warrants [Member]
Significant Accounting Policies [Line Items]
Class of warrants outstanding (in Shares)			5,333,333		5,333,333
Issuance of convertible promissory note (in Shares)			839,379		839,379
Convertible Promissory Notes [Member]
Significant Accounting Policies [Line Items]
Convertible promissory notes, description					Convertible Promissory Notes were initially measured at $532,315 as of the issue dates (including $277,507 under the $1.5 Million Convertible Promissory Note and $254,808 under the Extension Note). For the three and nine months ended September 30, 2023, $233,083 and $726,754 excess of proceeds over fair value at issuance was recorded as additional paid-in capital in the accompanying unaudited condensed statements of shareholders’ deficit. As of September 30, 2023, the fair value of the Convertible Promissory Notes was $618,830 (including $323,934 under the $1.5 Million Convertible Promissory Note and $294,896 under the Extension Note). For the three and nine months ended September 30, 2023, the Company recognized $84,126 and $86,515 unrealized loss on fair value changes of the Convertible Promissory Notes, respectively, in the unaudited condensed statements of operations.
IPO [Member]
Significant Accounting Policies [Line Items]
Underwriting fees				275,807
Deferred underwriting fees recognized				482,662
Other offering costs				36,577
Other income (loss)				$ 795,046
Issued, per share (in Dollars per share)			$ 10		$ 10
Class A Ordinary Shares [Member]
Significant Accounting Policies [Line Items]
Shares issued (in Shares)		27,785,141
Issued, per share (in Dollars per share)		$ 10.18	10		10
Redemption premium		$ 282,903,643
Receive per shares (in Dollars per share)			$ 10		$ 10
Warrants [Member]
Significant Accounting Policies [Line Items]
Common shares for outstanding warrants (in Shares)					15,333,333
Business Combination [Member]
Significant Accounting Policies [Line Items]
Shares issued (in Shares)			30,000		30,000

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of Class A Ordinary Shares Reflected in the Condensed Balance Sheets - USD ($)	3 Months Ended			12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Schedule of Class A Ordinary Shares Reflected in the Condensed Balance Sheets [Abstract]
Gross proceeds from Initial Public Offering (in Shares)				30,000,000
Gross proceeds from Initial Public Offering				$ 300,000,000
Less: Proceeds allocated to Public Warrants				(13,790,354)
Less: Class A ordinary shares issuance costs				(16,236,137)
Less: Initial fair value of over-allotment option				(325,679)
Add: Remeasurement of Class A ordinary shares to redemption value				30,352,170
Add: Accretion of interest income to Class A ordinary shares subject to redemption	$ 275,549	$ 266,882	$ 1,943,762	$ 4,086,289
Add: Accretion of extension deposit to Class A ordinary shares subject to redemption	$ 225,000	$ 225,000	$ 150,000
Less: Class A ordinary shares redeemed, including interest (in Shares)			(27,785,141)
Less: Class A ordinary shares redeemed, including interest			$ (282,903,643)
Class A ordinary shares subject to possible redemption (in Shares)	2,214,859	2,214,859	2,214,859	30,000,000
Class A ordinary shares subject to possible redemption	$ 24,268,839	$ 23,768,290	$ 23,276,408	$ 304,086,289
Class A ordinary shares subject to possible redemption (in Shares)	2,214,859	2,214,859	30,000,000
Class A ordinary shares subject to possible redemption	$ 23,768,290	$ 23,276,408	$ 304,086,289

Significant Accounting Polici_5

Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share for Each Class of Ordinary Shares - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Class A [Member]
Numerator:
Allocation of net (loss) income	$ (1,045,324)	$ 1,643,500	$ (2,390,873)	$ 7,265,830
Denominator:
Weighted-average shares outstanding	2,214,859	30,000,000	6,998,381	30,000,000
Basic net income (loss) per share	$ (0.47)	$ 0.05	$ (0.34)	$ 0.24
Class B [Member]
Numerator:
Allocation of net (loss) income	$ (3,539,698)	$ 410,875	$ (2,562,242)	$ 1,816,458
Denominator:
Weighted-average shares outstanding	7,500,000	7,500,000	7,500,000	7,500,000
Basic net income (loss) per share	$ (0.47)	$ 0.05	$ (0.34)	$ 0.24

