Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | PLUM ACQUISITION CORP. I |
Document Type | S-4 |
Amendment Flag | false |
Entity Central Index Key | 0001840317 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | E9 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
ASSETS | |||
Cash | $ 92,722 | $ 86,401 | $ 107,224 |
Prepaid expenses | 27,550 | 43,631 | 343,630 |
Total current assets | 120,272 | 130,032 | 450,854 |
Prepaid expenses – non-current | 48,795 | ||
Investments held in Trust Account | 35,096,667 | 323,911,642 | 319,232,602 |
Debt discount | 4,372,334 | ||
TOTAL ASSETS | 39,589,273 | 324,041,674 | 319,732,251 |
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT | |||
Accounts payable and accrued expenses | 3,976,694 | 2,640,756 | 1,055,936 |
Due to related party | 235,000 | 115,000 | |
Subscription liability | 9,191,162 | ||
Total current liabilities | 14,676,822 | 3,875,756 | 1,170,936 |
Warrant liabilities | 758,433 | 379,217 | 9,352,739 |
Deferred underwriting commissions liabilities | 11,172,572 | 11,172,572 | |
TOTAL LIABILITIES | 15,435,255 | 15,427,545 | 21,696,247 |
COMMITMENTS AND CONTINGENCIES | |||
Class A ordinary shares subject to possible Redemption | 35,096,667 | 323,911,642 | |
SHAREHOLDERS’ DEFICIT | |||
Preference shares, Value | |||
Additional paid-in capital | 5,404,501 | ||
Accumulated deficit | (16,347,949) | (15,298,312) | (21,181,135) |
TOTAL SHAREHOLDERS’ DEFICIT | (10,942,649) | (15,297,513) | (21,180,336) |
TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT | 39,589,273 | 324,041,674 | 319,732,251 |
Class A Ordinary Shares | |||
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT | |||
Class A ordinary shares subject to possible Redemption | 323,911,642 | 319,216,340 | |
SHAREHOLDERS’ DEFICIT | |||
Ordinary shares, Value | 799 | ||
Class B Ordinary Shares | |||
SHAREHOLDERS’ DEFICIT | |||
Ordinary shares, Value | 799 | 799 | |
Related Party | |||
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT | |||
Due to related party | 258,966 | 235,000 | |
Convertible promissory note – related party | 1,000,000 | 1,000,000 | |
Promissory Note – related party | $ 250,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Class A ordinary shares subject to possible redemption, shares | 3,255,593 | 31,921,634 | |
Class A ordinary shares subject to possible redemption, redemption value (in Dollars per share) | $ 10.78 | $ 10.15 | |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | |||
Preferred stock shares issued | |||
Class A Ordinary Shares | |||
Class A ordinary shares subject to possible redemption, shares | 3,255,593 | 31,921,634 | 31,921,634 |
Class A ordinary shares subject to possible redemption, redemption value (in Dollars per share) | $ 10.15 | $ 10 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, shares issued | 7,980,409 | 0 | 0 |
Common stock, shares outstanding | 7,980,409 | 0 | 0 |
Class B Ordinary Shares | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Common stock, shares issued | 0 | 7,980,409 | 7,980,409 |
Common stock, shares outstanding | 0 | 7,980,409 | 7,980,409 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Formation and operating expenses | $ 353,372 | $ 633,050 | $ 2,085,609 | $ 2,686,622 | $ 4,074,437 | $ 2,916,919 |
Loss from operations | (353,372) | (633,050) | (2,085,609) | (2,686,622) | (4,074,437) | (2,916,919) |
Other (expense) income: | ||||||
Change in fair value of warrant liabilities | (334,975) | 1,674,871 | (379,216) | 8,499,501 | 8,973,522 | 9,177,618 |
Transaction costs allocated to warrant liabilities | (564,701) | |||||
Gain on expiration of over-allotment option | 881,755 | |||||
Interest income – operating account | 2 | |||||
Termination Fee | 1,000,000 | |||||
Change in fair value of subscription liability | (2,079,310) | 557,645 | ||||
Change in fair value of Forward Purchase Agreement | 308,114 | |||||
Issuance of Forward Purchase Agreement | (308,114) | |||||
Reduction of deferred underwriter fee payable | 328,474 | |||||
Interest Expense – Debt Discount | (2,467,496) | (3,815,529) | ||||
Interest income – trust account | 629,310 | 1,443,471 | 4,344,597 | 1,922,921 | 4,679,040 | 16,262 |
Total other (expense) income | (4,252,471) | 3,118,342 | 1,035,971 | 10,422,422 | 14,652,562 | 9,510,936 |
Net (loss) income | $ (4,605,843) | $ 2,485,292 | $ (1,049,638) | $ 7,735,800 | $ 10,578,125 | $ 6,594,017 |
Class A Ordinary Shares Subject to Possible Redemption | ||||||
Other (expense) income: | ||||||
Weighted average shares outstanding (in Shares) | 4,970,919 | 31,921,634 | 12,083,753 | 31,921,634 | 31,921,634 | 25,840,755 |
Basic net (loss) income per Ordinary Share (in Dollars per share) | $ (0.36) | $ 0.06 | $ (0.05) | $ 0.19 | $ 0.27 | $ 0.2 |
Class A Ordinary Shares | ||||||
Other (expense) income: | ||||||
Weighted average shares outstanding (in Shares) | 1,474,641 | 526,181 | ||||
Basic net (loss) income per Ordinary Share (in Dollars per share) | $ (0.36) | $ (0.05) | ||||
Class B Ordinary Shares | ||||||
Other (expense) income: | ||||||
Weighted average shares outstanding (in Shares) | 6,505,768 | 7,980,409 | 7,454,228 | 7,980,409 | 7,980,409 | 7,830,197 |
Basic net (loss) income per Ordinary Share (in Dollars per share) | $ (0.36) | $ 0.06 | $ (0.05) | $ 0.19 | $ 0.27 | $ 0.2 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class A Ordinary Shares Subject to Possible Redemption | ||||||
Diluted net (loss) income per Ordinary Share | $ (0.36) | $ 0.06 | $ (0.05) | $ 0.19 | $ 0.27 | $ 0.20 |
Class A Ordinary Shares | ||||||
Diluted net (loss) income per Ordinary Share | (0.36) | (0.05) | ||||
Class B Ordinary Shares | ||||||
Diluted net (loss) income per Ordinary Share | $ (0.36) | $ 0.06 | $ (0.05) | $ 0.19 | $ 0.27 | $ 0.20 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Shareholders’ Deficit (Unaudited) - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Jan. 10, 2021 | |||||
Balance (in Shares) at Jan. 10, 2021 | |||||
Class B ordinary shares issued to Sponsor | $ 863 | 24,137 | 25,000 | ||
Class B ordinary shares issued to Sponsor (in Shares) | 8,625,000 | ||||
Forfeit of founder shares | $ (64) | 64 | |||
Forfeit of founder shares (in Shares) | (644,591) | ||||
Initial classification of over-allotment liability | (1,170,000) | (1,170,000) | |||
Partial exercise of over-allotment options | 288,245 | 288,245 | |||
Excess cash received over fair value of Private Placement Warrants | 208,184 | 208,184 | |||
Net Income (loss) | 6,594,017 | 6,594,017 | |||
Remeasurement adjustment of carrying value to Redemption value | 649,370 | (27,775,152) | (27,125,782) | ||
Balance at Dec. 31, 2021 | $ 799 | (21,181,135) | (21,180,336) | ||
Balance (in Shares) at Dec. 31, 2021 | 7,980,409 | ||||
Net Income (loss) | 3,371,079 | 3,371,079 | |||
Balance at Mar. 31, 2022 | $ 799 | (17,810,056) | (17,809,257) | ||
Balance (in Shares) at Mar. 31, 2022 | 7,980,409 | ||||
Balance at Dec. 31, 2021 | $ 799 | (21,181,135) | (21,180,336) | ||
Balance (in Shares) at Dec. 31, 2021 | 7,980,409 | ||||
Net Income (loss) | 7,735,800 | ||||
Balance at Sep. 30, 2022 | $ 799 | (15,384,517) | (15,383,718) | ||
Balance (in Shares) at Sep. 30, 2022 | 7,980,409 | ||||
Balance at Dec. 31, 2021 | $ 799 | (21,181,135) | (21,180,336) | ||
Balance (in Shares) at Dec. 31, 2021 | 7,980,409 | ||||
Remeasurement adjustment of carrying value to Class A ordinary shares to Redemption value | (4,695,302) | (4,695,302) | |||
Net Income (loss) | 10,578,125 | 10,578,125 | |||
Balance at Dec. 31, 2022 | $ 799 | (15,298,312) | (15,297,513) | ||
Balance (in Shares) at Dec. 31, 2022 | 7,980,409 | ||||
Balance at Mar. 31, 2022 | $ 799 | (17,810,056) | (17,809,257) | ||
Balance (in Shares) at Mar. 31, 2022 | 7,980,409 | ||||
Accretion of Class A ordinary shares to Redemption value | (495,712) | (495,712) | |||
Net Income (loss) | 1,879,429 | 1,879,429 | |||
Balance at Jun. 30, 2022 | $ 799 | (16,426,339) | (16,425,540) | ||
Balance (in Shares) at Jun. 30, 2022 | 7,980,409 | ||||
Accretion of Class A ordinary shares to Redemption value | (1,443,470) | (1,443,470) | |||
Net Income (loss) | 2,485,292 | 2,485,292 | |||
Balance at Sep. 30, 2022 | $ 799 | (15,384,517) | (15,383,718) | ||
Balance (in Shares) at Sep. 30, 2022 | 7,980,409 | ||||
Balance at Dec. 31, 2022 | $ 799 | (15,298,312) | (15,297,513) | ||
Balance (in Shares) at Dec. 31, 2022 | 7,980,409 | ||||
Reduction of deferred underwriter fees | 10,844,098 | 10,844,098 | |||
Accretion of Class A ordinary shares to Redemption value | (3,568,966) | (3,568,966) | |||
Net Income (loss) | (712,278) | (712,278) | |||
Balance at Mar. 31, 2023 | $ 799 | 7,275,132 | (16,010,590) | (8,734,659) | |
Balance (in Shares) at Mar. 31, 2023 | 7,980,409 | ||||
Balance at Dec. 31, 2022 | $ 799 | (15,298,312) | (15,297,513) | ||
Balance (in Shares) at Dec. 31, 2022 | 7,980,409 | ||||
Net Income (loss) | (1,049,638) | ||||
Balance at Sep. 30, 2023 | $ 799 | 5,404,501 | (16,347,949) | (10,942,649) | |
Balance (in Shares) at Sep. 30, 2023 | 7,980,409 | ||||
Balance at Mar. 31, 2023 | $ 799 | 7,275,132 | (16,010,590) | (8,734,659) | |
Balance (in Shares) at Mar. 31, 2023 | 7,980,409 | ||||
Accretion of Class A ordinary shares to Redemption value | (786,320) | (786,320) | |||
Net Income (loss) | 4,268,484 | 4,268,484 | |||
Balance at Jun. 30, 2023 | $ 799 | 6,488,812 | (11,742,106) | (5,252,495) | |
Balance (in Shares) at Jun. 30, 2023 | 7,980,409 | ||||
Accretion of Class A ordinary shares to Redemption value | (1,084,311) | (1,084,311) | |||
Conversion of Class B shares to Class A shares | $ 799 | $ (799) | |||
Conversion of Class B shares to Class A shares (in Shares) | 7,980,409 | (7,980,409) | |||
Net Income (loss) | (4,605,843) | (4,605,843) | |||
Balance at Sep. 30, 2023 | $ 799 | $ 5,404,501 | $ (16,347,949) | $ (10,942,649) | |
Balance (in Shares) at Sep. 30, 2023 | 7,980,409 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||||
Net (loss) income | $ (1,049,638) | $ 7,735,800 | $ 10,578,125 | $ 6,594,017 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||
Interest earned on investments held in Trust Account | (4,344,597) | (1,922,921) | (4,679,040) | (16,262) |
Change in fair value of warrant liabilities | 379,216 | (8,499,501) | (8,973,522) | (9,177,618) |
Transaction costs allocated to warrant liabilities | 564,701 | |||
Gain on expiration of over-allotment option | (881,755) | |||
Reduction of deferred underwriter fees | (328,474) | |||
Issuance of Forward Purchase Agreement | 308,114 | |||
Change in fair value of Forward Purchase Agreement | (308,114) | |||
Change in fair value of subscription liability | (557,645) | |||
Interest expense – debt discount | 3,815,529 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expense | 16,081 | 269,998 | 348,794 | (392,425) |
Due to related party | 23,966 | 90,000 | 120,000 | 115,000 |
Accounts payable and accrued expenses | 1,335,939 | 1,578,259 | 1,584,820 | 1,055,936 |
Net cash used in operating activities | (709,623) | (748,365) | (1,020,823) | (2,138,406) |
Cash Flows from Investing Activities: | ||||
Extension payment deposit in Trust | (1,095,000) | |||
Cash withdraw from Trust Account for Redemptions | 294,254,572 | |||
Investments held in Trust | (319,216,340) | |||
Net cash provided by investing activities | 293,159,572 | (319,216,340) | ||
Cash Flows from Financing Activities: | ||||
Proceeds from the subscription liability | 1,560,944 | |||
Redemption from Trust Account for ordinary shares | (294,254,572) | |||
Proceeds from sale of Ordinary Shares to Sponsor | 25,000 | |||
Proceeds from sale of Units, net of offering costs | 312,832,013 | |||
Proceeds from issuance of Private Placement Warrants | 9,384,327 | |||
Payment of offering costs | (779,370) | |||
Proceeds from promissory note – related party | 250,000 | 750,000 | 1,000,000 | |
Net cash (used in) provided by financing activities | (292,443,628) | 750,000 | 1,000,000 | 321,461,970 |
Net Change in Cash | 6,321 | 1,635 | (20,823) | 107,224 |
Cash – Beginning of period | 86,401 | 107,224 | 107,224 | |
Cash – End of period | 92,722 | 108,859 | 86,401 | 107,224 |
Non-Cash investing and financing activities: | ||||
Subsequent measurement of Class A ordinary shares to Redemption amount | 4,695,302 | 27,125,782 | ||
Deferred underwriting commissions payable charged to additional paid in capital | 11,172,572 | |||
Forfeiture of founder shares | $ 64 | |||
Accretion of Class A ordinary shares subject to possible redemption | $ 5,439,596 | $ 1,939,182 |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization and Business Operations [Abstract] | ||
ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS Plum Acquisition Corp. I (the “ Company Plum Business Combination Company of September 30, 2023, the Company had not commenced any operations. All activity for the period from January 11, 2021 (inception) through September 30, 2023 relates to the Company’s formation and the Initial Public Offering (the “ Initial Public Offering -operating The Company’s Sponsor is Plum Partners, LLC, a Delaware limited liability company (the “ Sponsor Effective Date Units Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 Warrants (the “ Private Placement Warrants The Company granted the underwriter a 45 -day -allotments The underwriter partially exercised the over -allotment A total of $19,216,340 was placed in a U.S. -based -allotment Following the closing of the Public Offering on March 18, 2021 and the partial exercise of the underwriter’s over -allotment Trust Account -7 Warrants will not be released from the Trust Account (1) to the Company, until the completion of our initial Business Combination, or (2) to the Public Shareholders, until the earliest of (i) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (ii) the Redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of its Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete its initial Business Combination within 27 months from the closing of the Initial Public Offering (or up to 36 months from the closing of our Initial Public Offering if we extend the period of time to consummate a business combination) (the “ Combination Period The Company will provide shareholders (the “ Public Shareholders Public Shares -share -outstanding These Public Shares have been classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“ FASB ASC The Company will have to December 18, 2023, or until June 18, 2024, if elected to extend the Termination Date up to nine times by an additional one month each time, to complete an initial Business Combination. However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share -outstanding of the Company’s remaining shareholders and its board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Extraordinary General Meeting and Redemption of Shares On March 15, 2023, Plum held an extraordinary general meeting of its Shareholders (1) to amend Plum’s amended and restated memorandum and articles of association (the “ Articles Termination Date Articles Extension Original Termination Date Articles Extension Date Extension Amendment Proposal -1 Redemption Limitation Redemption Limitation Amendment Proposal In connection with the vote to approve the Extension Amendment Proposal, the holders of 26,693,416 Class A ordinary shares properly exercised their right to redeem their shares for cash at a Redemption price of $10.23 per share, for an aggregate Redemption amount of $273,112,311.62. The Sponsor, officers and directors have agreed to (i) waive their Redemption rights with respect to their Founder Shares, (ii) waive their Redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete our initial Business Combination within the Combination Period or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate an initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete its initial Business Combination within the prescribed time frame) and (iv) vote their Founder Shares and Public Shares in favor of our initial Business Combination. On September 13, 2023, Plum held an extraordinary general meeting of its Shareholders (“ September Shareholder Meeting Second Articles Extension Date such date (the “ Second Extension Amendment Proposal Trust Reduction -share -outstanding Trust Reduction Proposal In connection with the vote to approve the Second Extension Amendment Proposal, (i) the Sponsor, as the sole holder of Class B ordinary shares, voluntarily elected to convert all Class B ordinary shares to Class A ordinary shares on a one -for-one Class B Conversion Redemption Liquidity, Capital Resources, and Going Concern The Company’s liquidity needs up to March 18, 2021 had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the Founder Shares. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors, and third parties have committed to provide the Company Working Capital Loans (see Note 5). As of September 30, 2023 and December 31, 2022, the Company had $1,000,000 outstanding under Working Capital Loans. As of September 30, 2023, the Company had $92,722 in its operating bank account and a working capital deficit of $14,556,550. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205 -40 -Going Further, management has determined that if the Company is unable to complete a Business Combination by December 18, 2023 or by June 18, 2024 if the Board of Directors adopts resolutions, upon request of the Sponsor, to extend the Termination Date up to nine times by an additional one month each time (the “ Combination Period | NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS Plum Acquisition Corp. I (the “ Company Plum Business Combination As of December 31, 2022, the Company had not commenced any operations. All activity for the period from January 11, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the Initial Public Offering (the “ Initial Public Offering -operating The Company’s Sponsor is Plum Partners, LLC, a Delaware limited liability company (the “ Sponsor Effective Date Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “ Private Placement Warrants The Company granted the underwriter a 45 -day -allotments The underwriter partially exercised the over -allotment A total of $19,216,340 was placed in a U.S. -based -allotment Following the closing of the Public Offering on March 18, 2021 and the partial exercise of the underwriter’s over -allotment Trust Account -7 Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (ii) the Redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of its Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete its initial Business Combination within 27 months from the closing of the Initial Public Offering (or up to 36 months from the closing of our Initial Public Offering if we extend the period of time to consummate a business combination) (the “ Combination Period The Company will provide shareholders (the “ Public Shareholders Public Shares -share two -outstanding These Public Shares have been classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“ FASB ASC The Company will have to June 18, 2023, or until March 18, 2024, if elected to extend the Termination Date up to nine times by an additional one month each time, to complete an initial Business Combination. However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten -share -outstanding The Sponsor, officers and directors have agreed to (i) waive their Redemption rights with respect to their Founder Shares, (ii) waive their Redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete our initial Business Combination within the Combination Period or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate an initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete its initial Business Combination within the prescribed time frame) and (iv) vote their Founder Shares and Public Shares in favor of our initial Business Combination. Liquidity, Capital Resources, and Going Concern The Company’s liquidity needs up to March 18, 2021 had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the Founder Shares. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors, and third parties have committed to provide the Company Working Capital Loans (see Note 5). As of December 31, 2022, the Company had $1,000,000 outstanding under Working Capital Loans. As of December 31, 2022, the Company had $86,401 in its operating bank account and a working capital deficit of $3,745,724. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205 -40 Further, management has determined that if the Company is unable to complete a Business Combination by June 18, 2023 or by March 18, 2024 if the Board of Directors adopts resolutions, upon request of the Sponsor, to extend the Termination Date up to nine times by an additional one month each time (the “ Combination Period Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies [Abstract] | ||
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP -Q -X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K The accompanying unaudited condensed consolidated financial statements of the Company include its wholly owned subsidiaries in connection with the initial Business Combination, namely Plum SPAC I Merger Sub, Inc., a Delaware corporation (“Merger Sub I”), and Plum SPAC 2 Merger Sub, LLC, a Delaware limited liability company (“Merger Sub II”). All inter -company Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Merger Sub I and Merger Sub II. There has been no intercompany activity since inception. 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 -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed 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 subscription and forward purchase agreements and warrants liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments Held in Trust Account At September 30, 2023 and December 31, 2022, funds held in the Trust Account include $35,096,667 and $323,911,642, respectively, of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). The Company classifies its money market fund as trading securities in accordance with ASC 320 “Investments — Debt and Equity Securities.” Convertible Promissory Note The Company accounts for its convertible promissory note under ASC 815, “Derivatives and Hedging” (“ ASC 815 -15-25 ASC 825 -cash Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible Redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory Redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features Redemption rights that are either within the control of the holder or subject to Redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares features certain Redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible Redemption are presented at Redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheets. As of September 30, 2023 and December 31, 2022, the ordinary shares subject to possible Redemption reflected on the consolidated balance sheets are reconciled in the following table: Ordinary Shares subject to possible Redemption, December 31, 2022 $ 323,911,642 Less: Redemptions of Ordinary Shares (294,254,572 ) Plus: Accretion adjustment of carrying value to Redemption value 5,439,597 Ordinary Shares subject to possible Redemption, September 30, 2023 $ 35,096,667 Offering Costs The Company complies with the requirements of ASC 340 -10-S99-1 SAB Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, (excluding the promissory note and Warrants) which qualify as financial instruments under the Financial Accounting Standards Board (“ FASB Warrant Liabilities The Company accounts for the Warrants as either equity -classified -classified ASC Distinguishing Liabilities from Equity ASC 480 ASC 815 -in meet all the criteria for equity classification, liability -classified -cash The Company accounts for the Public Warrants and Private Placement Warrants in accordance with guidance contained in ASC 815 -40 Forward Purchase Agreement The Company evaluated the forward purchase agreement (“ FPA ASC 815 -assessed -measurement On June 15, 2023, the Company received a termination notice (the “ Notice Sakuu Subscription Agreement On March 16, 2023, the Company entered into a subscription agreement (the “ Subscription Agreement -Strategy Investor Parties Investor’s Capital Commitment Subscription Shares -Up On July 14, 2023, the Company entered into an amended and restated subscription agreement (“ A&R Subscription Agreement On July 25, 2023, the Company entered into a second subscription agreement (“ Second Subscription Agreement Subscription Shares -Up The Company recorded the fair value of the subscription liability on the consolidated balance sheets and the related expense on its consolidated statements of operations. The initial fair value of the subscription liability was estimated using a probability weighted expected return model (Note 7). Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ ASC 820 The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheets. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, and promissory note to related parties are estimated to approximate the carrying values as of September 30, 2023 and December 31, 2022 due to the short maturities of such instruments. See Note 7 for additional information on assets and liabilities measured at fair value. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net (Loss) Income Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The potential 12,640,544 Ordinary Shares for outstanding Warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three and nine months ended September 30, 2023 and 2022 because the Warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net (loss) income per Ordinary Share is the same as basic net (loss) income per Ordinary Share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of ordinary share: For the three months ended For the nine months ended Class A Class A Class B Class A Class A Class B Numerator Allocation of net loss $ (1,767,793 ) $ (524,423 ) $ (2,313,627 ) $ (632,150 ) $ (27,527 ) $ (389,961 ) Denominator Weighted Average Shares Outstanding including common stock subject to Redemption 4,970,919 1,474,641 6,505,768 12,083,753 526,181 7,454,228 Basic and diluted net (loss) income per shares $ (0.36 ) $ (0.36 ) $ (0.36 ) $ (0.05 ) $ (0.05 ) $ (0.05 ) Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“ GAAP SEC 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 -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments Held in Trust Account At December 31, 2022 and 2021, funds held in the Trust Account include $323,911,642 and $319,232,602, respectively, of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). The Company classifies its money market fund as trading securities in accordance with ASC 320 “Investments — Debt and Equity Securities.” Convertible Promissory Note The Company accounts for its convertible promissory note under ASC 815, “Derivatives and Hedging” (“ ASC 815 -15-25 ASC 825 -cash Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible Redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory Redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features Redemption rights that are either within the control of the holder or subject to Redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares features certain Redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible Redemption are presented at Redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. As of December 31, 2022 and 2021, the Ordinary Shares subject to possible Redemption reflected on the balance sheets are reconciled in the following table: Gross proceeds from Initial Public Offering $ 319,216,340 Less: Proceeds allocated to Public Warrants (9,354,214 ) Ordinary Share issuance costs (17,771,568 ) Plus: Remeasurement adjustment of carrying value to Redemption value 27,125,782 Ordinary Shares subject to possible Redemption, December 31, 2021 319,216,340 Plus: Remeasurement adjustment of carrying value to Redemption value 4,695,302 Ordinary Shares subject to possible Redemption, December 31, 2022 $ 323,911,642 Offering Costs The Company complies with the requirements of ASC 340 -10-S99-1 SAB Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, (excluding the promissory note and Warrants) which qualify as financial instruments under the Financial Accounting Standards Board (“ FASB Warrant Liabilities The Company accounts for the Warrants as either equity -classified -classified FASB ASC 480 ASC 815 -in -classified -cash The Company accounts for the Public Warrants and Private Placement Warrants in accordance with guidance contained in ASC 815 -40 Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, and promissory note to related parties are estimated to approximate the carrying values as of December 31, 2022 and 2021 due to the short maturities of such instruments. See Note 7 for additional information on assets and liabilities measured at fair value. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022 and 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income per Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The potential 12,640,544 Ordinary Shares for outstanding Warrants to purchase the Company’s shares were excluded from diluted earnings per share for the year ended December 31, 2022 and for the period from January 11, 2021 (inception) through December 31, 2021 because the Warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per Ordinary Share is the same as basic net income per Ordinary Share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share: For the Year Ended For the Period from Class A Class B Class A Class B Numerator Allocation of net income $ 8,462,500 $ 2,115,625 $ 5,060,575 $ 1,533,442 Denominator Weighted average shares outstanding 31,921,634 7,980,409 25,840,755 7,830,197 Basic and diluted net income per share $ 0.27 $ 0.27 $ 0.20 $ 0.20 Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering [Abstract] | ||
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING On March 18, 2021, the Company sold 30,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, and one -fifth On April 14, 2021, the Company sold an additional 1,921,634 Units at a purchase price of $10.00 per Unit, each consisting of one Class A ordinary share and one -fifth All of the 31,921,634 Class A ordinary share sold as part of the Units in the Initial Public Offering contain a Redemption feature which allows for the Redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 The Class A ordinary share is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 -in | NOTE 3 — INITIAL PUBLIC OFFERING On March 18, 2021, the Company sold 30,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, and one -fifth On April 14, 2021, the Company sold an additional 1,921,634 Units at a purchase price of $10.00 per Unit, each consisting of one Class A ordinary share and one -fifth All of the 31,921,634 Class A ordinary share sold as part of the Units in the Initial Public Offering contain a Redemption feature which allows for the Redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 The Class A ordinary share is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 Redemption date of the instrument or to recognize changes in the Redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the Redemption value at the end of each reporting period. The Company recognizes changes in Redemption value immediately as they occur. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to Redemption amount value. The change in the carrying value of redeemable Ordinary Shares resulted in charges against additional paid -in |
Private Placements
Private Placements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Private Placements [Abstract] | ||
PRIVATE PLACEMENTS | NOTE 4 — PRIVATE PLACEMENTS Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $9,000,000, in a private placement. Simultaneously with the issuance and sale of the Units on April 14, 2021, the Company consummated the private placement with the Sponsor for an aggregate of 256,218 Warrants to purchase Class A ordinary shares for $1.50 per warrant generating total proceeds of $384,327. A portion of the proceeds from the private placements were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the Redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants sold as part of the Units in the Initial Public Offering. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination (except pursuant to limited exceptions to the Company’s officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants) and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all Redemption scenarios and exercisable by the holders on the same basis as the Public Warrants included in the Units sold in the Initial Public Offering. | NOTE 4 — PRIVATE PLACEMENTS Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $9,000,000, in a private placement. Simultaneously with the issuance and sale of the Units on April 14, 2021, the Company consummated the private placement with the Sponsor for an aggregate of 256,218 Private Placement Warrants to purchase Class A ordinary shares for $1.50 per warrant generating total proceeds of $384,327. A portion of the proceeds from the private placements were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the Redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants sold as part of the Units in the Initial Public Offering. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination (except pursuant to limited exceptions to the Company’s officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants) and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all Redemption scenarios and exercisable by the holders on the same basis as the Public Warrants included in the Units sold in the Initial Public Offering. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On January 13, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 8,625,000 Class B ordinary shares, par value $0.0001 per share (the “ Founder Shares -allotment -allotment -allotment The Sponsor and the Company’s directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares until earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Lock -up Promissory Note — Related Party On January 13, 2021, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note. This loan is non -interest On March 16, 2023, Plum issued an unsecured promissory note in the total principal amount of up to $250,000 (the “ Promissory Note Working Capital Loans In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, and third parties have committed to loan the Company funds as may be required (“ Working Capital Loans On January 31, 2022, the Company issued an unsecured promissory note (the “ Note Payee not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the Payee shall have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into Private Placement Warrants (as defined in that certain Warrant Agreement, dated March 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company), at a price of $1.50 per Private Placement Warrant. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. On July 11, 2022, the Company issued an unsecured promissory note (the “ Second Note Second Payee The Note and Second Note are reported at cost in the unaudited condensed consolidated financial statements as the fair value adjustment associated with the conversion is deemed to be immaterial. In connection with the Subscription Agreements (as described below), the Company issued unsecured promissory notes (“ Convertible Promissory Notes Subscription Agreement On March 16, 2023, the Sponsor entered into a Subscription Agreement with Investor, pursuant to which Investor agreed to pay the Sponsor an aggregate of $480,000 to fund the Company’s working capital requirements during the Articles Extension and the Sponsor agreed to assign to Investor, effective as of the Closing Date or the earlier termination of the Business Combination Agreement in accordance with its terms or otherwise, an aggregate of 360,000 Founder Shares. Investor paid $480,000 to the Sponsor on March 17, 2023. Subsequently, on May 23, 2023, Investor agreed to pay the Sponsor an aggregate of $270,000 to fund the Company’s working capital requirements during the Articles Extension and the Sponsor agreed to assign to Investor, effective as of the Closing Date or the earlier termination of the Business Combination Agreement in accordance with its terms or otherwise, an aggregate of 202,500 Founder Shares. Investor paid $270,000 to the Sponsor on May 23, 2023. On July 14, 2023, the Company entered into an amended and restated subscription agreement (“ A&R Subscription Agreement -Strategy Investor Sponsor Parties On July 25, 2023, the Company entered into a second subscription agreement (“ Second Subscription Agreement Subscription Shares Subsequently, Investor agreed to pay the Sponsor an aggregate of $910,000 to fund the Company’s working capital requirements during the Articles Extension and the Sponsor agreed to assign to Investor, effective as of the Closing Date or the earlier termination of the Business Combination Agreement in accordance with its terms or otherwise, an aggregate of 1,432,500 Founder Shares. The Sponsor subsequently advanced these funds to the Company for working capital purposes during the Articles Extension. Administrative Support Agreement The Company will pay the Sponsor or an affiliate of the Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the management team. Upon completion of the initial Business Combination or its liquidation, the Company will cease paying these monthly fees. In addition, the Company reimburses the Sponsor for the reasonable costs of salaries and other services provided to the Company by the employees, consultants and or members of the Sponsor or its affiliates. For the three and nine months ended September 30, 2023 and 2022, the Company incurred $30,000 and $90,000, respectively, in fees for office space, secretarial and administrative services, of which such amounts are included in the due to related party in the accompanying consolidated balance sheets. For the three and nine months ended September 30, 2023, the Company incurred $13,606 and $201,488, in fees for reimbursement of costs of salaries, respectively. For the three and nine months ended September 30, 2022, the Company incurred $134,755 and $443,934, in fees for reimbursement of costs of salaries, respectively. | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On January 13, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 8,625,000 Class B ordinary shares, par value $0.0001 per share (the “ Founder Shares -allotment -allotment -allotment The Sponsor and the Company’s directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares until earliest of (A) one -trading their Ordinary Shares for cash, securities or other property (the “ Lock -up Promissory Note — Related Party On January 13, 2021, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note. This loan is non -interest Working Capital Loans In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, and third parties have committed to loan the Company funds as may be required (“ Working Capital Loans On January 31, 2022, the Company issued an unsecured promissory note (the “ Note Payee On July 11, 2022, the Company issued an unsecured promissory note (the “ Second Note Second Payee The Note and Second Note are reported at cost in the financial statements as the fair value adjustment associated with the conversion is deemed to be immaterial. As of December 31, 2022, the Company had $1,000,000 borrowings under the Note and Second Note. On March 16, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $250,000 (the “ Promissory Note Administrative Support Agreement The Company will pay the Sponsor or an affiliate of the Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the management team. Upon completion of the initial Business Combination or its liquidation, the Company will cease paying these monthly fees. In addition, the Company reimburses the Sponsor for the reasonable costs of salaries and other services provided to the Company by the employees, consultants and or members of the Sponsor or its affiliates. For the year ended December 31, 2022, the Company incurred $120,000, in fees for office space, secretarial and administrative services, respectively, of which such amounts are included in the due to related party in the accompanying balance sheets and incurred $549,198 for reimbursement of costs of salaries and other services. For the period from January 11, 2021 through December 31, 2021, the Company incurred $851,053 in fees for these services, of which $736,053 was for reimbursement of costs of salaries and other services and $115,000 was for office space, secretarial and administrative services. |
