Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 14, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | CF ACQUISITION CORP. VIII | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001839530 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
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 Incorporation, State or Country Code | DE | |
Entity File Number | 001-40206 | |
Entity Tax Identification Number | 85-2002883 | |
Entity Address, Address Line One | 110 East 59th Street | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | (212) | |
Local Phone Number | 938-5000 | |
Entity Interactive Data Current | Yes | |
Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant | ||
Document Information Line Items | ||
Trading Symbol | CFFEU | |
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant | |
Security Exchange Name | NASDAQ | |
Class A common stock, par value $0.0001 per share | ||
Document Information Line Items | ||
Trading Symbol | CFFE | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | ||
Document Information Line Items | ||
Trading Symbol | CFFEW | |
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 6,976,589 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 1,250,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | |
Current Assets: | |||
Cash | $ 25,000 | $ 41,154 | |
Prepaid expenses | 220,489 | 210,241 | |
Total Current Assets | 245,489 | 251,395 | |
Cash held in the Trust Account | 15,707,032 | ||
Cash equivalents held in the Trust Account | 31,445,874 | ||
Total Assets | 15,952,521 | 31,697,269 | |
Current Liabilities: | |||
Accrued expenses | 1,363,836 | 1,189,676 | |
Sponsor loan – promissory notes | 9,490,888 | 8,200,162 | |
Franchise tax payable | 57,517 | 70,065 | |
Total Current Liabilities | 10,912,241 | 9,459,903 | |
Warrant liability | 316,696 | 178,780 | |
FPS liability | 3,191,371 | 2,504,214 | |
Total Liabilities | 14,420,308 | 12,142,897 | |
Commitments and Contingencies | |||
Class A common stock subject to possible redemption, 1,436,589 and 2,960,098 shares issued and outstanding at redemption value of $10.81 and $10.53 per share as of June 30, 2023 and December 31, 2022, respectively | 15,523,830 | 31,169,832 | |
Stockholders’ Deficit: | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of both June 30, 2023 and December 31, 2022 | |||
Class A common stock, $0.0001 par value; 160,000,000 shares authorized; 5,540,000 and 540,000 shares issued and outstanding (excluding 1,436,589 and 2,960,098 shares subject to possible redemption) as of June 30, 2023 and December 31, 2022, respectively | 554 | [1] | 54 |
Class B common stock, $0.0001 par value; 40,000,000 shares authorized; 1,250,000 and 6,250,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 125 | [1] | 625 |
Additional paid-in-capital | 298,044 | 694,592 | |
Accumulated deficit | (14,290,340) | (12,310,731) | |
Total Stockholders’ Deficit | (13,991,617) | (11,615,460) | |
Total Liabilities, Stockholders’ Deficit and Commitments and Contingencies | $ 15,952,521 | $ 31,697,269 | |
[1] On March 6, 2023, the Company issued 5,000,000 shares of nonredeemable Class A common stock to the Sponsor upon the conversion of 5,000,000 shares of Class B common stock held by the Sponsor (see Note 6). |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Shares subject to possible redemption, shares issued | 1,436,589 | 2,960,098 |
Shares subject to possible redemption, shares outstanding | 1,436,589 | 2,960,098 |
Shares subject to possible redemption, per share (in Dollars per share) | $ 10.81 | $ 10.53 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 160,000,000 | 160,000,000 |
Common stock, shares issued | 5,540,000 | 540,000 |
Common stock, shares outstanding | 5,540,000 | 540,000 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 1,250,000 | 6,250,000 |
Common stock, shares outstanding | 1,250,000 | 6,250,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
General and administrative costs | $ 438,030 | $ 433,001 | $ 937,592 | $ 804,255 | |
Administrative expenses – related party | 30,000 | 30,000 | 60,000 | 60,000 | |
Franchise tax expense | 57,517 | 50,000 | 137,517 | 62,534 | |
Loss from operations | (525,547) | (513,001) | (1,135,109) | (926,789) | |
Interest income on cash and investments held in the Trust Account | 239,555 | 431,970 | 584,364 | 438,410 | |
Interest expense on sponsor loans and mandatorily redeemable Class A common stock | (578,107) | ||||
Other income | 579,294 | ||||
Changes in fair value of warrant liability | 353,091 | 429,072 | (137,916) | 3,622,210 | |
Changes in fair value of FPS liability | (427,499) | 657,626 | (687,157) | 704,955 | |
Net income (loss) before provision for income tax | (360,400) | 1,005,667 | (1,953,925) | 4,418,080 | |
Provision for income taxes | 25,684 | 40,231 | 25,684 | 40,231 | |
Net income (loss) | (386,084) | 965,436 | (1,979,609) | 4,377,849 | |
Class A - Public Shares | |||||
Net income (loss) | $ (67,421) | $ 738,688 | $ (453,439) | $ 3,384,097 | |
Weighted average number of shares of common stock outstanding: | |||||
Weighted average number of shares of common stock outstanding (in Shares) | 1,436,589 | 22,120,073 | 2,017,374 | 23,122,479 | |
Basic and diluted net income (loss) per share: | |||||
Basic and diluted net income (loss) per share (in Dollars per share) | $ (0.05) | $ 0.03 | $ (0.22) | $ 0.15 | |
Class A Private Placement | |||||
Weighted average number of shares of common stock outstanding: | |||||
Weighted average number of shares of common stock outstanding (in Shares) | 5,540,000 | 540,000 | 3,772,044 | [1] | 540,000 |
Basic and diluted net income (loss) per share: | |||||
Basic and diluted net income (loss) per share (in Dollars per share) | $ (0.05) | $ 0.03 | $ (0.22) | $ 0.15 | |
Class B Common Stock | |||||
Weighted average number of shares of common stock outstanding: | |||||
Weighted average number of shares of common stock outstanding (in Shares) | 1,250,000 | 6,250,000 | 3,017,956 | [1] | 6,250,000 |
Basic and diluted net income (loss) per share: | |||||
Basic and diluted net income (loss) per share (in Dollars per share) | $ (0.05) | $ 0.03 | $ (0.22) | $ 0.15 | |
[1] On March 6, 2023, the Company issued 5,000,000 shares of nonredeemable Class A common stock to the Sponsor upon the conversion of 5,000,000 shares of Class B common stock held by the Sponsor (see Note 6). |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Class A - Public Shares | ||||
Diluted net income (loss) per share of common stock | $ (0.05) | $ 0.03 | $ (0.22) | $ 0.15 |
Class A Private Placement | ||||
Diluted net income (loss) per share of common stock | (0.05) | 0.03 | (0.22) | 0.15 |
Class B Common Stock | ||||
Diluted net income (loss) per share of common stock | $ (0.05) | $ 0.03 | $ (0.22) | $ 0.15 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($) | Class A Common Stock | Class B Common Stock | Class B | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total | |
Balance at Dec. 31, 2021 | $ 54 | $ 625 | $ 146,555 | $ (9,499,368) | $ (9,352,134) | |||
Balance (in Shares) at Dec. 31, 2021 | 540,000 | 6,250,000 | ||||||
Accretion of redeemable shares of Class A common stock to redemption value | (195,966) | (4,228,049) | (4,424,015) | |||||
Stock-based compensation | 49,411 | 49,411 | ||||||
Net income (loss) | 3,412,413 | 3,412,413 | ||||||
Balance at Mar. 31, 2022 | $ 54 | $ 625 | (10,315,004) | (10,314,325) | ||||
Balance (in Shares) at Mar. 31, 2022 | 540,000 | 6,250,000 | ||||||
Balance at Dec. 31, 2021 | $ 54 | $ 625 | 146,555 | (9,499,368) | (9,352,134) | |||
Balance (in Shares) at Dec. 31, 2021 | 540,000 | 6,250,000 | ||||||
Stock-based compensation | 49,411 | |||||||
Net income (loss) | $ 914,720 | 4,377,849 | ||||||
Balance at Jun. 30, 2022 | $ 54 | $ 625 | (9,349,568) | (329,250) | (9,678,139) | |||
Balance (in Shares) at Jun. 30, 2022 | 540,000 | 6,250,000 | ||||||
Balance at Mar. 31, 2022 | $ 54 | $ 625 | (10,315,004) | (10,314,325) | ||||
Balance (in Shares) at Mar. 31, 2022 | 540,000 | 6,250,000 | ||||||
Net income (loss) | 208,715 | 965,436 | 965,436 | |||||
Other comprehensive loss | (329,250) | (329,250) | ||||||
Balance at Jun. 30, 2022 | $ 54 | $ 625 | (9,349,568) | $ (329,250) | (9,678,139) | |||
Balance (in Shares) at Jun. 30, 2022 | 540,000 | 6,250,000 | ||||||
Balance at Dec. 31, 2022 | $ 54 | $ 625 | 694,592 | (12,310,731) | (11,615,460) | |||
Balance (in Shares) at Dec. 31, 2022 | 540,000 | 6,250,000 | ||||||
Share conversion | [1] | $ 500 | $ (500) | |||||
Share conversion (in Shares) | [1] | 5,000,000 | (5,000,000) | |||||
Accretion of redeemable shares of Class A common stock to redemption value | (242,210) | (242,210) | ||||||
Net income (loss) | (1,593,525) | (1,593,525) | ||||||
Balance at Mar. 31, 2023 | $ 554 | $ 125 | 452,382 | (13,904,256) | (13,451,195) | |||
Balance (in Shares) at Mar. 31, 2023 | 5,540,000 | 1,250,000 | ||||||
Balance at Dec. 31, 2022 | $ 54 | $ 625 | 694,592 | (12,310,731) | (11,615,460) | |||
Balance (in Shares) at Dec. 31, 2022 | 540,000 | 6,250,000 | ||||||
Stock-based compensation | ||||||||
Net income (loss) | (678,338) | (1,979,609) | ||||||
Balance at Jun. 30, 2023 | $ 554 | $ 125 | 298,044 | (14,290,340) | $ (13,991,617) | |||
Balance (in Shares) at Jun. 30, 2023 | 5,540,000 | 1,250,000 | 733,400 | |||||
Balance at Mar. 31, 2023 | $ 554 | $ 125 | 452,382 | (13,904,256) | $ (13,451,195) | |||
Balance (in Shares) at Mar. 31, 2023 | 5,540,000 | 1,250,000 | ||||||
Accretion of redeemable shares of Class A common stock to redemption value | (154,338) | (154,338) | ||||||
Net income (loss) | $ (58,664) | (386,084) | (386,084) | |||||
Balance at Jun. 30, 2023 | $ 554 | $ 125 | $ 298,044 | $ (14,290,340) | $ (13,991,617) | |||
Balance (in Shares) at Jun. 30, 2023 | 5,540,000 | 1,250,000 | 733,400 | |||||
[1] On March 6, 2023, the Company issued 5,000,000 shares of nonredeemable Class A common stock to the Sponsor upon the conversion of 5,000,000 shares of Class B common stock held by the Sponsor (see Note 6). |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities | ||
Net income (loss) | $ (1,979,609) | $ 4,377,849 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Stock-based compensation | 49,411 | |
General and administrative expenses paid by related party | 494,257 | 1,137,256 |
Interest income on cash and investments held in the Trust Account | (584,364) | (438,410) |
Interest expense on sponsor loans and mandatorily redeemable Class A common stock | 578,107 | |
Changes in fair value of warrant liability | 137,916 | (3,622,210) |
Changes in fair value of FPS liability | 687,157 | (704,955) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 504,924 | 541,509 |
Accrued expenses | 174,160 | (1,175,483) |