Significant Accounting Polici_6

Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share for Each Class of Ordinary Shares (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Class A [Member]
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share for Each Class of Ordinary Shares (Parentheticals) [Line Items]
Diluted net income (loss) per share	$ (0.47)	$ 0.05	$ (0.34)	$ 0.24
Class B [Member]
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share for Each Class of Ordinary Shares (Parentheticals) [Line Items]
Diluted net income (loss) per share	$ (0.47)	$ 0.05	$ (0.34)	$ 0.24

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)			9 Months Ended
	Mar. 28, 2021	Feb. 17, 2021	Sep. 30, 2023	Feb. 14, 2023	Dec. 31, 2022	Dec. 13, 2022
Initial Public Offering (Details) [Line Items]
Sale of stock issue price per share		$ 10	$ 12
Class of warrants or rights exercise price		$ 11.5	$ 1.5			$ 1.5
Warrants term		12 months
Class of warrants or rights maturity		5 years
Payment to acquire restricted investments (in Dollars)		$ 300,000,000
Restricted investments value per unit		$ 10
Maturity days		185 days
Warrants and rights outstanding (in Shares)			15,333,333		0
Share price			$ 10
Percentage of aggregate gross proceeds			60%
Class of warrant or right, redemption price adjustment percentage			115%
Redemption trigger price per share			$ 18
Percentage of consideration received in form of ordinary shares			70%
IPO [Member]
Initial Public Offering (Details) [Line Items]
Sale of stock issue price per share		$ 10
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Additional shares (in Shares)	1,625,000
Class A Ordinary Shares [Member]
Initial Public Offering (Details) [Line Items]
Sale of stock issue price per share				$ 11.5
Class of warrants or rights exercise price			$ 11.5
Share price			$ 9.2
Number of consecutive trading days for determining share price			20 days
Redemption trigger price per share			$ 10.96		$ 10.14
Price per share			$ 18
Class A Ordinary Shares [Member] | IPO [Member]
Initial Public Offering (Details) [Line Items]
Payment to acquire restricted investments (in Shares)		30,000,000
Class A Ordinary Shares [Member] | Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Payment to acquire restricted investments (in Shares)		2,500,000
Class A Ordinary Shares [Member] | Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Fair market value per share (in Shares)			0.361
Share Price More Than Or Equals To USD Eighteen [Member]
Initial Public Offering (Details) [Line Items]
Share price			$ 18
Number of consecutive trading days for determining share price			20 days
Class of warrant or right, redemption price adjustment percentage			180%
Class of warrants, redemption price per unit			$ 0.01
Share Price More Than Or Equals To USD Ten [Member]
Initial Public Offering (Details) [Line Items]
Share price			$ 10
Number of consecutive trading days for determining share price			20 days
Class of warrants, redemption price per unit			$ 0.1
Number of trading days for determining share price			30 days
Share Price More Than Or Equals To USD Ten [Member] | Class A Ordinary Shares [Member]
Initial Public Offering (Details) [Line Items]
Share price			$ 10
Number of consecutive trading days for determining share price			20 days
Number of trading days for determining share price			30 days
Public Warrants [Member]
Initial Public Offering (Details) [Line Items]
Warrants and rights outstanding (in Shares)			10,000,000
Private Placement Warrants [Member]
Initial Public Offering (Details) [Line Items]
Warrants and rights outstanding (in Shares)			5,333,333
Issuance of convertible promissory note (in Shares)			839,379
Warrant [Member]
Initial Public Offering (Details) [Line Items]
Issuance of convertible promissory note (in Shares)			839,379
Price per share			$ 18
Warrant [Member] | Class A Ordinary Shares [Member]
Initial Public Offering (Details) [Line Items]
Class of warrants or rights exercise price		$ 11.5
Share price			$ 9.2

Private Placement (Details)