Warrants
Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Warrants [Abstract] | ||
WARRANTS | NOTE 6 — WARRANTS The Public Warrants will become exercisable at $11.50 per share, subject to adjustment, at any time commencing 30 days after the completion of the initial Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The Warrants will expire five The Company has agreed that as soon as practicable, but in no event later than twenty (20) business days after the closing of the initial Business Combination, it will use commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within sixty (60) business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the Warrants expire or are redeemed, as specified in the Warrant Agreement, provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the Warrants is not effective by the 60 th In no event will the Company be required to net cash settle any Warrant. In the event that a registration statement is not effective for the exercised Warrants, the purchaser of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the Class A ordinary share underlying such Unit. Redemption of Public Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants: • • • • -trading Redemption of Public Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants: • • • -trading • -trading In addition, if (x) the Company issues additional Class A ordinary shares or equity -linked Newly Issued Price Market Value | NOTE 6 — WARRANTS The Public Warrants will become exercisable at $11.50 per share, subject to adjustment, at any time commencing 30 days after the completion of the initial Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis under the circumstances specified in the Warrant Agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The Public Warrants will expire five The Company has agreed that as soon as practicable, but in no event later than twenty or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants is not effective by the 60 th In no event will the Company be required to net cash settle any Warrant. In the event that a registration statement is not effective for the exercised Public Warrants, the purchaser of a Unit containing such a Public Warrant will have paid the full purchase price for the Unit solely for the Class A ordinary share underlying such Unit. Redemption of Public Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants: • • • • -trading Redemption of Public Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants: • • • -trading • -trading In addition, if (x) the Company issues additional Class A ordinary shares or equity -linked Newly Issued Price Market Value |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Recurring Fair Value Measurements [Abstract] | ||
RECURRING FAIR VALUE MEASUREMENTS | NOTE 7 — RECURRING FAIR VALUE MEASUREMENTS Investments Held in Trust Account As of September 30, 2023 and December 31, 2022, the investments in the Company’s Trust Account consisted of $35.1 million and $323.9 million in U.S. Money Market funds, respectively. The Company considers all investments with original maturities of more than three -term Fair values of the Company’s investments are classified as Level 1 utilizing quoted prices (unadjusted) in active markets for identical assets. Recurring Fair Value Measurements The Company’s permitted investments consist of U.S. Money Market funds. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s initial value of the warrant liability was based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets and classified as level 3. The subsequent measurement of the Public Warrants is classified as Level 1 due to the use of an observable market price of these warrants. The subsequent measurement of the Private Placement Warrants is classified as Level 2 because these warrants are economically equivalent to the Public Warrants, based on the terms of the Private Placement Warrant agreement, and as such their value is principally derived by the value of the Public Warrants. Significant deviations from these estimates and inputs could result in a material change in fair value. For the three and nine months ended September 30, 2023, there were no transfers amongst level The fair value of the subscription liability was $9,191,162 as of September 30, 2023. The initial fair value of the subscription liability was estimated using a probability weighted expected return model. The subscription liability is considered to be a Level 3 financial instrument. The debt discount is being amortized to interest expense as a non -cash The FPA liability is measured at fair value using a probability weighted expected return model based on future projections of various potential outcomes. The FPA liability is considered to be a Level 3 financial instrument. On June 15, 2023, the Company received a termination notice from Sakuu, that terminated, effective June 14, 2023, the Business Combination Agreement, dated March 2, 2023. In light of the termination of the Business Combination Agreement, the FPA was also terminated. As of September 30, 2023 and December 31, 2022 there was no FPA liability outstanding. The conversion feature of the Convertible Promissory Notes is measured at fair value using a Monte Carlo model that fair values the compound option. The fair value of the conversion feature of the Convertible Promissory Notes was $0 as of September 30, 2023. The following table presents fair value information as of September 30, 2023 and December 31, 2022, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. September 30, 2023 Total Level 1 Level 2 Level 3 Assets Investments held in Trust Account – U.S. Money Market $ 35,096,667 $ 35,096,667 $ — $ — Liabilities Public Warrant liability 383,060 383,060 — — Private Placement Warrant liability 375,373 — 375,373 — Subscription liability 9,191,162 — — 9,191,162 Sponsor loan conversion option — — — — Total $ 9,949,595 $ 383,060 $ 375,373 $ 9,191,162 December 31, 2022 Total Level 1 Level 2 Level 3 Assets Investments held in Trust Account – U.S. Money Market $ 323,911,642 $ 323,911,642 $ — $ — Liabilities Public Warrant liability 191,529 191,529 — — Private Placement Warrant liability 187,687 — 187,687 — Total $ 379,216 $ 191,529 $ 187,687 $ — If and when the Warrants become redeemable by the Company, the Company may exercise its Redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Forward Purchase Agreement Liability The estimated fair value of the FPA liability on March 1, 2023 (initial measurement) is determined using Level 3 inputs. The expected term was based on management assumptions regarding the timing and likelihood of completing a business combination. The FPA liability is discounted to net present values using risk free rates. Discount rates were based on current risk -free On June 15, 2023, the Company received a termination notice from Sakuu, that terminated, effective June 14, 2023, the Business Combination Agreement, dated March 2, 2023. In light of the termination of the Business Combination Agreement, the FPA was also terminated. As of September 30, 2023 and December 31, 2022 there was no FPA liability outstanding. The following table presents the changes in the fair value of the forward purchase agreement (“ FPA FPA Fair value as of January 1, 2023 $ — Issuance of FPA liability 308,114 Change in fair value 325,091 Fair value as of March 31, 2023 $ 633,205 Change in fair value (633,205 ) Fair value as of June 30, 2023 and September 30, 2023 $ — The changes in the fair value of the forward purchase agreement liability for the three and nine month ended September 30, 2023 are $0 and $308,114, respectively. Subscription Liability The estimated fair value of the subscription liability on March 17, 2023 (initial measurement), May 23, 2023, July 14, 2023 and July 25, 2023 are determined using Level 3 inputs. The expected term was based on management assumptions regarding the timing and likelihood of completing a business combination. Management also estimated whether a business combination would be completed. The subscription liability is discounted to net present values using risk free rates. Discount rates were based on current risk -free The key inputs into the present value model for the commitment fee shares liability were as follows: March 17, May 23, July 14, July 25, September 30, Restricted term 1.12 1.04 1.21 1.18 1.00 Risk free rate 4.60 % 5.03 % 5.21 % 5.28 % 5.46 % Volatility 7.79 % 7.12 % 2.45 % 2.07 % 2.32 % Stock price $ 10.22 $ 10.45 $ 10.53 $ 10.59 $ 10.63 Strike price $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00 Term of debt conversion 0.62 0.54 0.71 0.68 0.50 Probability of business combination 80 % 60 % 60 % 60 % 60 % The following table presents the changes in the fair value of the subscription purchase agreement (“ SPA SPA Fair value as of December 31, 2022 $ — Issuance of subscription liability 3,202,222 Change in fair value 18,277 Fair value as of March 31, 2023 $ 3,220,499 Change in fair value (2,655,232 ) Fair value as of June 30, 2023 $ 1,946,467 Issuance of subscription liability 5,165,385 Change in fair value 2,079,310 Fair value as of September 30, 2023 $ 9,191,162 The changes in the fair value of the subscription purchase agreement liability for the three and nine months ended September 30, 2023 are ($2,079,310) and $557,645, respectively. | NOTE 7 — RECURRING FAIR VALUE MEASUREMENTS Investments Held in Trust Account As of December 31, 2022 and 2021, the investments in the Company’s Trust Account consisted of $323.9 million and $319.2 million in U.S. Money Market funds, respectively. The Company considers all investments with original maturities of more than three -term Fair values of the Company’s investments are classified as Level 1 utilizing quoted prices (unadjusted) in active markets for identical assets. Recurring Fair Value Measurements The Company’s permitted investments consist of U.S. Money Market funds. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s initial value of the warrant liability was based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets and classified as level 3. The subsequent measurement of the Public Warrants is classified as Level 1 due to the use of an observable market price of these warrants. The subsequent measurement of the Private Placement Warrants is classified as Level 2 because these warrants are economically equivalent to the Public Warrants, based on the terms of the Private Placement Warrant agreement, and as such their value is principally derived by the value of the Public Warrants. Significant deviations from these estimates and inputs could result in a material change in fair value. At December 31, 2021, the Company reclassified the Public Warrants and Private Placement Warrants from Level 3 to Level 1 and Level 2, respectively. The fair value of the sponsor loan conversion option was $0 as of December 31, 2022. During the year ended December 31, 2022, the Public Warrant trading price was deeply below the conversion price making the call option on warrants embedded in the convertible note have de minis value. There was no change in fair value or transfers in or out of Level 3 from other levels in the fair value hierarchy during the year ended December 31, 2022. The overallotment liability is measured at fair value using the Black Scholes Option Pricing Model with significant unobservable inputs. The fair value is based on the share price of the underlying shares and a number of assumptions, including expected volatility, expected life, risk -free The following table presents fair value information as of December 31, 2022 and 2021, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, 2022 Total Level 1 Level 2 Level 3 Assets Investments held in Trust Account – U.S. Money Market $ 323,911,642 $ 323,911,642 $ — $ — Liabilities Sponsor Loan Conversion Option — — — — Public Warrant liability 191,529 191,529 — — Private Placement Warrant liability 187,687 — 187,687 — Total $ 379,216 $ 191,529 $ 187,687 $ — December 31, 2021 Total Level 1 Level 2 Level 3 Assets Investments held in Trust Account – U.S. Money Market $ 319,232,602 $ 319,232,602 $ — $ — Liabilities Public Warrant liability 4,723,763 4,723,763 — — Private Placement