Franchise tax payable | (12,548) | (164,967) |
Net cash provided by operating activities | ||
Cash flows from investing activities | ||
Cash deposited in the Trust Account | (229,854) | (4,424,015) |
Proceeds from the Trust Account to pay franchise taxes | 150,115 | 24,113 |
Proceeds from the Trust Account to pay income taxes | 112,000 | |
Purchase of available-for-sale debt securities held in the Trust Account | (224,056,750) | |
Sale of cash equivalents held in the Trust Account | 224,056,750 | |
Proceeds from the Trust Account to redeem Public Shares | 16,228,539 | 28,799,270 |
Proceeds from the Trust Account to repay bank overdraft facility | 62,406 | |
Net cash provided by investing activities | 16,323,206 | 24,399,368 |
Cash flows from financing activities | ||
Proceeds from related party – Sponsor loan | 961,015 | 6,167,502 |
Redemption payment for Public Shares | (16,290,945) | (28,799,270) |
Payment of related party payable | (1,009,430) | (317,873) |
Utilization of bank overdraft facility | 62,406 | |
Repayment of bank overdraft facility | (62,406) | |
Net cash used in financing activities | (16,339,360) | (22,949,641) |
Net change in cash | (16,154) | 1,449,727 |
Cash – beginning of the period | 41,154 | 25,000 |
Cash – end of the period | 25,000 | 1,474,727 |
Supplemental disclosure of non-cash financing activities: | ||
Prepaid expenses paid with payables to related party | 515,173 | |
Supplemental disclosure of cash flow information | ||
Cash paid for income taxes | $ 112,000 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
Description of Organization, Business Operations and Basis of Presentation [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation CF Acquisition Corp. VIII (the “Company”) was incorporated in Delaware on July 8, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited in its search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination, the Company intends to focus its search on companies operating in the financial services, healthcare, real estate services, technology and software industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2023, the Company had not commenced operations. All activity through June 30, 2023 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below, and the Company’s efforts toward locating and completing a suitable Business Combination. The Company will not generate any operating revenues until after the completion of the Business Combination, at the earliest. During the six months ended June 30, 2023 and the three and six months ended June 30, 2022, the Company generated non-operating income in the form of interest income on investments in money market funds that invested in U.S. government debt securities and classified as cash equivalents from the proceeds derived from the Initial Public Offering. In addition, during the three and six months ended June 30, 2023, the Company generated non-operating income in the form of interest income from cash deposited in a demand account held at a U.S. bank. During the three and six months ended June 30, 2022, the Company also generated non-operating income in the form of interest income from direct investments in U.S. government debt securities. During the three and six months ended June 30, 2023 and 2022, the Company recognized changes in the fair value of the warrant liability and FPS (as defined below) liability as other income (loss). The Company’s sponsor is CFAC Holdings VIII, LLC (the “Sponsor”). The registration statements for the Initial Public Offering became effective on March 11, 2021. On March 16, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (each, a “Unit” and with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), including 3,000,000 Units sold upon the partial exercise of the underwriters’ over-allotment option, at a purchase price of $10.00 per Unit, generating gross proceeds of $250,000,000, which is described in Note 3. Each Unit consists of one share of Class A common stock and one-fourth of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50. Each warrant will become exercisable 30 days after the completion of the Business Combination and will expire 5 years after the completion of the Business Combination, or earlier upon redemption or liquidation. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 540,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit to the Sponsor in a private placement, generating gross proceeds of $5,400,000, which is described in Note 4. The proceeds of the Private Placement Units were deposited into the Trust Account (as defined below) and will be used to fund the redemption of the Public Shares subject to the requirements of applicable law (see Note 4). Offering costs amounted to approximately $4,900,000, consisting of $4,500,000 of underwriting fees and approximately $400,000 of other costs. Following the closing of the Initial Public Offering and sale of the Private Placement Units on March 16, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units (see Note 4) was placed in a trust account (the “Trust Account”) located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee, which were initially invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company. To mitigate the risk of the Company being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus be subject to regulation under the Investment Company Act, upon the 24-month anniversary of the effective date of the registration statement for the Initial Public Offering, the Company instructed Continental, the trustee with respect to the Trust Account, to liquidate any U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest bearing demand deposit account at a U.S. bank until the earlier of the consummation of the Business Combination or the distribution of the Trust Account. On March 16, 2023, the Company instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at Citibank, N.A., with Continental continuing to act as trustee, until the earlier of the consummation of the Business Combination or liquidation. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and Private Placement are no longer invested in U.S. government debt securities or money market funds that invest in U.S. government debt securities. Merger Agreement with XBP Europe, Inc. – The board of directors of the Company has unanimously approved the Merger and the XBP Europe Business Combination. The closing of the XBP Europe Business Combination will require the approval of the stockholders of the Company and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. Certain existing agreements of the Company, including, but not limited to, the business combination marketing agreement, have been or will be amended or amended and restated in connection with the XBP Europe Business Combination, all as further described in the definitive proxy statement filed by the Company with the SEC on August 4, 2023 (as amended from time to time, the “XBP Europe Proxy Statement”). For more information related to the XBP Europe Business Combination, reference should be made to the Form 8-K that was filed by the Company with the SEC on October 11, 2022 and the XBP Europe Proxy Statement. Initial Business Combination – The Company will provide the holders of the Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of the Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account. The per share amount to be distributed to public stockholders who redeem the Public Shares will not be reduced by the Marketing Fee (as defined in Note 4). There will be no redemption rights upon the completion of the Business Combination with respect to the Company’s warrants. The Company will proceed with the Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of the Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated certificate of incorporation (as may be amended, the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing the Business Combination. If, however, stockholder approval of the Business Combination is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business Combination. If the Company seeks stockholder approval in connection with the Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined in Note 4), their Private Placement Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of the Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares held by the initial stockholders in connection with the completion of the Business Combination. Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem 100% of the Public Shares if the Company does not complete the Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. Forward Purchase Contract Failure to Consummate a Business Combination On March 8, 2022, at a special meeting of the Company’s stockholders, the Company’s stockholders approved an extension of the expiration of the period in which the Company has to consummate the Business Combination from March 16, 2022 to September 30, 2022 (the “First Extension”). In connection with the First Extension, on March 9, 2022, the Sponsor loaned the Company an aggregate amount of $4,424,015 ($0.20 for each Public Share that was not redeemed in connection with the First Extension) (the “First Extension Loan”). The proceeds of the First Extension Loan were deposited into the Trust Account on March 9, 2022. On September 27, 2022, at a special meeting of the Company’s stockholders, the Company’s stockholders approved an additional extension of the expiration of the period in which the Company has to consummate the Business Combination from September 30, 2022 to March 16, 2023 (the “Second Extension”). In connection with the Second Extension, on September 30, 2022, the Sponsor loaned the Company an aggregate amount of $976,832 ($0.33 for each Public Share that was not redeemed in connection with the Second Extension) (the “Second Extension Loan”). The proceeds of the Second Extension Loan were deposited into the Trust Account on September 30, 2022. On March 14, 2023, at a special meeting of the Company’s stockholders, the Company’s stockholders approved an additional extension of the expiration of the period in which the Company has to consummate the Business Combination from March 16, 2023 to September 16, 2023 or an earlier date determined by the board of directors of the Company (the “Third Extension”, and together with the First Extension and the Second Extension, the “Extensions”). In connection with the Third Extension, on March 15, 2023, the Sponsor agreed to loan the Company an aggregate amount of up to $344,781 (the “Third Extension Loan”), with (i) $57,464 ($0.04 for each Public Share that was not redeemed in connection with the Third Extension) (the “Monthly Amount”) deposited