Private Placement (Details) - USD ($)	3 Months Ended	9 Months Ended
	Mar. 31, 2023	Sep. 30, 2023
Private Placement (Details) [Line Items]
Purchase price per share (in Dollars per share)		$ 10
Warrant per share (in Dollars per share)		$ 10
Private Placement [Member]
Private Placement (Details) [Line Items]
Purchased an aggregate of warrants (in Shares)		5,333,333
Purchase price per share (in Dollars per share)		$ 1.5
Gross proceeds		$ 8,000,000
Cash received fair value	$ 624,720
Warrant [Member]
Private Placement (Details) [Line Items]
Warrant per share (in Dollars per share)		$ 1.38
Initial fair value		$ 7,375,280

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)				3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 13, 2022	Feb. 11, 2021	Dec. 28, 2020	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Feb. 14, 2023	Mar. 28, 2021	Feb. 22, 2021	Feb. 17, 2021
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)				$ 12		$ 12						$ 10
Founder shares issued (in Shares)						7,500,000		7,500,000
Founder shares outstanding (in Shares)				7,500,000		7,500,000		7,500,000
Due to related party				$ 211,366		$ 211,366		$ 125,625
Borrowing amount	$ 1,500,000
Convertible promissory note	$ 1,500,000								$ 1,500,000
Deposit to trust account									$ 75,000
Deposit price (in Dollars per share)									$ 0.0375
Loan amount				659,069		659,069
Initial fair value						277,507
Additional paid-in capital
Unrealized loss on fair value changes				$ 39,232		$ 40,088
Private Placement Warrants price per share (in Dollars per share)	$ 1.5			$ 1.5		$ 1.5						$ 11.5
Maturity date of convertible promissory note amount	$ 1,500,000
Outstanding amount				$ 659,069		$ 659,069		0
Working capital						834,252
Working capital loan, at fair value				323,934		323,934
Paid to sponsor						10,000
Incurred expenses				30,000	$ 30,000	90,000	$ 90,000
Working Capital Loan [Member]
Related Party Transactions (Details) [Line Items]
Convertible promissory note	1,500,000			1,500,000		1,500,000		$ 1,500,000
Withdraws amount						381,562
Fair value				294,896		294,896
Additional paid-in capital				277,507		277,507
Unrealized loss on fair value changes				44,894		46,427
Change in fair value of convertible promissory notes						1,500,000
Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Working capital loans				1,500,000		1,500,000
Convertible Promissory Notes [Member]
Related Party Transactions (Details) [Line Items]
Fair value				$ 659,069		659,069
Change in fair value of convertible promissory notes						$ 1,500,000
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Shares subject to forfeiture (in Shares)												625,000
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Borrowing amount			$ 300,000						$ 900,000		$ 131,259
Convertible promissory note	$ 1,500,000
Class B Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Sponsor paid			$ 25,000
Price per share (in Dollars per share)			$ 0.003
Ordinary shares (in Shares)		718,750	7,187,500
Ordinary shares, par value (in Dollars per share)			$ 0.0001
Aggregate shares (in Shares)		7,906,250
Shares subject to forfeiture (in Shares)		1,031,250
Class B Ordinary Shares [Member] | Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Shares subject to forfeiture (in Shares)										406,250
Class A Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)									$ 11.5
Ordinary shares, par value (in Dollars per share)									0.0001
Warrants price per share (in Dollars per share)									$ 1.5
Private Placement Warrants price per share (in Dollars per share)				$ 11.5		$ 11.5
Working Capital Purposes [Member]
Related Party Transactions (Details) [Line Items]
Convertible promissory note				$ 1,500,000		$ 1,500,000
Promissory Note Related Party [Member]
Related Party Transactions (Details) [Line Items]
Loan amount				600,000		600,000
Initial fair value						254,808
Withdraws amount						345,192
Fair value				600,000		600,000
Additional paid-in capital				254,808		254,808
Deposits amount				725,000		725,000
Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Loan amount									$ 900,000
Business Combination [Member] | Working Capital Loan [Member]
Related Party Transactions (Details) [Line Items]
Convertible promissory note				$ 1,500,000		$ 1,500,000