Warrant liability 4,628,976 — 4,628,976 — Total $ 9,352,739 $ 4,723,763 $ 4,628,976 $ — If and when the Public Warrants become redeemable by the Company, the Company may exercise its Redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Measurement The following table provides a reconciliation of changes in the Level 3 fair value classification: Fair value at January 11, 2021 $ — Issuance due to Initial Public Offering at March 18, 2021 17,640,000 Issuance of over-allotment option 1,170,000 Issuance of overallotment warrant placements (public and private) 890,357 Partial exercise of over-allotment option (288,245 ) Reclassification of Private Placement Warrants to Level 2 (1) (7,405,819 ) Reclassification of Public Warrants to Level 1 (1) (7,257,213 ) Expiration of over-allotment option (567,241 ) Change in fair value (4,181,839 ) Fair Value at December 31, 2021 $ — (1) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 8 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy -back -up Underwriting Agreement The Company granted the underwriter a 45 -day -allotments -allotment On March 18, 2021, the Company paid the underwriter’s fee of $6,000,000 upon the closing of the Initial Public Offering. Upon partial exercise of the over -allotment In addition, the Underwriting Agreement provides $11,172,572 to be payable to the underwriter for deferred underwriting commissions. However, the underwriter, Goldman Sachs, waived any entitlement it has to such commissions under the Underwriting Agreement. Waiver of Deferred Underwriting Discount On January 16, 2023, Goldman Sachs, the underwriter of the Company’s Initial Public Offering, waived any entitlement it had to its deferred underwriting discount in the amount of $11,172,572. In doing so, Goldman Sachs did not forfeit or waive any claim or right it otherwise has under the Underwriting Agreement dated March 15, 2021. Service Provider Agreements From time to time the Company has entered into and may enter into agreements with various services providers and advisors, including investment banks, to help us identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services. In connection with these agreements, the Company may be required to pay such service providers and advisors fees in connection with their services to the extent that certain conditions, including the closing of a potential Business Combination, are met. If a Business Combination does not occur, the Company would not expect to be required to pay these contingent fees. There can be no assurance that the Company will complete a Business Combination. Business Combination Agreement On March 2, 2023, the Company entered into a Business Combination Agreement (as may be amended, supplemented, or otherwise modified from time to time and including the transactions contemplated thereby, collectively, the “ Business Combination Agreement Sakuu Subscription Agreement As disclosed in the definitive proxy statement filed by the Company on February 24, 2023 (the “ Proxy Statement Shareholder Meeting -party Lender Public Share Redemption -interest In addition, in the event that the Company has not consummated an initial business combination by the Articles Extension Date, without approval of the Company’s Public Shareholders, the Company may, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to nine times, each by one additional month (for a total of up to nine additional months to complete a Business Combination), provided that the Lender will deposit into the Trust Account for each such monthly extension, the lesser of (A) $160,000 or (B) $0.04 for each Public Share remaining after the Redemption, in exchange for a non -interest Accordingly, on March 16, 2023, the Company entered into a subscription agreement (“ Subscription Agreement -Strategy Investor Parties Investor’s Capital Commitment (a) Drawdown Request Capital Notice Capital Call (b) Subscription Shares Business Combination Closing -Up Letter Agreement -up (c) Sponsor Capital Contribution (d) Business Combination Payment (e) On July 14, 2023, the Company entered into an amended and restated subscription agreement (“ A&R Subscription Agreement Parties Investor’s Capital Commitment (a) Drawdown Request Capital Notice Capital Call (b) Subscription Shares Business Combination Closing -Up Letter Agreement -up (c) Sponsor Capital Contribution (d) Business Combination Payment (e) (f) On July 25, 2023, the Company entered into a subscription agreement (“ Second Subscription Agreement Parties Investor’s Capital Commitment (a) Drawdown Request Capital Notice Capital Call (b) Subscription Shares Business Combination Closing -Up Letter Agreement -up (c) Sponsor Capital Contribution (d) Business Combination Payment (e) In connection with the Second Subscription Agreement, the Company issued an unsecured promissory note, dated as of July 25, 2023, in the principal amount of up to $1,090,000 to Sponsor, which may be drawn down by the Company from time to time prior to the consummation of the Company’s Business Combination. As noted, an initial draw in the amount of $750,000 occurred on July 25, 2023. The note does not bear interest, matures on the date of consummation of the Business Combination and is subject to customary events of default. The note will be repaid only to the extent that the Company has funds available to it outside of its trust account established in connection with its Initial Public Offering and is convertible into Private Placement Warrants of the Company at a price of $1.50 per warrant at the option of the Sponsor. On July 14, 2023 and August 16, 2023, the board of directors of the Company elected to extend the date by which the Company must complete an initial business combination, on each occasion by one month, from July 18, 2023 to September 18, 2023. As a result, the Sponsor deposited $160,000 into the Trust Account on each occasion. On September 15, 2023, the Company made a deposit of $135,000 to the trust account and extended the period of time the Company has to consummate an initial business combination from September 18, 2023 to December 18, 2023. Forward Purchase Agreement Prior to the execution of the Business Combination Agreement, the Company and Polar Multi -Strategy Polar Forward Purchase Agreement FPA Shares Polar has agreed to waive any Redemption rights with respect to any FPA Shares and separate shares in connection with the Business Combination. The Forward Purchase Agreement provides that at Closing, the Company will pay to Polar, out of funds held in Trust Account, an amount equal to the sum of (x) the Public Shares (as defined in the Forward Purchase Agreement) multiplied by the Redemption Price (as defined in the Amended and Restated Certificate of Incorporation), and (y) the proceeds of the Private Shares (as defined in the Forward Purchase Agreement) purchased by Polar (collectively, such amount, the “ Prepayment Amount At the maturity of the Forward Purchase Agreement, which will be one year from the Closing unless accelerated or deferred (but up to two years) by Polar, the Company will repurchase the Public and Private Shares then held by Polar for a price equal to the Redemption Price plus $0.60 (which amount will be increased by another $0.60 per year for each year by which the maturity is deferred by Polar). The Prepayment Amount will be credited against this repurchase price. Prior to maturity, if Polar sells these shares for over $10.00 per share, it will repay $10.00 per share to Plum. On June 15, 2023, the Company received a termination notice from Sakuu, that terminated, effective June 14, 2023, the Business Combination Agreement, dated March 2, 2023. In light of the termination of the Business Combination Agreement, the FPA was also terminated. Release Agreement On October 31, 2022, the Company entered into a termination agreement with a potential party to a business combination (“ Target -Binding Term Sheet | NOTE 8 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy -back -up Underwriting Agreement The Company granted the underwriter a 45 -day -allotments -allotment On March 18, 2021, the Company paid the underwriter’s fee of $6,000,000 upon the closing of the Initial Public Offering. Upon partial exercise of the over -allotment In addition, the Underwriting Agreement provides $11,172,572 to be payable to the underwriter for deferred underwriting commissions. However, as discussed in Note 10, Subsequent Events, herein, the underwriter, Goldman Sachs, waived any entitlement it has to such commissions under the Underwriting Agreement. Service Provider Agreements From time to time the Company has entered into and may enter into agreements with various services providers and advisors, including investment banks, to help us identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services. In connection with these agreements, the Company may be required to pay such service providers and advisors fees in connection with their services to the extent that certain conditions, including the closing of a potential Business Combination, are met. If a Business Combination does not occur, the Company would not expect to be required to pay these contingent fees. There can be no assurance that the Company will complete a Business Combination. Release Agreement On October 31, 2022, the Company entered into a termination agreement with a potential party to a business combination (“ Target -Binding Term Sheet |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Shareholders' Deficit [Abstract] | ||
SHAREHOLDERS’ DEFICIT | NOTE 9 — SHAREHOLDERS’ DEFICIT Preference Shares no Class A Ordinary Shares Class B Ordinary Shares -allotment no Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s Ordinary Shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have Redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as -converted -linked -linked -to-one | NOTE 9 — SHAREHOLDERS’ DEFICIT Preference Shares no Class A Ordinary Shares Class B Ordinary Shares -allotment no Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s Ordinary Shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have Redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as -converted -linked -linked -to-one |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. As approved by its stockholders at the extraordinary general meeting, the “Company filed an Amended and Restated Memorandum and Articles of Association (the “ A&R Charter An aggregate of 1,972,625 Class A ordinary shares of the Company were tendered for Redemption in connection with the shareholders’ vote at the extraordinary general meeting. On October 18, 2023, the parties to the A&R Subscription Agreement entered into Amendment No. 1 to the A&R Subscription Agreement, in which the parties amended the consideration of a Capital Call made pursuant to the A&R Subscription Agreement to the following: (a) 431,735 Initial Shares -back -outs -SPAC $12.50 Shares -SPAC $15 Shares Subscription Shares On October 18, 2023, the parties to the Second Subscription Agreement entered into Amendment No. 1 to the Second Subscription Agreement, in which the parties (a) limited the total amount of the Investor’s Capital Commitment that may be called subject to the Second Subscription Agreement to $750,000 and (b) amended the consideration of a Capital Call made pursuant to the Second Subscription Agreement to the following: (a) 448,169 Initial Shares -back -outs -SPAC $12.50 Shares -SPAC $15 Shares Subscription Shares On November 16, 2023, the Company entered into a subscription agreement (“ Fourth Subscription Agreement Investor Sponsor Parties Investor’s Capital Commitment In connection with the Fourth Subscription Agreement, the Company issued an unsecured promissory note, dated as of November 12, 2023, in the principal amount of up to $800,000 to Sponsor, which may be drawn down by the Company from time to time prior to the consummation of the Company’s Business Combination. As noted, an initial draw in the amount of $249,750 occurred on November 21, 2023. The note does not bear interest, matures on the date of consummation of the Business Combination and is subject to customary events of default. The note will be repaid only to the extent that the Company has funds available to it outside of its trust account established in connection with its Initial Public Offering and is convertible into Private Placement Warrants of the Company at a price of $1.50 per warrant at the option of the Sponsor. | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, besides the below, the Company did not identify any subsequent events other than noted below that would have required adjustment or disclosure in the financial statements. Extraordinary General Meeting and Redemption of Shares On March 15, 2023, Plum held an extraordinary general meeting of its Shareholders (1) to amend Plum’s amended and restated memorandum and articles of association (the “ Articles Termination Date Articles Extension Original Termination Date Articles Extension Date to the applicable Termination Date, until March 18, 2024, or a total of up to twelve months after the Original Termination Date, unless the closing of Plum’s initial business combination shall have occurred