into the Trust Account in connection with the funding of the Third Extension Loan on March 16, 2023, and (ii) the Monthly Amount being deposited into the Trust Account for each calendar month thereafter (commencing on April 17, 2023 and ending on the 16 th Each of the First Extension Loan, the Second Extension Loan and the Third Extension Loan bears no interest and is due and payable on the date on which the Company consummates the initial Business Combination. The principal balance of each loan may be prepaid at any time with funds outside of the Trust Account. Pursuant to the terms and conditions of the XBP Europe Business Combination, in connection with the consummation of the XBP Europe Business Combination, all amounts outstanding under each of the First Extension Loan, the Second Extension Loan and the Third Extension Loan will be converted into shares of Class A common stock at $10.00 per share in accordance with, and subject to the exceptions set forth in, the Merger Agreement. The XBP Europe Business Combination is anticipated to close during the Combination Period. If the XBP Europe Business Combination does not close during the Combination Period, the Company may seek approval from its stockholders to further extend the Combination Period. The initial stockholders have agreed to waive their liquidation rights from the Trust Account with respect to the Founder Shares and the Private Placement Shares if the Company fails to complete the Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete the Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor 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 below $10.00 per share. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account, except for the Company’s underwriters and independent registered public accounting firm. Liquidity and Capital Resources As of June 30, 2023 and December 31, 2022, the Company had $25,000 and approximately $41,200, respectively, of cash in its operating account. As of June 30, 2023 and December 31, 2022, the Company had a working capital deficit of approximately $10,667,000 and $9,209,000, respectively. As of June 30, 2023 and December 31, 2022, approximately $350,000 and $276,000, respectively, of interest income earned on funds held in the Trust Account was available to pay taxes. The Company’s liquidity needs through June 30, 2023 have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, a loan of approximately $79,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”) (see Note 4), the proceeds from the sale of the Private Placement Units not held in the Trust Account, the Sponsor Loan (as defined below), the First Working Capital Loan (as defined below), the Second Working Capital Loan (as defined below) and the Third Working Capital Loan (as defined below). The Company fully repaid the Pre-IPO Note upon completion of the Initial Public Offering. In addition, in order to finance transaction costs in connection with the Business Combination, the Sponsor loaned the Company $1,750,000 to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to the Business Combination (the “Sponsor Loan”). If the Sponsor Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (as defined in Note 4). On March 9, 2022, the Company borrowed $4,424,015 ($0.20 for each Public Share that was not redeemed in connection with the First Extension) from the Sponsor pursuant to the First Extension Loan, which was deposited into the Trust Account. On June 30, 2022, the Company entered into a Working Capital Loan (the “First Working Capital Loan”) with the Sponsor in the amount of up to $1,000,000 in connection with advances the Sponsor will make to the Company for working capital expenses, which First Working Capital Loan has been fully drawn by the Company. On September 30, 2022, the Company borrowed $976,832 ($0.33 for each Public Share that was not redeemed in connection with the Second Extension) from the Sponsor pursuant to the Second Extension Loan, which was deposited into the Trust Account. On October 14, 2022, the Company entered into a second Working Capital Loan with the Sponsor in the amount of up to $750,000 (the “Second Working Capital Loan”) in connection with advances the Sponsor will make to the Company for working capital expenses, which Second Working Capital Loan has been fully drawn by the Company. On March 15, 2023, the Company entered into the Third Extension Loan with the Sponsor in the amount of up to $344,781. The funding of the initial Monthly Amount was deposited into the Trust Account during March 2023. During both the three and six months ended June 30, 2023, three additional fundings of the Monthly Amount were deposited into the Trust Account. Further fundings of the Monthly Amount will be deposited into the Trust Account for each calendar month thereafter (commencing on July 17, 2023 and ending on the 16 th On March 31, 2023, the Company entered into a third Working Capital Loan with the Sponsor in the amount of up to $500,000 (the “Third Working Capital Loan”) in connection with advances the Sponsor will make to the Company for working capital expenses. Each of the First Extension Loan, the First Working Capital Loan, the Second Extension Loan, the Second Working Capital Loan, the Third Extension Loan and the Third Working Capital Loan bears no interest and is due and payable on the date on which the Company consummates the initial Business Combination. The principal balance of each loan may be prepaid at any time with funds outside of the Trust Account. Pursuant to the terms and conditions of the XBP Europe Business Combination, in connection with the consummation of the XBP Europe Business Combination, all amounts outstanding under each of the First Working Capital Loan, the Second Working Capital Loan, the Third Working Capital Loan, the First Extension Loan, the Second Extension Loan and the Third Extension Loan will be converted into shares of Class A common stock at $10.00 per share in accordance with, and subject to the exceptions set forth in, the Merger Agreement. As of June 30, 2023 and December 31, 2022, the carrying amounts of the loans payable by the Company to the Sponsor were approximately $9,491,000 and $8,200,000, respectively. As of June 30, 2023 and December 31, 2022, the face amounts of these loans were approximately $9,491,000 and $8,500,000, respectively. See “Related Party Loans” Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, to meet its needs through the earlier of the consummation of the Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective target businesses, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Basis of Presentation The unaudited condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2023 and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in unaudited condensed consolidated financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year or any future period. The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Form 10-K and the final prospectus filed by the Company with the SEC on March 29, 2023 and March 15, 2021, respectively and our Form 10-K/A for the year ended December 31, 2022, as filed with the SEC on April 25, 2023. Principles of Consolidation The unaudited condensed consolidated financial statements of the Company include its wholly-owned subsidiary. All intercompany accounts and transactions are eliminated in consolidation. Going Concern In connection with the Company’s going concern considerations in accordance with guidance in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 205-40, Presentation of Financial Statements – Going Concern Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded foreign corporations that occur after December 31, 2022. The excise tax is imposed on the repurchasing corporation itself and not its stockholders from which the shares are repurchased. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury Department”) has authority to promulgate regulations and provide other guidance regarding the excise tax. In December 2022, the Treasury Department issued Notice 2023-2, Initial Guidance Regarding the Application of the Excise Tax on Repurchases of Corporate Stock under Section 4501 of the Internal Revenue Code |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination of the fair value of the warrant liability, FPS liability and sponsor loans liability. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments (if any) with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents in its operating account as of both June 30, 2023 and December 31, 2022, and no cash equivalents in the Trust Account as of June 30, 2023. The Company’s investments held in the Trust Account as of December 31, 2022 were comprised of cash equivalents. Bank overdrafts (if any) are presented as Other current liability in the Company’s unaudited condensed consolidated balance sheets. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage limit of $250,000, and cash equivalents held in the Trust Account. Any loss incurred or lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. For the three and six months ended June 30, 2023 and 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred in connection with the preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. Warrant and FPS Liability The Company accounts for the warrants and FPS as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and FPS using applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging , The Company accounts for the warrants and FPS in accordance with guidance in ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity Sponsor Loans The Company accounts for the liability related to the sponsor loans in accordance with the guidance in ASC 470-20, Debt – Debt with Conversion and Other Options Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value. For shares of Class A common stock subject to mandatory redemption (if any) with a fixed redemption amount and a fixed redemption date, the Company recognizes interest expense on the unaudited condensed consolidated statements of operations to reflect accretion to the redemption amount. As a result, to reflect accretion to the redemption amount, the Company recognized interest expense of $0 and $248,396 in the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2023, respectively. Shares of conditionally redeemable Class A common stock (including shares of Class A common stock 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, shares of Class A common stock are classified as stockholders’ equity. All of the Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 1,436,589 and 2,960,098 shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity outside of the stockholders’ deficit section of the Company’s unaudited condensed consolidated balance sheets. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of Class A common stock to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable shares of Class A common stock. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable shares of Class A common stock also resulted in charges against Additional paid-in capital and Accumulated deficit. Net Income (Loss) Per Share of Common Stock The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share The Company has not considered the effect of the warrants to purchase an aggregate of 6,385,000 shares of Class A common stock sold in the Initial Public Offering and the Private Placement in the calculation of diluted earnings per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share of common stock is the same as basic earnings per share of common stock for the periods presented. The following tables reflect the calculation of basic and diluted net income (loss) per share of common stock: For the Three Months Ended For the Three Months Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ (67,421 ) $ (259,999 ) $ (58,664 ) $ 738,688 $ 18,033 $ 208,715 Denominator: Basic and diluted weighted average number of shares of common stock outstanding 1,436,589 5,540,000 1,250,000 22,120,073 540,000 6,250,000 Basic and diluted net income (loss) per share of common stock $ (0.05 ) $ (0.05 ) $ (0.05 ) $ 0.03 $ 0.03 $ 0.03 For the Six Months Ended For the Six Months Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ (453,439 ) $ (847,832 ) $ (678,338 ) $ 3,384,097 $ 79,032 $ 914,720 Denominator: Basic and diluted weighted average number of shares of common stock outstanding 2,017,374 3,772,044 3,017,956 23,122,479 540,000 6,250,000 Basic and diluted net income (loss) per share of common stock $ (0.22 ) $ (0.22 ) $ (0.22 ) $ 0.15 $ 0.15 $ 0.15 Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed consolidated 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 tax authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of both June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s current taxable income primarily consists of interest income on cash and investments held in the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During each of the three and six months ended June 30, 2023, the Company recognized approximately $26,000 of income tax expense. The Company’s effective tax rate for the three and six months ended June 30, 2023 was (7.1)% and (1.3)%, respectively. During each of the three and six months ended June 30, 2022, the Company recognized approximately $40,000 of income tax expense. The Company’s effective tax rate for the three and six months ended June 30, 2022 was 4.0% and 0.9%, respectively. The Company’s effective tax rate differs from the federal statutory rate mainly due to the increase in state tax liability, change in fair value of warrant and FPS liabilities, which is not taxable and not deductible, and start-up costs, which are currently not deductible as they are deferred for tax purposes. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 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 The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2023 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units at a price of $10.00 per Unit, including 3,000,000 Units sold upon the partial exercise of the underwriters’ over-allotment option. Each Unit consists of one share of Class A common stock and one-fourth of one redeemable warrant (each whole warrant, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. On March 16, 2021, the Sponsor forfeited 75,000 shares of Class B common stock due to the underwriters not exercising the remaining portion of the over-allotment option, such that the initial stockholders would collectively own 20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (not including the Private Placement Shares). |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On July 8, 2020, the Sponsor purchased 5,750,000 shares (including any shares of Class A common stock issued or issuable upon conversion thereof, the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 (“Class B common stock”) for an aggregate price of $25,000. On March 8, 2021, the Sponsor transferred an aggregate of 20,000 shares of Class B common stock to two of the independent directors of the Company. As a result, the Company recognized no compensation expense and approximately $29,000 of compensation expense at fair value that was presented in the Company’s unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2022, respectively. On March 11, 2021, the Company effected a 1.1-for-1 stock split. All share and per share amounts have been retroactively adjusted. On March 16, 2021, the Sponsor forfeited 75,000 shares of Class B common stock, due to the underwriters not exercising the over-allotment option in full, such that the initial stockholders would collectively own 20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (not including the Private Placement Shares), resulting in an aggregate of 6,250,000 shares of Class B common stock outstanding and held by the Sponsor and two of the independent directors of the Company. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the consummation of the Business Combination and are subject to certain transfer restrictions. Further, in connection with the XBP Europe Business Combination, subject to and conditioned upon its closing, the Sponsor agreed to forfeit 733,400 Founder Shares. On March 6, 2023, the Company issued 5,000,000 shares of Class A common stock to the Sponsor upon the conversion of 5,000,000 shares of Class B common stock held by the Sponsor (the “Conversion”). The 5,000,000 shares of Class A common stock issued in connection with the Conversion are subject to the same restrictions as applied to the Class B common stock prior to the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of the Business Combination as described in the prospectus for the Initial Public Offering. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. In connection with the XBP Europe Business Combination, subject to and conditioned upon its closing, the Sponsor agreed to amend the lock-up terms applicable to the Founder Shares described above to remove clause (x) above. Private Placement Units Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 540,000 Private Placement Units at a price of $10.00 per Private Placement Unit ($5,400,000 in the aggregate). Each Private Placement Unit consists of one share of Class A common stock (the “Private Placement Shares”) and one-fourth of one warrant (each whole warrant, a “Private Placement Warrant”). Each Private Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share. On March 25, 2022, the Sponsor transferred 2,500 shares of Class A common stock to an independent director of the Company. As a result, the Company recognized no compensation expense and approximately $20,000 of compensation expense at fair value that was presented in the Company’s unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2022, respectively. The proceeds from the Private Placement Units have been added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete the Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units (including the component securities thereof) until 30 days after the completion of the initial Business Combination. Underwriter Cantor Fitzgerald & Co. (“CF&Co.”), the lead underwriter of the Initial Public Offering, is an affiliate of the Sponsor (see Note 5). Business Combination Marketing Agreement The Company has engaged CF&Co. as an advisor in connection with any Business Combination to assist the Company in holding meetings with its stockholders to discuss any potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities, and assist the Company with its press releases and public filings in connection with any Business Combination. The Company will pay CF&Co. a cash fee (the “Marketing Fee”) for such services upon the consummation of the Business Combination in an amount equal to $9,350,000, which is equal to 3.5% of the gross proceeds of the base offering in the Initial Public Offering and 5.5% of the gross proceeds from the partial exercise of the underwriter’s over-allotment option; provided, however, in connection with the XBP Europe Business Combination, subject to and conditioned upon its closing, CF&Co. agreed to waive the Marketing Fee. Engagement Letter The Company engaged CF&Co. as its exclusive financial advisor for the XBP Europe Business Combination, but CF&Co. has agreed not to receive an advisory fee for such services other than to receive reimbursement of actual expenses incurred and to be indemnified against certain liabilities arising out of its engagement. Related Party Loans The Sponsor made available to the Company, under the Pre-IPO Note, up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. Prior to the closing of the Initial Public Offering, the amount outstanding under the Pre-IPO Note was approximately $79,000. The Pre-IPO Note was non-interest bearing and was repaid in full upon the completion of the Initial Public Offering. In order to finance transaction costs in connection with an intended Business Combination, pursuant to the Sponsor Loan, the Sponsor loaned the Company $1,750,000 to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements, including $10,000 per month for office space, administrative and shared personnel support services that will be paid to the Sponsor, for the period commencing upon the consummation of the Initial Public Offering and concluding upon the consummation of the Business Combination. For each of the three months ended June 30, 2023 and 2022, the Company paid $30,000 for office space and administrative fees. For each of the six months ended June 30, 2023 and 2022, the Company paid $60,000 for office space and administrative fees. If the Sponsor Loan is insufficient to cover the working capital requirements of the Company, 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 Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that the Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. On June 30, 2022, the Company entered into the First Working Capital Loan with the Sponsor in the amount of up to $1,000,000, which First Working Capital Loan has been fully drawn by the Company. On October 14, 2022, the Company entered into the Second Working Capital Loan with the Sponsor in the amount of up to $750,000 in connection with advances the Sponsor will make to the Company for working capital expenses, which Second Working Capital Loan has been fully drawn