Capital Contribution Note (Deta

Capital Contribution Note (Details) - USD ($)		3 Months Ended	9 Months Ended
	Mar. 09, 2023	Sep. 30, 2023	Sep. 30, 2023	Feb. 14, 2023
Capital Contribution Note [Line Items]
Fund extension amount	$ 1,200,000			$ 900,000
Committed fund amount	$ 900,000
Capital commitment percentage	25%
Common stock issued per share (in Dollars per share)		$ 10	$ 10
Fair value of consideration for capital calls (in Shares)			300,000
Capital contribution note		$ 300,000	$ 300,000
Fair value of capital contribution			1,359,720
Withdrawal amount			1,059,720
Withdrawal fair value amount			300,000
Fair value amount			1,359,720
Capital contribution fair value amount		1,786,273	1,786,273
Unrealized loss on excess fair value			1,059,720
Unrealized loss on fair value		$ 405,044	$ 426,553
Class A Ordinary Shares [Member]
Capital Contribution Note [Line Items]
Common stock issued per share (in Dollars per share)		$ 10	$ 10	$ 10.18
Capital Contribution Note [Member]
Capital Contribution Note [Line Items]
Committed fund amount	$ 300,000
Capital Call [Member] | Class A Ordinary Shares [Member]
Capital Contribution Note [Line Items]
Common stock share issued (in Shares)	300,000
Common stock issued per share (in Dollars per share)	$ 10

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Millions	Sep. 30, 2023	Sep. 30, 2022
Fair Value Measurements [Line Items]
Convertible promissory notes and extension note	$ 1.5
Convertible promissory notes	$ 1.5
Convertible Promissory Notes [Member]
Fair Value Measurements [Line Items]
Convertible promissory notes		$ 1.5

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Assets and Liabilities Measured at Fair Value - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	$ 3,171,770	$ 68,660
Total Assets		304,086,289
Held-to-Maturity Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and investments held in Trust Account - Trading Securities		304,086,289
Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability	500,000	42,000
Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability	266,667	26,660
Working Capital Loans [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability	323,934
Promissory Note Related Party [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability	294,896
Capital Contribution Note [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability	1,786,273
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total		42,000
Total Assets		304,086,289
Fair Value, Inputs, Level 1 [Member] | Held-to-Maturity Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and investments held in Trust Account - Trading Securities		304,086,289
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability		42,000
Fair Value, Inputs, Level 1 [Member] | Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability
Fair Value, Inputs, Level 1 [Member] | Working Capital Loans [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability
Fair Value, Inputs, Level 1 [Member] | Promissory Note Related Party [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability
Fair Value, Inputs, Level 1 [Member] | Capital Contribution Note [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	766,667	26,660
Total Assets
Fair Value, Inputs, Level 2 [Member] | Held-to-Maturity Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and investments held in Trust Account - Trading Securities
Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability	500,000
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability	266,667	26,660
Fair Value, Inputs, Level 2 [Member] | Working Capital Loans [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability
Fair Value, Inputs, Level 2 [Member] | Promissory Note Related Party [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability
Fair Value, Inputs, Level 2 [Member] | Capital Contribution Note [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	2,405,103
Total Assets
Fair Value, Inputs, Level 3 [Member] | Held-to-Maturity Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and investments held in Trust Account - Trading Securities
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability
Fair Value, Inputs, Level 3 [Member] | Working Capital Loans [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability	323,934
Fair Value, Inputs, Level 3 [Member] | Promissory Note Related Party [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability	294,896
Fair Value, Inputs, Level 3 [Member] | Capital Contribution Note [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability	$ 1,786,273