prior to such date (the “ Extension Amendment Proposal -1 Redemption Limitation Redemption Limitation Amendment Proposal In connection with the vote to approve the Extension Amendment Proposal, the holders of 26,693,416 Class A ordinary shares properly exercised their right to redeem their shares for cash at a Redemption price of $10.23 per share, for an aggregate Redemption amount of $273,112,311.62. Business Combination Agreement On March 2, 2023, Plum entered into a Business Combination Agreement (as may be amended, supplemented, or otherwise modified from time to time, the “ Business Combination Agreement Business Combination Company Merger Sub I Merger Sub II Subject to its terms and conditions, the Business Combination Agreement provides that (a) on the day of the closing of the Business Combination (the “ Closing Domestication Sakuu Holdings, Inc. -Closing -Closing First Merger Second Merger Subscription Agreement As disclosed in the definitive proxy statement filed by Plum with the Securities and Exchange Commission on February 24, 2023 (the “ Proxy Statement Shareholder Meeting Sponsor -party Lender Trust Account Public Share Redemption -interest In addition, in the event that Plum has not consummated an initial business combination (“ Business Combination the applicable Termination Date (as defined below), extend the Termination Date up to nine times, each by one additional month (for a total of up to nine additional months to complete a Business Combination), provided that the Lender will deposit into the Trust Account for each such monthly extension, the lesser of (A) $160,000 or (B) $0.04 for each Public Share remaining after the Redemption, in exchange for a non -interest Accordingly, on March 16, 2023, Plum entered into a subscription agreement (“ Subscription Agreement -Strategy Investor Parties Investor’s Capital Commitment (a) Drawdown Request Capital Notice Capital Call (b) Subscription Shares Business Combination Closing -Up Letter Agreement -up (c) Sponsor Capital Contribution (d) Business Combination Payment (e) Promissory Note On March 16, 2023, Plum issued an unsecured promissory note in the total principal amount of up to $250,000 (the “ Promissory Note Waiver of Deferred Underwriting Discount On January 16, 2023, Goldman Sachs, the underwriter of the Company’s Initial Public Offering, waived any entitlement it had to its deferred underwriting discount in the amount of $11,172,572. In doing so, Goldman Sachs did not forfeit or waive any claim or right it otherwise has under the certain Underwriting Agreement dated March 15, 2021. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP -Q -X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K The accompanying unaudited condensed consolidated financial statements of the Company include its wholly owned subsidiaries in connection with the initial Business Combination, namely Plum SPAC I Merger Sub, Inc., a Delaware corporation (“Merger Sub I”), and Plum SPAC 2 Merger Sub, LLC, a Delaware limited liability company (“Merger Sub II”). All inter -company | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“ GAAP SEC |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Merger Sub I and Merger Sub II. There has been no intercompany activity since inception. | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “ JOBS Act -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | 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 -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed 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 subscription and forward purchase agreements and warrants liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term | Cash and Cash Equivalents The Company considers all short -term |
Investments Held in Trust Account | Investments Held in Trust Account At September 30, 2023 and December 31, 2022, funds held in the Trust Account include $35,096,667 and $323,911,642, respectively, of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). The Company classifies its money market fund as trading securities in accordance with ASC 320 “Investments — Debt and Equity Securities.” | Investments Held in Trust Account At December 31, 2022 and 2021, funds held in the Trust Account include $323,911,642 and $319,232,602, respectively, of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). The Company classifies its money market fund as trading securities in accordance with ASC 320 “Investments — Debt and Equity Securities.” |
Convertible Promissory Note | Convertible Promissory Note The Company accounts for its convertible promissory note under ASC 815, “Derivatives and Hedging” (“ ASC 815 -15-25 ASC 825 -cash | Convertible Promissory Note The Company accounts for its convertible promissory note under ASC 815, “Derivatives and Hedging” (“ ASC 815 -15-25 ASC 825 -cash |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible Redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory Redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features Redemption rights that are either within the control of the holder or subject to Redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares features certain Redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible Redemption are presented at Redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheets. As of September 30, 2023 and December 31, 2022, the ordinary shares subject to possible Redemption reflected on the consolidated balance sheets are reconciled in the following table: Ordinary Shares subject to possible Redemption, December 31, 2022 $ 323,911,642 Less: Redemptions of Ordinary Shares (294,254,572 ) Plus: Accretion adjustment of carrying value to Redemption value 5,439,597 Ordinary Shares subject to possible Redemption, September 30, 2023 $ 35,096,667 | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible Redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory Redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features Redemption rights that are either within the control of the holder or subject to Redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares features certain Redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible Redemption are presented at Redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. As of December 31, 2022 and 2021, the Ordinary Shares subject to possible Redemption reflected on the balance sheets are reconciled in the following table: Gross proceeds from Initial Public Offering $ 319,216,340 Less: Proceeds allocated to Public Warrants (9,354,214 ) Ordinary Share issuance costs (17,771,568 ) Plus: Remeasurement adjustment of carrying value to Redemption value 27,125,782 Ordinary Shares subject to possible Redemption, December 31, 2021 319,216,340 Plus: Remeasurement adjustment of carrying value to Redemption value 4,695,302 Ordinary Shares subject to possible Redemption, December 31, 2022 $ 323,911,642 |
Offering Costs | Offering Costs The Company complies with the requirements of ASC 340 -10-S99-1 SAB | Offering Costs The Company complies with the requirements of ASC 340 -10-S99-1 SAB |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, (excluding the promissory note and Warrants) which qualify as financial instruments under the Financial Accounting Standards Board (“ FASB | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, (excluding the promissory note and Warrants) which qualify as financial instruments under the Financial Accounting Standards Board (“ FASB |
Warrant Liabilities | Warrant Liabilities The Company accounts for the Warrants as either equity -classified -classified ASC Distinguishing Liabilities from Equity ASC 480 ASC 815 -in meet all the criteria for equity classification, liability -classified -cash The Company accounts for the Public Warrants and Private Placement Warrants in accordance with guidance contained in ASC 815 -40 | Warrant Liabilities The Company accounts for the Warrants as either equity -classified -classified FASB ASC 480 ASC 815 -in -classified -cash The Company accounts for the Public Warrants and Private Placement Warrants in accordance with guidance contained in ASC 815 -40 |
Forward Purchase Agreement | Forward Purchase Agreement The Company evaluated the forward purchase agreement (“ FPA ASC 815 -assessed -measurement On June 15, 2023, the Company received a termination notice (the “ Notice Sakuu | |
Subscription Agreement | Subscription Agreement On March 16, 2023, the Company entered into a subscription agreement (the “ Subscription Agreement -Strategy Investor Parties Investor’s Capital Commitment Subscription Shares -Up On July 14, 2023, the Company entered into an amended and restated subscription agreement (“ A&R Subscription Agreement On July 25, 2023, the Company entered into a second subscription agreement (“ Second Subscription Agreement Subscription Shares -Up The Company recorded the fair value of the subscription liability on the consolidated balance sheets and the related expense on its consolidated statements of operations. The initial fair value of the subscription liability was estimated using a probability weighted expected return model (Note 7). | |
Fair Value Measurements | Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ ASC 820 The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheets. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, and promissory note to related parties are estimated to approximate the carrying values as of September 30, 2023 and December 31, 2022 due to the short maturities of such instruments. See Note 7 for additional information on assets and liabilities measured at fair value. | Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, and promissory note to related parties are estimated to approximate the carrying values as of December 31, 2022 and 2021 due to the short maturities of such instruments. See Note 7 for additional information on assets and liabilities measured at fair value. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022 and 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net (Loss) Income Per Ordinary Share | Net (Loss) Income Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The potential 12,640,544 Ordinary Shares for outstanding Warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three and nine months ended September 30, 2023 and 2022 because the Warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net (loss) income per Ordinary Share is the same as basic net (loss) income per Ordinary Share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of ordinary share: For the three months ended For the nine months ended Class A Class A Class B Class A Class A Class B Numerator Allocation of net loss $ (1,767,793 ) $ (524,423 ) $ (2,313,627 ) $ (632,150 ) $ (27,527 ) $ (389,961 ) Denominator Weighted Average Shares Outstanding including common stock subject to Redemption 4,970,919 1,474,641 6,505,768 12,083,753 526,181 7,454,228 Basic and diluted net (loss) income per shares $ (0.36 ) $ (0.36 ) $ (0.36 ) $ (0.05 ) $ (0.05 ) $ (0.05 ) | Net Income per Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The potential 12,640,544 Ordinary Shares for outstanding Warrants to purchase the Company’s shares were excluded from diluted earnings per share for the year ended December 31, 2022 and for the period from January 11, 2021 (inception) through December 31, 2021 because the Warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per Ordinary Share is the same as basic net income per Ordinary Share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share: For the Year Ended For the Period from Class A Class B Class A Class B Numerator Allocation of net income $ 8,462,500 $ 2,115,625 $ 5,060,575 $ 1,533,442 Denominator Weighted average shares outstanding 31,921,634 7,980,409 25,840,755 7,830,197 Basic and diluted net income per share $ 0.27 $ 0.27 $ 0.20 $ 0.20 |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies [Abstract] | ||
Schedule of Ordinary Shares Subject to Possible Redemption Reflected on the Consolidated Balance Sheets | As of September 30, 2023 and December 31, 2022, the ordinary shares subject to possible Redemption reflected on the consolidated balance sheets are reconciled in the following table: Ordinary Shares subject to possible Redemption, December 31, 2022 $ 323,911,642 Less: Redemptions of Ordinary Shares (294,254,572 ) Plus: Accretion adjustment of carrying value to Redemption value 5,439,597 Ordinary Shares subject to possible Redemption, September 30, 2023 $ 35,096,667 | As of December 31, 2022 and 2021, the Ordinary Shares subject to possible Redemption reflected on the balance sheets are reconciled in the following table: Gross proceeds from Initial Public Offering $ 319,216,340 Less: Proceeds allocated to Public Warrants (9,354,214 ) Ordinary Share issuance costs (17,771,568 ) Plus: Remeasurement adjustment of carrying value to Redemption value 27,125,782 Ordinary Shares subject to possible Redemption, December 31, 2021 319,216,340 Plus: Remeasurement adjustment of carrying value to Redemption value 4,695,302 Ordinary Shares subject to possible Redemption, December 31, 2022 $ 323,911,642 |