by the Company. On March 31, 2023, the Company entered into a Third Working Capital Loan with the Sponsor in the amount of up to $500,000 in connection with advances the Sponsor will make to the Company for working capital expenses. On March 9, 2022, the Company borrowed $4,424,015 ($0.20 for each Public Share that was not redeemed in connection with the First Extension) from the Sponsor pursuant to the First Extension Loan, which was deposited into the Trust Account. On September 30, 2022, the Company borrowed $976,832 ($0.33 for each Public Share that was not redeemed in connection with the Second Extension) from the Sponsor pursuant to the Second Extension Loan, which was deposited into the Trust Account. On March 15, 2023, the Company entered into the Third Extension Loan with the Sponsor in the amount of up to $344,781. The funding of the initial Monthly Amount was deposited into the Trust Account during March 2023. During both the three and six months ended June 30, 2023, three additional fundings of the Monthly Amount were deposited into the Trust Account. Further fundings of the Monthly Amount will be deposited into the Trust Account for each calendar month thereafter (commencing on July 17, 2023 and ending on the 16 th As of June 30, 2023 and December 31, 2022, the carrying amounts of the loans payable by the Company to the Sponsor were approximately $9,491,000 and $8,200,000, respectively. As of June 30, 2023 and December 31, 2022, the face amounts of these loans were approximately $9,941,000 and $8,500,000, respectively. Each of the First Extension Loan, the First Working Capital Loan, the Second Extension Loan, the Second Working Capital Loan, the Third Extension Loan and the Third Working Capital Loan bears no interest and is due and payable on the date on which the Company consummates the initial Business Combination. The principal balance of each loan may be prepaid at any time with funds outside of the Trust Account. Pursuant to the terms and conditions of the XBP Europe Business Combination, in connection with the consummation of the XBP Europe Business Combination, all amounts outstanding under each of the First Working Capital Loan, the Second Working Capital Loan, the Third Working Capital Loan, the First Extension Loan, the Second Extension Loan and the Third Extension Loan will be converted into shares of Class A common stock at $10.00 per share in accordance with, and subject to the exceptions set forth in, the Merger Agreement. The Sponsor pays expenses on the Company’s behalf. The Company reimburses the Sponsor for such expenses paid on its behalf. The unpaid balance, if any, is included in Payables to related parties on the accompanying unaudited condensed consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 5—Commitments and Contingencies Registration Rights Pursuant to a registration rights agreement entered into on March 11, 2021, the holders of Founder Shares and Private Placement Units (and component securities) are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock). These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted CF&Co. a 45-day option to purchase up to 3,300,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. On March 16, 2021, simultaneously with the closing of the Initial Public Offering, CF&Co. partially exercised the over-allotment option for 3,000,000 additional Units and advised the Company that it would not exercise the remaining portion of the over-allotment option. CF&Co. was paid a cash underwriting discount of $4,400,000 in connection with the Initial Public Offering. The Company also engaged a qualified independent underwriter to participate in the preparation of the registration statement and exercise the usual standards of “due diligence” in respect thereto. The Company paid the independent underwriter a fee of $100,000 upon the completion of the Initial Public Offering in consideration for its services and expenses as the qualified independent underwriter. The qualified independent underwriter received no other compensation. Business Combination Marketing Agreement The Company has engaged CF&Co. as an advisor in connection with the Company’s Business Combination (see Note 4). Risks and Uncertainties Management continues to evaluate the impact of the military conflict in Ukraine on the financial markets and on the industry, and has concluded that while it is reasonably possible that the conflict could have an effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Stockholders_ Deficit
Stockholders’ Deficit | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders’ Deficit [Abstract] | |
Stockholders’ Deficit | Note 6 —Stockholders’ Deficit Class A Common Stock Class B Common Stock Prior to the consummation of the Business Combination, only holders of shares of Class B common stock have the right to vote on the election of directors, and holders of shares of Class A common stock are not entitled to vote on the election of directors during such time. Holders of shares of Class A common stock and Class B common stock vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination). Pursuant to the Sponsor Support Agreement entered into in connection with the XBP Europe Business Combination, the Sponsor agreed, among other items, to waive the anti-dilution rights of the Company’s shares of Class B common stock under the Amended and Restated Certificate of Incorporation. On March 8, 2021, the Sponsor transferred an aggregate of 20,000 shares of Class B common stock to two of the independent directors of the Company. On March 11, 2021, the Company effected a 1.1-for-1 stock split. Information contained in the unaudited condensed consolidated financial statements has been retroactively adjusted for this split. On March 16, 2021, the Sponsor forfeited 75,000 shares of Class B common stock, resulting in an aggregate of 6,250,000 shares of Class B common stock outstanding and held by the Sponsor and two of the independent directors of the Company as of such date. Preferred Stock no |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2023 | |
Warrants [Abstract] | |
Warrants | Note 7 —Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the completion of the Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Business Combination, the Company will use its commercially reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of the Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time during the exercise period; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for any issuance of shares of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete the Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of the warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements on a Re
Fair Value Measurements on a Recurring Basis | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements on a Recurring Basis [Abstract] | |
Fair Value Measurements on a Recurring Basis | Note 8—Fair Value Measurements on a Recurring Basis Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs to valuation techniques used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These three levels of the fair value hierarchy are: ● Level 1 measurements – unadjusted observable inputs such as quoted prices for identical instruments in active markets; ● Level 2 measurements – inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3 measurements – unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 and indicate the fair value hierarchy of the inputs that the Company utilized to determine such fair value: June 30, 2023 Description Quoted Significant Other Significant Other Total Liabilities: Warrant liability $ — $ 316,696 $ — $ 316,696 FPS liability — — 3,191,371 3,191,371 Total Liabilities $ — $ 316,696 $ 3,191,371 $ 3,508,067 December 31, 2022 Description Quoted Significant Other Significant Other Total Assets: Assets held in Trust Account – U.S. government debt securities $ 31,445,874 $ — $ — $ 31,445,874 Liabilities: Warrant liability $ — $ 178,180 $ — $ 178,780 FPS liability — — 2,504,214 2,504,214 Total Liabilities $ — $ 178,180 $ 2,504,214 $ 2,682,994 Level 1 assets as of December 31, 2022 included investments in a money market fund classified as cash equivalents; the fund holds U.S. government debt securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Warrant Liability The warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liability on the Company’s unaudited condensed consolidated balance sheets. The warrant liability is measured at fair value at inception and on a recurring basis, with any subsequent changes in fair value presented within Changes in fair value of warrant liability in the Company’s unaudited condensed consolidated statements of operations. As of both June 30, 2023 and December 31, 2022, the fair value measurements of the Public Warrants fall within Level 2 fair value measurement inputs due to the use of an observable quoted price in an inactive market. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of the Private Placement Warrants is equivalent to that of the Public Warrants. As such, the fair value of the Private Placement Warrants is classified as Level 2 fair value measurements as of both June 30, 2023 and December 31, 2022. There were no transfers into or out of Level 3 fair value measurements during the three and six months ended June 30, 2023 or 2022. The following tables present the changes in the fair value of warrant liability for the six months ended June 30, 2023 and 2022: Private Public Warrant Fair value as of December 31, 2022 $ 3,780 $ 175,000 $ 178,780 Change in valuation inputs or other assumptions (1) 10,382 480,625 491,007 Fair value as of March 31, 2023 $ 14,162 $ 655,625 $ 669,787 Change in valuation inputs or other assumptions (1) (7,466 ) (345,625 ) (353,091 ) Fair value as of June 30, 2023 $ 6,696 $ 310,000 $ 316,696 Private Public Warrant Fair value as of December 31, 2021 $ 112,063 $ 5,188,125 $ 5,300,188 Change in valuation inputs or other assumptions (1) (67,513 ) (3,125,625 ) (3,193,138 ) Fair value as of March 31, 2022 $ 44,550 $ 2,062,500 $ 2,107,050 Change in valuation inputs or other assumptions (1) (9,072 ) (420,000 ) (429,072 ) Fair value as of June 30, 2022 $ 35,478 $ 1,642,500 $ 1,677,978 (1) Changes in valuation inputs or other assumptions are recognized in Changes in fair value of warrant liability in the unaudited condensed consolidated statements of operations. FPS Liability The liability for the FPS was valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate commitment of $10.0 million pursuant to the FPA is discounted to present value and compared to the fair value of the shares of common stock and warrants to be issued pursuant