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of Monte Carlo Simulation for the Private Warrants - Private Warrants [Member] - $ / shares	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Public Warrant Price	$ 0.05	$ 0.004
Risk-free interest rate	5.47%	4.74%
Expected term (years)	11 months 15 days	9 months 3 days
Expected volatility		5.40%
Stock price	$ 11	$ 10.09
Exercise price	$ 11.5	$ 11.5
Likelihood of Completing a Business Combination	50%	50%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of Discounted Cash Flow Analysis at Initial Withdraw Dates - $ / shares	7 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023
Convertible Promissory Notes [Member]
Schedule of Discounted Cash Flow Analysis at Initial Withdraw Dates [Line Items]
Risk-free interest rate for warrant		4.60%
Risk-free interest rate for debt		5.54%
Term of Debt Conversion		3 months 25 days
Term of Warrant Conversion		5 years 3 months 25 days
Expected volatility		0.10%
Iterated/Market Stock price (in Dollars per share)		$ 11
Exercise price of Warrants (in Dollars per share)		11.5
Strike Price of Debt Conversion (in Dollars per share)		$ 1.5
Likelihood of Completing a Business Combination		50%
Initial Withdraw [Member]
Schedule of Discounted Cash Flow Analysis at Initial Withdraw Dates [Line Items]
Exercise price of Warrants (in Dollars per share)	$ 11.5
Strike Price of Debt Conversion (in Dollars per share)	$ 1.5
Initial Withdraw [Member] | Minimum [Member]
Schedule of Discounted Cash Flow Analysis at Initial Withdraw Dates [Line Items]
Risk-free interest rate for warrant	3.54%
Risk-free interest rate for debt	4.82%
Term of Debt Conversion	3 months 25 days
Term of Warrant Conversion	5 years 3 months 25 days
Expected volatility	0.10%
Iterated/Market Stock price (in Dollars per share)	$ 10.2
Likelihood of Completing a Business Combination	40%
Initial Withdraw [Member] | Maximum [Member]
Schedule of Discounted Cash Flow Analysis at Initial Withdraw Dates [Line Items]
Risk-free interest rate for warrant	4.62%
Risk-free interest rate for debt	5.58%
Term of Debt Conversion	9 months 18 days
Term of Warrant Conversion	5 years 9 months 18 days
Expected volatility	4.10%
Iterated/Market Stock price (in Dollars per share)	$ 11
Likelihood of Completing a Business Combination	50%

Fair Value Measurements (Deta_5

Fair Value Measurements (Details) - Schedule of Convertible Promissory Notes - USD ($)	3 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023
Extension Note [Member]
Schedule of Convertible Promissory Notes [Line Items]
Additional proceeds from Convertible Promissory Notes	$ 225,000	$ 225,000	$ 150,000
Excess of proceeds over fair value at issuance	(115,071)	(137,931)	(92,190)
Change in fair value through	39,232	622	234
Fair value as of	294,896	145,735	58,044
Working Capital Loan [Member]
Schedule of Convertible Promissory Notes [Line Items]
Additional proceeds from Convertible Promissory Notes	230,505	150,000	278,564
Excess of proceeds over fair value at issuance	(118,012)	(92,114)	(171,436)
Change in fair value through	44,894	866	667
Fair value as of	$ 323,934	$ 166,547	$ 107,795

Fair Value Measurements (Deta_6

Fair Value Measurements (Details) - Schedule of Key Inputs for PWERM at Initial Withdraw Dates - Capital Contribution Note [Member]	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Schedule of Discounted Cash Flow Analysis [Line Items]
Risk-free interest	5.50%
Estimated Term	3 months 25 days
Expected volatility	0.10%
Iterated/Market Stock price (in Dollars per share)	$ 11
Likelihood of Completing a Business Combination	50%
Consideration for the Capital Call(s)- in shares (in Shares) | shares	300,000
Initial Withdraw [Member]
Schedule of Discounted Cash Flow Analysis [Line Items]
Likelihood of Completing a Business Combination	40%
Consideration for the Capital Call(s)- in shares (in Shares) | shares	300,000
Initial Withdraw [Member] | Minimum [Member]
Schedule of Discounted Cash Flow Analysis [Line Items]
Risk-free interest	4.60%
Estimated Term	8 months 19 days
Expected volatility	2.60%
Iterated/Market Stock price (in Dollars per share)	$ 10.23
Initial Withdraw [Member] | Maximum [Member]
Schedule of Discounted Cash Flow Analysis [Line Items]
Risk-free interest	4.84%
Estimated Term	1 year 4 months 2 days
Expected volatility	3.40%
Iterated/Market Stock price (in Dollars per share)	$ 10.33

Fair Value Measurements (Deta_7

Fair Value Measurements (Details) - Schedule of Capital Contribution Note - Polar [Member] - USD ($)	3 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2023
Schedule of Capital Contribution Note [Line Items]
Additional proceeds from Capital Contribution Note	$ 100,000	$ 200,000
Excess of fair value over proceeds at issuance	(44,898)	1,104,618
Change in fair value	17,379	4,130	$ 405,044
Fair value of the Capital Contribution Note	$ 1,381,229	$ 1,308,748	$ 1,786,273