Schedule of Basic and Diluted Net (Loss) Income Per Share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of ordinary share: For the three months ended For the nine months ended Class A Class A Class B Class A Class A Class B Numerator Allocation of net loss $ (1,767,793 ) $ (524,423 ) $ (2,313,627 ) $ (632,150 ) $ (27,527 ) $ (389,961 ) Denominator Weighted Average Shares Outstanding including common stock subject to Redemption 4,970,919 1,474,641 6,505,768 12,083,753 526,181 7,454,228 Basic and diluted net (loss) income per shares $ (0.36 ) $ (0.36 ) $ (0.36 ) $ (0.05 ) $ (0.05 ) $ (0.05 ) | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share: For the Year Ended For the Period from Class A Class B Class A Class B Numerator Allocation of net income $ 8,462,500 $ 2,115,625 $ 5,060,575 $ 1,533,442 Denominator Weighted average shares outstanding 31,921,634 7,980,409 25,840,755 7,830,197 Basic and diluted net income per share $ 0.27 $ 0.27 $ 0.20 $ 0.20 |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Recurring Fair Value Measurements [Abstract] | ||
Schedule of Company's Financial Assets and Liabilities that were Accounted for at Fair Value on a Recurring Basis | The following table presents fair value information as of September 30, 2023 and December 31, 2022, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. September 30, 2023 Total Level 1 Level 2 Level 3 Assets Investments held in Trust Account – U.S. Money Market $ 35,096,667 $ 35,096,667 $ — $ — Liabilities Public Warrant liability 383,060 383,060 — — Private Placement Warrant liability 375,373 — 375,373 — Subscription liability 9,191,162 — — 9,191,162 Sponsor loan conversion option — — — — Total $ 9,949,595 $ 383,060 $ 375,373 $ 9,191,162 December 31, 2022 Total Level 1 Level 2 Level 3 Assets Investments held in Trust Account – U.S. Money Market $ 323,911,642 $ 323,911,642 $ — $ — Liabilities Public Warrant liability 191,529 191,529 — — Private Placement Warrant liability 187,687 — 187,687 — Total $ 379,216 $ 191,529 $ 187,687 $ — | The following table presents fair value information as of December 31, 2022 and 2021, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, 2022 Total Level 1 Level 2 Level 3 Assets Investments held in Trust Account – U.S. Money Market $ 323,911,642 $ 323,911,642 $ — $ — Liabilities Sponsor Loan Conversion Option — — — — Public Warrant liability 191,529 191,529 — — Private Placement Warrant liability 187,687 — 187,687 — Total $ 379,216 $ 191,529 $ 187,687 $ — December 31, 2021 Total Level 1 Level 2 Level 3 Assets Investments held in Trust Account – U.S. Money Market $ 319,232,602 $ 319,232,602 $ — $ — Liabilities Public Warrant liability 4,723,763 4,723,763 — — Private Placement Warrant liability 4,628,976 — 4,628,976 — Total $ 9,352,739 $ 4,723,763 $ 4,628,976 $ — |
Schedule of Presents the Changes in the Fair Value of the Forward Purchase Agreement (“Fpa”) Liability | The following table presents the changes in the fair value of the forward purchase agreement (“ FPA FPA Fair value as of January 1, 2023 $ — Issuance of FPA liability 308,114 Change in fair value 325,091 Fair value as of March 31, 2023 $ 633,205 Change in fair value (633,205 ) Fair value as of June 30, 2023 and September 30, 2023 $ — SPA SPA Fair value as of December 31, 2022 $ — Issuance of subscription liability 3,202,222 Change in fair value 18,277 Fair value as of March 31, 2023 $ 3,220,499 Change in fair value (2,655,232 ) Fair value as of June 30, 2023 $ 1,946,467 Issuance of subscription liability 5,165,385 Change in fair value 2,079,310 Fair value as of September 30, 2023 $ 9,191,162 | The following table provides a reconciliation of changes in the Level 3 fair value classification: Fair value at January 11, 2021 $ — Issuance due to Initial Public Offering at March 18, 2021 17,640,000 Issuance of over-allotment option 1,170,000 Issuance of overallotment warrant placements (public and private) 890,357 Partial exercise of over-allotment option (288,245 ) Reclassification of Private Placement Warrants to Level 2 (1) (7,405,819 ) Reclassification of Public Warrants to Level 1 (1) (7,257,213 ) Expiration of over-allotment option (567,241 ) Change in fair value (4,181,839 ) Fair Value at December 31, 2021 $ — (1) |
Schedule of Present Value Model for the Commitment Fee Shares Liability | The key inputs into the present value model for the commitment fee shares liability were as follows: March 17, May 23, July 14, July 25, September 30, Restricted term 1.12 1.04 1.21 1.18 1.00 Risk free rate 4.60 % 5.03 % 5.21 % 5.28 % 5.46 % Volatility 7.79 % 7.12 % 2.45 % 2.07 % 2.32 % Stock price $ 10.22 $ 10.45 $ 10.53 $ 10.59 $ 10.63 Strike price $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00 Term of debt conversion 0.62 0.54 0.71 0.68 0.50 Probability of business combination 80 % 60 % 60 % 60 % 60 % |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||
Apr. 14, 2021 | Mar. 18, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 15, 2023 | Aug. 16, 2023 | Jul. 14, 2023 | Dec. 31, 2021 | |
Organization and Business Operations (Details) [Line Items] | ||||||||
Number of units (in Shares) | 30,000,000 | |||||||
Price of per unit (in Dollars per share) | $ 10 | |||||||
Price of per share (in Dollars per share) | $ 10 | $ 10 | ||||||
Total amount placed | $ 19,216,340 | $ 19,216,340 | ||||||
Transaction costs | 538,777 | 538,777 | ||||||
Equity shareholders’ deficit | $ 17,797,492 | $ 17,797,492 | ||||||
Underwriter’s over-allotment option | $ 319,216,340 | |||||||
Percentage of public shares | 100% | 100% | ||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Business days | 10 days | 10 years | ||||||
Interest to pay dissolution expenses | $ 100,000 | $ 100,000 | ||||||
Net tangible assets of less than | $ 5,000,001 | |||||||
Shares redeemed (in Shares) | 1,972,625 | |||||||
Redemption price (in Dollars per share) | $ 10.78 | $ 10.15 | ||||||
Aggregate redemption amount | $ 273,112,311.62 | $ 323,911,642 | $ 319,216,340 | |||||
Trust account | $ 20,000,000 | $ 135,000 | $ 160,000 | $ 160,000 | ||||
Public shares (in Shares) | 3,228,218 | |||||||
Redemption amount | $ 21,142,261 | |||||||
Redemption Shares (in Shares) | 7,980,409 | |||||||
Temporary equity shares outstanding (in Shares) | 3,255,593 | 31,921,634 | ||||||
Working capital loans | $ 1,000,000 | $ 1,000,000 | ||||||
Business days prior | 2 years | |||||||
Founder Shares [Member] | ||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||
Sponsor amount | $ 25,000 | |||||||
Private placement warrant [Member] | ||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||
Number of units (in Shares) | 6,000,000 | 6,000,000 | ||||||
Price of per unit (in Dollars per share) | $ 1.5 | $ 1.5 | ||||||
Gross proceeds | $ 9,000,000 | $ 9,000,000 | ||||||
IPO [Member] | ||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||
Price of per unit (in Dollars per share) | $ 10 | |||||||
Gross proceeds | $ 300,000,000 | |||||||
Underwriter discount | 6,384,327 | 6,384,327 | ||||||
Transaction costs | 18,336,269 | 18,336,269 | ||||||
Deferred underwriting discount | 11,172,572 | 11,172,572 | ||||||
Other offering costs | $ 779,370 | $ 779,370 | ||||||
Percentage of public shares | 100% | 100% | ||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | |||||||
Operating bank account | $ 92,722 | $ 86,401 | ||||||
Working capital deficit | $ 14,556,550 | $ 3,745,724 | ||||||
Business combination period | 27 months | |||||||
Ordinary shares par value (in Dollars per share) | $ 0.0001 | |||||||
Over-Allotment Option [Member] | ||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||
Price of per share (in Dollars per share) | $ 10 | |||||||
Additional units (in Shares) | 1,921,634 | |||||||
Underwriter discount | $ 19,216,340 | |||||||
Underwriter’s over-allotment option | $ 319,216,340 | |||||||
Common Class A [Member] | ||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||
Price of per share (in Dollars per share) | $ 18 | $ 11.5 | ||||||
Shares redeemed (in Shares) | 26,693,416 | 26,693,416 | ||||||
Redemption price (in Dollars per share) | $ 10.15 | $ 10 | ||||||
Aggregate redemption amount | $ 273,112,311.62 | |||||||
Redemption price per share (in Dollars per share) | $ 10.72 | |||||||
Temporary equity shares outstanding (in Shares) | 3,255,593 | 31,921,634 | 31,921,634 | |||||
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common Class A [Member] | Common Stock Subject to Mandatory Redemption [Member] | ||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||
Redemption price (in Dollars per share) | 10.23 | |||||||
Common Class A [Member] | IPO [Member] | ||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||
Number of units (in Shares) | 30,000,000 | |||||||
Price of per unit (in Dollars per share) | $ 10 | 31,921,634 | $ 31,921,634 | |||||
Price of per share (in Dollars per share) | 11.5 | $ 11.5 | ||||||
Sponsor [Member] | IPO [Member] | ||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||
Price of per unit (in Dollars per share) | $ 10 | |||||||
Sponsor [Member] | Common Class A [Member] | Private placement warrant [Member] | ||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||
Aggregate of warrants (in Shares) | 256,218 | |||||||
Price of per warrant (in Dollars per share) | $ 1.5 | |||||||
Total proceeds | $ 384,327 | |||||||
Underwriters [Member] | Over-Allotment Option [Member] | ||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||
Option period | 45 days | 45 days | 45 days | |||||
Additional units (in Shares) | 4,500,000 | 4,500,000 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Jul. 25, 2023 USD ($) | Jul. 14, 2023 USD ($) | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Sep. 15, 2023 USD ($) | Aug. 16, 2023 USD ($) | Mar. 16, 2023 USD ($) $ / shares | Feb. 24, 2023 USD ($) | |
Significant Accounting Policies [Line Items] | ||||||||||||
Assets held in trust account | $ 35,096,667 | $ 35,096,667 | $ 323,911,642 | $ 319,232,602 | ||||||||
Federal depository insurance | $ 250,000 | |||||||||||
Derivative liability | 2,500,000 | 2,500,000 | ||||||||||
Investors fund | $ 1,090,000 | |||||||||||
Working Capital | $ 1,090,000 | $ 1,500,000 | ||||||||||
Ordinary shares for outstanding warrants (in Shares) | shares | 12,640,544 | 12,640,544 | 12,640,544 | 12,640,544 | ||||||||
Funds held in trust account | 160,000 | $ 20,000,000 | $ 20,000,000 | $ 135,000 | $ 160,000 | |||||||
Insurance coverage | $ 250,000 | |||||||||||
Warrant [Member] | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Ordinary shares for outstanding warrants (in Shares) | shares | 12,640,544 | 12,640,544 | ||||||||||
Subscription Agreement [Member] | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Investors fund | 1,090,000 | 1,090,000 | ||||||||||
Funds held in trust account | $ 480,000 | |||||||||||
Subscription Agreement [Member] | Class A Ordinary Shares [Member] | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Investors fund | $ 1,500,000 | |||||||||||
Percentage of consideration (in Dollars per share) | $ / shares | $ 0.75 | |||||||||||
Money Market Funds [Member] | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Assets held in trust account | $ 35,100,000 | $ 35,100,000 | $ 323,900,000 | $ 319,200,000 | ||||||||
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Funds held in trust account | $ 323,911,642 | $ 319,232,602 | ||||||||||
Sponsor [Member] | Subscription Agreement [Member] | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Investors fund | $ 1,500,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of Ordinary Shares Subject to Possible Redemption Reflected on the Consolidated Balance Sheets | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Significant Accounting Policies [Abstract] | |
Ordinary Shares subject to possible Redemption | $ 323,911,642 |
Less: | |
Redemptions of Ordinary Shares | (294,254,572) |
Plus: | |
Accretion adjustment of carrying value to Redemption value | 5,439,597 |
Ordinary Shares subject to possible Redemption | $ 35,096,667 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class A Ordinary Shares Subject To Possible Redemption [Member] | ||||||
Numerator | ||||||
Allocation of net loss | $ (1,767,793) | $ (632,150) | $ 8,462,500 | $ 5,060,575 | ||
Denominator | ||||||
Weighted Average Shares Outstanding including common stock subject to redemption | 4,970,919 | 31,921,634 | 12,083,753 | 31,921,634 | 31,921,634 | 25,840,755 |
Basic net (loss) income per share | $ (0.36) | $ 0.06 | $ (0.05) | $ 0.19 | $ 0.27 | $ 0.2 |
Class A Ordinary Shares [Member] | ||||||
Numerator | ||||||
Allocation of net loss | $ (524,423) | $ (27,527) | ||||
Denominator | ||||||
Weighted Average Shares Outstanding including common stock subject to redemption | 1,474,641 | 526,181 | ||||
Basic net (loss) income per share | $ (0.36) | $ (0.05) | ||||
Class B Ordinary Shares [Member] | ||||||
Numerator | ||||||
Allocation of net loss | $ (2,313,627) | $ (389,961) | $ 2,115,625 | $ 1,533,442 | ||
Denominator | ||||||
Weighted Average Shares Outstanding including common stock subject to redemption | 6,505,768 | 7,980,409 | 7,454,228 | 7,980,409 | 7,980,409 | 7,830,197 |
Basic net (loss) income per share | $ (0.36) | $ 0.06 | $ (0.05) | $ 0.19 | $ 0.27 | $ 0.2 |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class A Ordinary Shares Subject To Possible Redemption [Member] | ||||||