to the FPA. The fair value of the shares of common stock and warrants to be issued under the FPA are based on the public trading price of the Units issued in the Initial Public Offering. The excess (liability) or deficit (asset) of the fair value of the shares of common stock and warrants to be issued compared to the $10.0 million fixed commitment is then reduced to account for the probability of consummation of the Business Combination. The primary unobservable input utilized in determining the fair value of the FPS is the probability of consummation of the Business Combination. As of both June 30, 2023 and December 31, 2022, the probability assigned to the consummation of the Business Combination was 80%. The probability was determined based on observed success rates of business combinations for special purpose acquisition companies. The following tables present the changes in the fair value of the FPS liability for the three and six months ended June 30, 2023 and 2022. FPS Fair value as of December 31, 2022 $ 2,504,214 Change in valuation inputs or other assumptions (1) 259,658 Fair value as of March 31, 2023 $ 2,763,872 Change in valuation inputs or other assumptions (1) 427,499 Fair value as of June 30, 2023 $ 3,191,371 FPS Fair value as of December 31, 2021 $ 2,006,525 Change in valuation inputs or other assumptions (1) (47,329 ) Fair value as of March 31, 2022 $ 1,959,196 Change in valuation inputs or other assumptions (1) (657,626 ) Fair value as of June 30, 2022 $ 1,301,570 (1) Changes in valuation inputs or other assumptions are recognized in Changes in fair value of FPS liability in the unaudited condensed consolidated statements of operations. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued and determined that there have been no events, that have occurred that would require adjustments to the disclosures in the unaudited condensed consolidated financial statements other than as described below. On July 14, 2023, the Company filed with the SEC Amendment No. 2 to the preliminary proxy statement initially filed by the Company with the SEC on February 13, 2023 in respect of the XBP Europe Business Combination (as amended from time to time, the “Preliminary XBP Europe Proxy Statement”). On July 28, 2023, the Company filed with the SEC Amendment No. 3 to the Preliminary XBP Europe Proxy Statement. On August 4, 2023 the Company filed with the SEC the XBP Europe Proxy Statement. On August 11, 2023, the Company filed with the SEC a preliminary proxy statement with respect to a proposed extension of time to consummate an Initial Business Combination from September 16, 2023 to March 16, 2024 (assuming exercise of all six one-month extension periods). On August 14, 2023, the Company filed with the SEC a registration statement on Form S-1 to register for resale certain shares of common stock of the Company currently held by the Sponsor and an independent director of the Company and certain shares to be issued to the Sponsor in the XBP Europe Business Combination. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination of the fair value of the warrant liability, FPS liability and sponsor loans liability. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments (if any) with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents in its operating account as of both June 30, 2023 and December 31, 2022, and no cash equivalents in the Trust Account as of June 30, 2023. The Company’s investments held in the Trust Account as of December 31, 2022 were comprised of cash equivalents. Bank overdrafts (if any) are presented as Other current liability in the Company’s unaudited condensed consolidated balance sheets. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage limit of $250,000, and cash equivalents held in the Trust Account. Any loss incurred or lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. For the three and six months ended June 30, 2023 and 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred in connection with the preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. |
Warrant and FPS Liability | Warrant and FPS Liability The Company accounts for the warrants and FPS as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and FPS using applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging , The Company accounts for the warrants and FPS in accordance with guidance in ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity |
Sponsor Loans | Sponsor Loans The Company accounts for the liability related to the sponsor loans in accordance with the guidance in ASC 470-20, Debt – Debt with Conversion and Other Options |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value. For shares of Class A common stock subject to mandatory redemption (if any) with a fixed redemption amount and a fixed redemption date, the Company recognizes interest expense on the unaudited condensed consolidated statements of operations to reflect accretion to the redemption amount. As a result, to reflect accretion to the redemption amount, the Company recognized interest expense of $0 and $248,396 in the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2023, respectively. Shares of conditionally redeemable Class A common stock (including shares of Class A common stock 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, shares of Class A common stock are classified as stockholders’ equity. All of the Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 1,436,589 and 2,960,098 shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity outside of the stockholders’ deficit section of the Company’s unaudited condensed consolidated balance sheets. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of Class A common stock to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable shares of Class A common stock. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable shares of Class A common stock also resulted in charges against Additional paid-in capital and Accumulated deficit. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share The Company has not considered the effect of the warrants to purchase an aggregate of 6,385,000 shares of Class A common stock sold in the Initial Public Offering and the Private Placement in the calculation of diluted earnings per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share of common stock is the same as basic earnings per share of common stock for the periods presented. The following tables reflect the calculation of basic and diluted net income (loss) per share of common stock: For the Three Months Ended For the Three Months Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ (67,421 ) $ (259,999 ) $ (58,664 ) $ 738,688 $ 18,033 $ 208,715 Denominator: Basic and diluted weighted average number of shares of common stock outstanding 1,436,589 5,540,000 1,250,000 22,120,073 540,000 6,250,000 Basic and diluted net income (loss) per share of common stock $ (0.05 ) $ (0.05 ) $ (0.05 ) $ 0.03 $ 0.03 $ 0.03 For the Six Months Ended For the Six Months Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ (453,439 ) $ (847,832 ) $ (678,338 ) $ 3,384,097 $ 79,032 $ 914,720 Denominator: Basic and diluted weighted average number of shares of common stock outstanding 2,017,374 3,772,044 3,017,956 23,122,479 540,000 6,250,000 Basic and diluted net income (loss) per share of common stock $ (0.22 ) $ (0.22 ) $ (0.22 ) $ 0.15 $ 0.15 $ 0.15 |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed consolidated 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 tax authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of both June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s current taxable income primarily consists of interest income on cash and investments held in the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During each of the three and six months ended June 30, 2023, the Company recognized approximately $26,000 of income tax expense. The Company’s effective tax rate for the three and six months ended June 30, 2023 was (7.1)% and (1.3)%, respectively. During each of the three and six months ended June 30, 2022, the Company recognized approximately $40,000 of income tax expense. The Company’s effective tax rate for the three and six months ended June 30, 2022 was 4.0% and 0.9%, respectively. The Company’s effective tax rate differs from the federal statutory rate mainly due to the increase in state tax liability, change in fair value of warrant and FPS liabilities, which is not taxable and not deductible, and start-up costs, which are currently not deductible as they are deferred for tax purposes. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 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 The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock | The following tables reflect the calculation of basic and diluted net income (loss) per share of common stock: For the Three Months Ended For the Three Months Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ (67,421 ) $ (259,999 ) $ (58,664 ) $ 738,688 $ 18,033 $ 208,715 Denominator: Basic and diluted weighted average number of shares of common stock outstanding 1,436,589 5,540,000 1,250,000 22,120,073 540,000 6,250,000 Basic and diluted net income (loss) per share of common stock $ (0.05 ) $ (0.05 ) $ (0.05 ) $ 0.03 $ 0.03 $ 0.03 For the Six Months Ended For the Six Months Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ (453,439 ) $ (847,832 ) $ (678,338 ) $ 3,384,097 $ 79,032 $ 914,720 Denominator: Basic and diluted weighted average number of shares of common stock outstanding 2,017,374 3,772,044 3,017,956 23,122,479 540,000 6,250,000 Basic and diluted net income (loss) per share of common stock $ (0.22 ) $ (0.22 ) $ (0.22 ) $ 0.15 $ 0.15 $ 0.15 |
Fair Value Measurements on a _2
Fair Value Measurements on a Recurring Basis (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements on a Recurring Basis [Abstract] | |
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 and indicate the fair value hierarchy of the inputs that the Company utilized to determine such fair value: Description Quoted Significant Other Significant Other Total Liabilities: Warrant liability $ — $ 316,696 $ — $ 316,696 FPS liability — — 3,191,371 3,191,371 Total Liabilities $ — $ 316,696 $ 3,191,371 $ 3,508,067 Description Quoted Significant Other Significant Other Total Assets: Assets held in Trust Account – U.S. government debt securities $ 31,445,874 $ — $ — $ 31,445,874 Liabilities: Warrant liability $ — $ 178,180 $ — $ 178,780 FPS liability — — 2,504,214 2,504,214 Total Liabilities $ — $ 178,180 $ 2,504,214 $ 2,682,994 |