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)			1 Months Ended		3 Months Ended		9 Months Ended
	Mar. 14, 2023	Feb. 17, 2021	May 18, 2023	Mar. 26, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Aug. 10, 2023	Dec. 31, 2022
Commitments and Contingencies [Line Items]
Deferred underwriting fee										$ 10,500,000
Agreement fee amount	$ 175,000
Other income attributable to derecognition of deferred underwriting fees allocated to offering costs					482,662		482,662
Adjustments to Additional Paid in Capital, Other					10,017,338		10,017,338
Fees amount	175,000			$ 2,500,000
Deferred fee	$ 275,000
Advisory service fee					625,000		0
Paid amount			$ 2,000,000
Unpaid amounts					275,000		$ 275,000
Fees percentage				4%
Shares of common stock (in Shares)			50,000
Offering amount equal percentage			7%
IPO [Member]
Commitments and Contingencies [Line Items]
Deferred underwriting fee, percentage							3.50%
Deferred underwriting fee					$ 10,500,000		$ 10,500,000
Paid amount							$ 350,000
Shares of common stock (in Shares)		30,000,000
J.P. Morgan [Member]
Commitments and Contingencies [Line Items]
Agreement fee amount									$ 10,500,000

Shareholders_ Deficit (Details)

Shareholders’ Deficit (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Feb. 14, 2023	Dec. 31, 2022
Shareholders’ Deficit [Line Items]
Preference shares authorized	5,000,000		5,000,000
Preference shares par value (in Dollars per share)	$ 0.0001		$ 0.0001
Preferred stock shares issued
Preferred stock shares outstanding
Shares of consideration	300,000
Stock of common shares	30,000
Closing price per share (in Dollars per share)	$ 10
Withdrawal of capital contribution (in Dollars)	$ 300,000
Aggregate percentage	20%
Class A Ordinary Shares [Member]
Shareholders’ Deficit [Line Items]
Common stock shares authorized	500,000,000		500,000,000
Common stock value per share (in Dollars per share)	$ 0.0001		$ 0.0001
Common stock shares issued
Common stock shares outstanding
Ordinary shares subject to possible redemption	2,214,859		30,000,000
Closing price per share (in Dollars per share)	$ 10	$ 10.18
Class B Ordinary Shares [Member]
Shareholders’ Deficit [Line Items]
Common stock shares authorized	50,000,000		50,000,000
Common stock value per share (in Dollars per share)	$ 0.0001		$ 0.0001
Common stock shares issued	7,500,000		7,500,000
Common stock shares outstanding	7,500,000		7,500,000

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)			1 Months Ended		9 Months Ended
	Oct. 27, 2023	Oct. 25, 2023	Oct. 30, 2023	Oct. 26, 2023	Sep. 30, 2023	Nov. 17, 2023	Nov. 15, 2023
Subsequent Event [Line Items]
Working capital loan					$ 175,183
Aggregate amount					125,000
Deposited an additional					$ 75,000
Deposited into trust account						$ 75,000	$ 50,000
Capital contribution		$ 750,000
Agreed to promptly repay		$ 750,000
Proceeds from fees received				$ 750,000
Principal amount	$ 750,000
Agreed to repay	$ 750,000
Discretion business combination agreement					In the event the Business Combination Agreement is terminated or the Business Combination does not close by February 17, 2024 (or such other date as the parties to the Business Combination Agreement shall agree), Crown has agreed to transfer, or cause to be transferred to the Company within ten (10) business days of the termination, (A) $1,750,000 in cash; or (B) solely at the discretion and election of the Company, $1,000,000 in cash and a number of shares of Crown’s common equity equal to 1.5% of the outstanding common equity (on a fully diluted basis) as of the date of the termination.
Trust Account [Member]
Subsequent Event [Line Items]
Deposited into trust account							25,000
Class A Ordinary Shares [Member]
Subsequent Event [Line Items]
Issued shares (in Shares)		750,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Deposited into trust account						$ 75,000	50,000
Paid amount			$ 750,000
Subsequent Event [Member] | Trust Account [Member]
Subsequent Event [Line Items]
Deposited into trust account							$ 25,000