Schedule of Changes in the Fair Value of Warrant Liability | The following tables present the changes in the fair value of warrant liability for the six months ended June 30, 2023 and 2022: Private Public Warrant Fair value as of December 31, 2022 $ 3,780 $ 175,000 $ 178,780 Change in valuation inputs or other assumptions (1) 10,382 480,625 491,007 Fair value as of March 31, 2023 $ 14,162 $ 655,625 $ 669,787 Change in valuation inputs or other assumptions (1) (7,466 ) (345,625 ) (353,091 ) Fair value as of June 30, 2023 $ 6,696 $ 310,000 $ 316,696 Private Public Warrant Fair value as of December 31, 2021 $ 112,063 $ 5,188,125 $ 5,300,188 Change in valuation inputs or other assumptions (1) (67,513 ) (3,125,625 ) (3,193,138 ) Fair value as of March 31, 2022 $ 44,550 $ 2,062,500 $ 2,107,050 Change in valuation inputs or other assumptions (1) (9,072 ) (420,000 ) (429,072 ) Fair value as of June 30, 2022 $ 35,478 $ 1,642,500 $ 1,677,978 (1) Changes in valuation inputs or other assumptions are recognized in Changes in fair value of warrant liability in the unaudited condensed consolidated statements of operations. FPS Fair value as of December 31, 2022 $ 2,504,214 Change in valuation inputs or other assumptions (1) 259,658 Fair value as of March 31, 2023 $ 2,763,872 Change in valuation inputs or other assumptions (1) 427,499 Fair value as of June 30, 2023 $ 3,191,371 FPS Fair value as of December 31, 2021 $ 2,006,525 Change in valuation inputs or other assumptions (1) (47,329 ) Fair value as of March 31, 2022 $ 1,959,196 Change in valuation inputs or other assumptions (1) (657,626 ) Fair value as of June 30, 2022 $ 1,301,570 (1) Changes in valuation inputs or other assumptions are recognized in Changes in fair value of FPS liability in the unaudited condensed consolidated statements of operations. |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Mar. 15, 2023 | Mar. 09, 2022 | Mar. 16, 2023 | Sep. 30, 2022 | Mar. 16, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Oct. 14, 2022 | Jun. 30, 2022 | |
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Offering cost | $ 4,900,000 | |||||||||
Other costs | $ 400,000 | |||||||||
Redeem public share percentage | 100% | |||||||||
Dissolution expenses | $ 100,000 | |||||||||
Public share (in Dollars per share) | $ 0.04 | $ 0.33 | $ 10.69 | |||||||
Aggregate amount | $ 344,781 | $ 976,832 | ||||||||
Extension loan | $ 57,464 | |||||||||
Trust account | $ 16,290,945 | |||||||||
Cash | 25,000 | $ 41,200 | ||||||||
Working capital | 10,667,000 | 9,209,000 | ||||||||
Sponsor exchange | 25,000 | |||||||||
Sponsor loan | 79,000 | |||||||||
Expenses relating to working capital | 1,750,000 | |||||||||
Working capital loan | $ 500,000 | $ 750,000 | $ 1,000,000 | |||||||
Third extension loan | $ 344,781 | |||||||||
Second extension loan | $ 976,832 | |||||||||
Face amounts loans | $ 9,491,000 | 8,500,000 | ||||||||
Sponsor [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Sale of Units (in Shares) | 3,000,000 | |||||||||
Purchase price per share (in Dollars per share) | $ 10 | |||||||||
First extension loan | $ 4,424,015 | |||||||||
Public share (in Dollars per share) | $ 0.2 | $ 0.33 | $ 1,523,509 | |||||||
Extension loan | $ 976,832 | |||||||||
Working capital | $ 1,750,000 | |||||||||
Second extension loan | $ 9,491,000 | $ 8,200,000 | ||||||||
Private Placement Warrants [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Sale of Units (in Shares) | 540,000 | |||||||||
Purchase price per share (in Dollars per share) | $ 10 | |||||||||
Generating gross proceeds | $ 5,400,000 | |||||||||
Initial Public Offering [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Sale of Units (in Shares) | 25,000,000 | |||||||||
Net proceeds | $ 250,000,000 | |||||||||
Price per share (in Dollars per share) | $ 10 | |||||||||
Sponsor Loan [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Working capital loan | $ 750,000 | |||||||||
Second extension loan per share (in Dollars per share) | $ 10 | |||||||||
Trust Account [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Common stock, par value (in Dollars per share) | 10 | |||||||||
First extension loan | $ 4,424,015 | |||||||||
Public share (in Dollars per share) | $ 0.2 | |||||||||
Forward Purchase Contract [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Purchase price per share (in Dollars per share) | $ 10 | |||||||||
Generating gross proceeds | $ 10,000,000 | |||||||||
Initial business combination units (in Shares) | 1,000,000 | |||||||||
Class A Common Stock [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Common stock, par value (in Dollars per share) | $ 10.81 | $ 10.53 | ||||||||
Price per share (in Dollars per share) | $ 12 | |||||||||
Redeeming shares aggregate percentage | 15% | |||||||||
Class A Common Stock [Member] | Forward Purchase Contract [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Shares issued (in Shares) | 250,000 | |||||||||
Initial Business Combination [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Fair market value percentage | 80% | |||||||||
Business Combination [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Common stock, par value (in Dollars per share) | $ 10 | |||||||||
Acquires outstanding voting securities | 50% | |||||||||
Net tangible assets | $ 5,000,001 | |||||||||
Dissolution expenses | $ 100,000 | |||||||||
Business Combination [Member] | Class A Common Stock [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Common stock, par value (in Dollars per share) | $ 10 | |||||||||
Inflation Reduction Act of 2022 [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Federal excise tax rate | 1% | |||||||||
Underwriting [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Underwriting fees | $ 4,500,000 | |||||||||
Liquidity and Capital Resources [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Interest income earned | $ 350,000 | $ 276,000 | ||||||||
CFAC Holdings VIII, LLC [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Sale of Units (in Shares) | 25,000,000 | |||||||||
Generating gross proceeds | $ 250,000,000 | |||||||||
Business combination expire | 5 years | |||||||||
CFAC Holdings VIII, LLC [Member] | Class A Common Stock [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Common stock, par value (in Dollars per share) | $ 11.5 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Federal depository insurance coverage | $ 250,000 | $ 250,000 | |||
Interest expense | 0 | 248,396 | |||
Income tax expense | $ 26,000 | $ 40,000 | $ 26,000 | $ 40,000 | |
Effective tax rate | (7.10%) | 4% | (1.30%) | 0.90% | |
Common Class A [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Common stock subject to possible redemption (in Shares) | 1,436,589 | 1,436,589 | 2,960,098 | ||
Common Class A [Member] | Private Placement [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Warrant purchase (in Shares) | 6,385,000 | 6,385,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Class A – Public shares [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock [Line Items] | ||||
Allocation of net income (loss) | $ (67,421) | $ 738,688 | $ (453,439) | $ 3,384,097 |
Basic weighted average number of shares of common stock outstanding | 1,436,589 | 22,120,073 | 2,017,374 | 23,122,479 |
Basic net income (loss) per share of common stock | $ (0.05) | $ 0.03 | $ (0.22) | $ 0.15 |
Class A – Private placement shares [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock [Line Items] | ||||
Allocation of net income (loss) | $ (259,999) | $ 18,033 | $ (847,832) | $ 79,032 |
Basic weighted average number of shares of common stock outstanding | 5,540,000 | 540,000 | 3,772,044 | 540,000 |
Basic net income (loss) per share of common stock | $ (0.05) | $ 0.03 | $ (0.22) | $ 0.15 |
Class B – Common stock [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock [Line Items] | ||||
Allocation of net income (loss) | $ (58,664) | $ 208,715 | $ (678,338) | $ 914,720 |
Basic weighted average number of shares of common stock outstanding | 1,250,000 | 6,250,000 | 3,017,956 | 6,250,000 |
Basic net income (loss) per share of common stock | $ (0.05) | $ 0.03 | $ (0.22) | $ 0.15 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Class A – Public shares [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock (Parentheticals) [Line Items] | ||||
Diluted weighted average number of shares of common stock outstanding | 1,436,589 | 22,120,073 | 2,017,374 | 23,122,479 |
Diluted net income (loss) per share of common stock | $ (0.05) | $ 0.03 | $ (0.22) | $ 0.15 |
Class A – Private placement shares [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock (Parentheticals) [Line Items] | ||||
Diluted weighted average number of shares of common stock outstanding | 5,540,000 | 540,000 | 3,772,044 | 540,000 |
Diluted net income (loss) per share of common stock | $ (0.05) | $ 0.03 | $ (0.22) | $ 0.15 |
Class B – Common stock [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock (Parentheticals) [Line Items] | ||||
Diluted weighted average number of shares of common stock outstanding | 1,250,000 | 6,250,000 | 3,017,956 | 6,250,000 |
Diluted net income (loss) per share of common stock | $ (0.05) | $ 0.03 | $ (0.22) | $ 0.15 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 1 Months Ended | 6 Months Ended |
Mar. 16, 2021 | Jun. 30, 2023 | |
Initial Public Offering (Details) [Line Items] | ||
Issued and outstanding shares percentage | 20% | |
Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of units | 25,000,000 | |
Price per share (in Dollars per share) | $ 10 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of units | 3,000,000 | |
Class A Common Stock [Member] | Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Warrants exercise price (in Dollars per share) | $ 11.5 | |
Class B Common Stock [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sponsor forfeited shares | 75,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||||
Mar. 15, 2023 | Mar. 09, 2022 | Mar. 11, 2021 | Jul. 08, 2020 | Mar. 16, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Mar. 16, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Mar. 06, 2023 | Oct. 14, 2022 | Mar. 25, 2022 | Mar. 08, 2021 | |
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Compensation expense | $ 29,000 | ||||||||||||||||
Stock split, description | the Company effected a 1.1-for-1 stock split. | ||||||||||||||||
Initial stockholders ownership percentage | 20% | ||||||||||||||||
Founder shares outstanding (in Shares) | 733,400 | 733,400 | |||||||||||||||
Working capital | $ 9,209,000 | $ 10,667,000 | $ 10,667,000 | ||||||||||||||
Other working capital expenses | 10,000 | ||||||||||||||||
Office space and administrative fees | 30,000 | $ 30,000 | 60,000 | $ 60,000 | |||||||||||||
Working capital loan | 1,000,000 | 1,000,000 | $ 500,000 | $ 750,000 | |||||||||||||
Aggregate amount | $ 79,000 | ||||||||||||||||
Public share per share (in Dollars per share) | $ 0.04 | $ 0.33 | $ 10.69 | ||||||||||||||
Second extension loan | $ 976,832 | ||||||||||||||||
Third extension loan | $ 344,781 | ||||||||||||||||
Face amounts of loans | 8,500,000 | $ 9,941,000 | |||||||||||||||
Sponsor [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Sponsor purchased an aggregate shares (in Shares) | 3,000,000 | ||||||||||||||||
Pre IPO Note | 300,000 | ||||||||||||||||
Working capital | 1,750,000 | $ 1,750,000 | |||||||||||||||
First working capital | $ 1,000,000 | $ 1,000,000 | |||||||||||||||
Public share per share (in Dollars per share) | $ 0.2 | $ 0.33 | $ 1,523,509 | ||||||||||||||
Second extension loan | 8,200,000 | 9,491,000 | $ 9,491,000 | ||||||||||||||
Loans payable | $ 8,200,000 | $ 9,491,000 | 9,491,000 | ||||||||||||||
Private Placement [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Aggregate price | 5,400,000 | ||||||||||||||||
Compensation expense | $ 20,000 | ||||||||||||||||
Sponsor purchased an aggregate shares (in Shares) | 540,000 | ||||||||||||||||
Price per unit (in Dollars per share) | $ 10 | ||||||||||||||||
Initial Public Offering [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Sale of stock price per share (in Dollars per share) | $ 10 | ||||||||||||||||
Sponsor purchased an aggregate shares (in Shares) | 25,000,000 | ||||||||||||||||
Marketing fee percentage | 3.50% | ||||||||||||||||
Pre IPO Note | $ 79,000 | ||||||||||||||||
Over-Allotment Option [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Sponsor purchased an aggregate shares (in Shares) | 3,000,000 | ||||||||||||||||
Marketing fee percentage | 5.50% | ||||||||||||||||
Sponsor Loan [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Working capital loan | $ 750,000 | ||||||||||||||||
Public Shares [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Aggregate amount | $ 4,424,015 | ||||||||||||||||
Public share per share (in Dollars per share) | $ 0.2 | ||||||||||||||||
Class A Common Stock [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Sponsor transferred shares (in Shares) | 2,500 | ||||||||||||||||
Common stock, shares issued (in Shares) | 5,000,000 | ||||||||||||||||
Sale of stock price per share (in Dollars per share) | $ 12 | $ 12 | |||||||||||||||
Price per unit (in Dollars per share) | 10 | ||||||||||||||||
Class A Common Stock [Member] | Sponsor [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Common stock, shares issued (in Shares) | 5,000,000 | ||||||||||||||||
Class A Common Stock [Member] | Private Placement Warrants [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Price per share (in Dollars per share) | $ 11.5 | $ 11.5 | |||||||||||||||
Class B Common Stock [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||||||||
Aggregate price | $ 25,000 | ||||||||||||||||
Sponsor transferred shares (in Shares) | 20,000 | ||||||||||||||||
Number of shares forfeited (in Shares) | 75,000 | ||||||||||||||||
Aggregate of founder share outstanding (in Shares) | 6,250,000 | ||||||||||||||||
Founder shares outstanding (in Shares) | 6,250,000 | ||||||||||||||||
Common stock, shares issued (in Shares) | 5,000,000 | ||||||||||||||||
Business Combination [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Marketing fee | $ 9,350,000 | $ 9,350,000 | |||||||||||||||
Founder Shares [Member] | Class A Common Stock [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Shares issued (in Shares) | 5,750,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 6 Months Ended | |
Mar. 16, 2021 | Jun. 30, 2023 | |
Over-Allotment Option [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Partially exercised additional units | 3,000,000 | |
IPO [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Underwriter fee | $ 100,000 | |
Underwriting Agreement [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Shares issued | 3,300,000 | |
Cash underwriting discount | $ 4,400,000 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - $ / shares | 1 Months Ended | 6 Months Ended | ||||
Mar. 16, 2021 | Mar. 11, 2021 | Dec. 31, 2022 | Jun. 30, 2023 | Mar. 06, 2023 | Mar. 08, 2021 | |
Stockholders’ Deficit (Details) [Line Items] | ||||||
Aggregate converted basis percentage | 20% | |||||
Reverse stock split | the Company effected a 1.1-for-1 stock split | |||||
Shares outstanding | 733,400 | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Preferred stock shares outstanding | ||||||
Preferred stock shares issued | ||||||
Preferred Stock [Member] | ||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||
Preferred stock, shares authorized | 1,000,000 | |||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |||||
Preferred stock shares outstanding | ||||||
Preferred stock shares issued | ||||||
Class A Common Stock [Member] | ||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||
Common stock, shares authorized | 160,000,000 | 160,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares outstanding | 540,000 | 5,540,000 | ||||
Common stock shares issued | 540,000 | 5,540,000 | ||||
Common stock excluding shares | 2,960,098 | 1,436,589 | ||||
Common stock, shares issued | 5,000,000 | |||||
Outstanding shares | 540,000 | 5,000,000 | ||||
Private placement shares | 540,000 | |||||
Class A Common Stock [Member] | First Extension [Member] | ||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||
Redemption | 2,879,927 | |||||
Class A Common Stock [Member] | Second Extension [Member] | ||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||
Redemption | 19,159,975 | |||||
Class A Common Stock [Member] | Third Extension [Member] | ||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||
Redemption | 1,523,509 | |||||
Class B Common Stock [Member] | ||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||
Common stock, shares authorized | 40,000,000 | 40,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares outstanding | 6,250,000 | 1,250,000 | ||||
Common stock shares issued | 6,250,000 | 1,250,000 | ||||
Common stock, shares issued | 5,000,000 | |||||
Shares forfeited | 75,000 | 75,000 | ||||
Issued and outstanding ordinary shares percentage | 20% | |||||
Shares outstanding | 6,250,000 | |||||
Sponsor [Member] | Class B Common Stock [Member] | ||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||
Aggregate of founder shares to independent directors | 20,000 |
Warrants (Details)
Warrants (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares | |
Warrants [Abstract] | |
Public warrants term | 5 years |
Warrants and rights outstanding description | ●in whole and not in part; ● at a price of $0.01 per warrant; ● at any time during the exercise period; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. |
Warrant price per share | $ 0.01 |
Price per share | $ 18 |
Fair Value Measurements on a _3
Fair Value Measurements on a Recurring Basis (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended |
Dec. 31, 2022 | Jun. 30, 2023 | |
Fair Value Measurements on a Recurring Basis [Abstract] | ||
Aggregate commitment | $ 10 | |
Fixed commitment amount | $ 10 | |
Business combination, percentage | 80% | 80% |
Fair Value Measurements on a _4
Fair Value Measurements on a Recurring Basis (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Total Liabilities | $ 14,420,308 | $ 12,142,897 |
Fair Value Measurement [Member] | ||
Liabilities: | ||
Warrant liability | 316,696 | 178,780 |
FPS liability | 3,191,371 | 2,504,214 |
Total Liabilities | 3,508,067 | 2,682,994 |
Assets: | ||
Assets held in Trust Account – U.S. government debt securities | 31,445,874 | |
Quoted Prices in Active Markets (Level 1) [Member] | Fair Value Measurement [Member] | ||
Liabilities: | ||
Warrant liability | ||
FPS liability | ||
Total Liabilities | ||
Assets: | ||
Assets held in Trust Account – U.S. government debt securities | 31,445,874 | |
Significant Other Observable Inputs (Level 2) [Member] | Fair Value Measurement [Member] | ||
Liabilities: | ||
Warrant liability | 316,696 | 178,180 |
FPS liability | ||
Total Liabilities | 316,696 | 178,180 |
Assets: | ||
Assets held in Trust Account – U.S. government debt securities | ||
Significant Other Unobservable Inputs (Level 3) [Member] | Fair Value Measurement [Member] | ||
Liabilities: | ||
Warrant liability | ||
FPS liability | 3,191,371 | 2,504,214 |
Total Liabilities | $ 3,191,371 | 2,504,214 |
Assets: | ||
Assets held in Trust Account – U.S. government debt securities |
Fair Value Measurements on a _5
Fair Value Measurements on a Recurring Basis (Details) - Schedule of Changes in the Fair Value of Warrant Liability - USD ($) | 3 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | ||
Private Placement Warrants [Member] | |||||
Fair Value Measurements on a Recurring Basis (Details) - Schedule of Changes in the Fair Value of Warrant Liability [Line Items] | |||||
Fair value beginning balance | $ 14,162 | $ 3,780 | $ 44,550 | $ 112,063 | |
Change in valuation inputs or other assumptions | [1] | (7,466) | 10,382 | (9,072) | (67,513) |
Fair value ending balance | 6,696 | 14,162 | 35,478 | 44,550 | |
Public Warrants [Member] | |||||
Fair Value Measurements on a Recurring Basis (Details) - Schedule of Changes in the Fair Value of Warrant Liability [Line Items] | |||||
Fair value beginning balance | 655,625 | 175,000 | 2,062,500 | 5,188,125 | |
Change in valuation inputs or other assumptions | [1] | (345,625) | 480,625 | (420,000) | (3,125,625) |
Fair value ending balance | 310,000 | 655,625 | 1,642,500 | 2,062,500 | |
Warrant Liability [Member] | |||||
Fair Value Measurements on a Recurring Basis (Details) - Schedule of Changes in the Fair Value of Warrant Liability [Line Items] | |||||
Fair value beginning balance | 669,787 | 178,780 | 2,107,050 | 5,300,188 | |
Change in valuation inputs or other assumptions | [1] | (353,091) | 491,007 | (429,072) | (3,193,138) |
Fair value ending balance | 316,696 | 669,787 | 1,677,978 | 2,107,050 | |
FPS Liability [Member] | |||||
Fair Value Measurements on a Recurring Basis (Details) - Schedule of Changes in the Fair Value of Warrant Liability [Line Items] | |||||
Fair value beginning balance | 2,763,872 | 2,504,214 | 1,959,196 | 2,006,525 | |
Change in valuation inputs or other assumptions | [2] | 427,499 | 259,658 | (657,626) | (47,329) |
Fair value ending balance | $ 3,191,371 | $ 2,763,872 | $ 1,301,570 | $ 1,959,196 | |
[1] Changes in valuation inputs or other assumptions are recognized in Changes in fair value of warrant liability in the unaudited condensed consolidated statements of operations. Changes in valuation inputs or other assumptions are recognized in Changes in fair value of FPS liability in the unaudited condensed consolidated statements of operations. |