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share (Parentheticals) [Line Items] | ||||||
Diluted net (loss) income per share | $ (0.36) | $ 0.06 | $ (0.05) | $ 0.19 | $ 0.27 | $ 0.20 |
Class A Ordinary Shares [Member] | ||||||
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share (Parentheticals) [Line Items] | ||||||
Diluted net (loss) income per share | (0.36) | (0.05) | ||||
Class B Ordinary Shares [Member] | ||||||
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share (Parentheticals) [Line Items] | ||||||
Diluted net (loss) income per share | $ (0.36) | $ 0.06 | $ (0.05) | $ 0.19 | $ 0.27 | $ 0.20 |
Initial Public Offering (Detail
Initial Public Offering (Details) - Common Class A [Member] - $ / shares | Apr. 14, 2021 | Mar. 18, 2021 | Sep. 30, 2023 | Dec. 31, 2022 |
Initial Public Offering (Details) [Line Items] | ||||
Share price (in Dollars per share) | $ 18 | $ 11.5 | ||
IPO [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Sale of stock number of shares issued In transaction | 30,000,000 | |||
Sale of stock price per share (in Dollars per share) | $ 10 | 31,921,634 | $ 31,921,634 | |
Number of shares in a unit | 1 | |||
Share price (in Dollars per share) | $ 11.5 | $ 11.5 | ||
Over-Allotment Option [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Number of shares in a unit | 1 | |||
Warrant [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Sale of stock price per share (in Dollars per share) | $ 10 | |||
Number of shares in a unit | 1 | |||
Number of warrants in a unit | 1 | |||
Stock issued | 1,921,634 | |||
Warrant [Member] | IPO [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Number of warrants in a unit | 1 |
Private Placements (Details)
Private Placements (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Apr. 14, 2021 | Mar. 18, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | |
Private Placement [Line Items] | ||||
Aggregate price | 30,000,000 | |||
Warrants price | $ 10 | |||
Aggregate share | 3,228,218 | |||
Trading days | 30 days | 30 days | ||
Private Placement Warrants [Member] | ||||
Private Placement [Line Items] | ||||
Aggregate price | 6,000,000 | 6,000,000 | ||
Warrants price | $ 1.5 | $ 1.5 | ||
Aggregate purchase price | $ 9,000,000 | $ 9,000,000 | ||
Sponsor [Member] | Private Placement Warrants [Member] | ||||
Private Placement [Line Items] | ||||
Warrants price | $ 1.5 | |||
Aggregate share | 256,218 | |||
Total proceeds | $ 384,327 | |||
Sponsor aggregate | 256,218 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||
Jul. 25, 2023 | Jul. 14, 2023 | May 23, 2023 | Mar. 18, 2023 | Mar. 17, 2023 | Mar. 16, 2023 | Aug. 25, 2022 | Jan. 31, 2022 | May 02, 2021 | Apr. 14, 2021 | Jan. 13, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 21, 2023 | Oct. 18, 2023 | Mar. 14, 2023 | Feb. 24, 2023 | Jul. 11, 2022 | Mar. 18, 2021 | |
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Issuance of common stock to sponsor | $ 25,000 | ||||||||||||||||||||||
Exceeds per share (in Dollars per share) | $ 10 | ||||||||||||||||||||||
Unsecured promissory note | $ 250,000 | $ 750,000 | $ 1,000,000 | ||||||||||||||||||||
Working capital requirements | $ 910,000 | ||||||||||||||||||||||
Founder shares (in Shares) | 1,432,500 | 1,432,500 | |||||||||||||||||||||
Office space paid | $ 10,000 | ||||||||||||||||||||||
Total number of share forfeiture (in Shares) | 644,591 | ||||||||||||||||||||||
Founder Shares forfeited (in Shares) | 644,591 | 644,591 | 644,591 | ||||||||||||||||||||
Working Capital Loan | $ 1,000,000 | ||||||||||||||||||||||
Founder Shares [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Founder shares lock In period | 1 year | ||||||||||||||||||||||
Trading day period | 20 days | ||||||||||||||||||||||
Trading day period | 30 days | ||||||||||||||||||||||
Initial Business Combinatio | 150 days | ||||||||||||||||||||||
Unsecured Debt [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Percentage Of Principal Amount Of Note Can Be Drawn From Time To Time At The Companys Option | 50% | ||||||||||||||||||||||
Private Placement Warrants [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Exceeds per share (in Dollars per share) | $ 1.5 | $ 1.5 | $ 1.5 | ||||||||||||||||||||
Over-Allotment Option [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
shares new issues (in Shares) | 1,921,634 | ||||||||||||||||||||||
Class B Ordinary Shares [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Ordinary shares,par, value (in Dollars per share) | 0.0001 | 0.0001 | 0.0001 | $ 0.0001 | |||||||||||||||||||
Founder shares (in Shares) | 1,125,000 | ||||||||||||||||||||||
Common Class A [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Ordinary shares,par, value (in Dollars per share) | $ 0.0001 | $ 0.0001 | 0.0001 | $ 0.0001 | |||||||||||||||||||
Common Class A [Member] | Share Price Equals Or Exceeds 12 USD [Member] | Founder Shares [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Exceeds per share (in Dollars per share) | $ 12 | ||||||||||||||||||||||
Subscription Agreement [Member] | Founder Shares [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Founder shares (in Shares) | 202,500 | 360,000 | |||||||||||||||||||||
Subscription Agreement [Member] | Common Class A [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Ordinary shares,par, value (in Dollars per share) | $ 0.0001 | ||||||||||||||||||||||
A&R Subscription Agreement [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Working capital requirements | $ 1,500,000 | ||||||||||||||||||||||
Paid to sponsor | $ 160,000 | ||||||||||||||||||||||
A&R Subscription Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Price per share (in Dollars per share) | $ 15 | ||||||||||||||||||||||
Founder shares (in Shares) | 71,956 | ||||||||||||||||||||||
A&R Subscription Agreement [Member] | Common Class A [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Price per share (in Dollars per share) | $ 12.5 | ||||||||||||||||||||||
Founder shares (in Shares) | 71,956 | ||||||||||||||||||||||
Second Subscription Agreement [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Working capital requirements | $ 1,090,000 | ||||||||||||||||||||||
Paid to sponsor | 750,000 | ||||||||||||||||||||||
Second Subscription Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Price per share (in Dollars per share) | $ 15 | ||||||||||||||||||||||
Founder shares (in Shares) | 74,695 | ||||||||||||||||||||||
Second Subscription Agreement [Member] | Common Class A [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Price per share (in Dollars per share) | $ 12.5 | ||||||||||||||||||||||
Founder shares (in Shares) | 74,695 | ||||||||||||||||||||||
Sponsor [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Sponsor agreed to loan | $ 300,000 | ||||||||||||||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Exceeds per share (in Dollars per share) | $ 1.5 | ||||||||||||||||||||||
Sponsor [Member] | Class B Ordinary Shares [Member] | Founder Shares [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Sponsor paid amount | $ 25,000 | ||||||||||||||||||||||
Issunace of common stock per sahre value (in Dollars per share) | $ 0.003 | ||||||||||||||||||||||
Ordinary shares (in Shares) | 8,625,000 | ||||||||||||||||||||||
Ordinary shares,par, value (in Dollars per share) | $ 0.0001 | ||||||||||||||||||||||
Sponsor [Member] | Subscription Agreement [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Working capital requirements | $ 270,000 | $ 480,000 | |||||||||||||||||||||
Paid to sponsor | $ 270,000 | $ 480,000 | |||||||||||||||||||||
Sponsor [Member] | Second Subscription Agreement [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Price per share (in Dollars per share) | $ 1.5 | ||||||||||||||||||||||
Sponsor [Member] | Commercial Paper [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Non-interest bearing | |||||||||||||||||||||||
Borrowings | $ 0 | $ 0 | |||||||||||||||||||||
Sponsor [Member] | Commercial Paper [Member] | Promissory Note [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Sponsor agreed to loan | $ 300,000 | ||||||||||||||||||||||
Mr. Kanishka Roy [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Unsecured promissory note | 250,000 | ||||||||||||||||||||||
Borrowings | $ 250,000 | $ 250,000 | $ 0 | ||||||||||||||||||||
Mr. Roy [Member] | Promissory Note [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Sponsor agreed to loan | $ 250,000 | ||||||||||||||||||||||
Working Capital Loans [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Price of per warrant (in Dollars per share) | $ 1.5 | ||||||||||||||||||||||
Working Capital Loans [Member] | Private Placement Warrants [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Convertible into Private Placement Warrants | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||||||||||||||||
Price of per warrant (in Dollars per share) | $ 1.5 | $ 1.5 | $ 1.5 | ||||||||||||||||||||
Mike Dinsdale [Member] | Unsecured Debt [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Sponsor agreed to loan | $ 500,000 | ||||||||||||||||||||||
Unsecured promissory note | $ 500,000 | $ 500,000 | |||||||||||||||||||||
Increments amount | $ 50,000 | ||||||||||||||||||||||
Increments of not les | 50,000 | ||||||||||||||||||||||
Mike Dinsdale [Member] | Private Placement Warrants [Member] | Unsecured Debt [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Price of per warrant (in Dollars per share) | $ 1.5 | ||||||||||||||||||||||
Ursula Burns [Member] | Unsecured Debt [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Sponsor agreed to loan | $ 500,000 | ||||||||||||||||||||||
Price of per warrant (in Dollars per share) | 1.5 | $ 1.5 | $ 1.5 | ||||||||||||||||||||
Increments amount | $ 50,000 | ||||||||||||||||||||||
Principal rate | 50% | ||||||||||||||||||||||
Increments of not les | $ 50,000 | ||||||||||||||||||||||
Kanishka Roy [Member] | Commercial Paper [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Sponsor agreed to loan | 250,000 | ||||||||||||||||||||||
Unsecured promissory note | $ 250,000 | ||||||||||||||||||||||
Sponsor Or An Affiliate Of The Sponsor [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Incurred fees for services | 851,053 | ||||||||||||||||||||||
Expenses Paid Per Month For Office Space Secretarial And Administrative Services | 10,000 | ||||||||||||||||||||||
Founder Shares [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Number of shares subject to forfeiture shares (in Shares) | 644,591 | ||||||||||||||||||||||
Initial Business Combination | 1 year | ||||||||||||||||||||||
Founder Shares [Member] | Over-Allotment Option [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
shares new issues (in Shares) | 1,921,634 | ||||||||||||||||||||||
Number of shares subject to forfeiture (in Shares) | 644,591 | 1,125,000 | |||||||||||||||||||||
Founder Shares [Member] | Common Class A [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Exceeds per share (in Dollars per share) | $ 12 | $ 12 | |||||||||||||||||||||
Founder Shares [Member] | Sponsor [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.003 | ||||||||||||||||||||||
Founder Shares [Member] | Sponsor [Member] | Class B Ordinary Shares [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Issuance of common stock to sponsor | $ 25,000 | ||||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.0001 | ||||||||||||||||||||||
shares new issues (in Shares) | 8,625,000 | ||||||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Unsecured promissory note | $ 1,090,000 | $ 1,500,000 | |||||||||||||||||||||
Promissory Note [Member] | Private Placement Warrants [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Price of per warrant (in Dollars per share) | $ 1.5 | ||||||||||||||||||||||
Office Space, Secretarial And Administrative Services [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Incurred fees for services | $ 30,000 | $ 90,000 | $ 30,000 | 90,000 | 120,000 | 115,000 | |||||||||||||||||
Reimbursement of Costs of Salaries [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Incurred fees for services | $ 13,606 | $ 134,755 | $ 201,488 | $ 443,934 | |||||||||||||||||||
Reimbursement Of Salaries And Other Services [Member] | Sponsor [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Incurred fees for services | $ 549,198 | $ 736,053 |
Warrants (Details)
Warrants (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Jul. 25, 2023 | |
Warrants (Details) [Line Items] | |||
Number of days determining warrants exercise price | 20 days | 20 years | |
Number of days after the closing of the initial business combination for registration statement to be effective | 20 days | 60 days | |
Effective day for registration statement to be effective | 60 days | ||
Warrant description | by dividing (x) the product of the number of Class A ordinary shares underlying the Warrants, multiplied by the excess of the “fair market value” (as defined below) less the exercise price of the Warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. | ||
Share price | $ 10 | $ 10 | |
Market value | $ 9.2 | ||
Market value percentage | 180% | ||
Percentage proceeds from issuances to total equity proceeds | 60% | ||
Warrant [Member] | |||
Warrants (Details) [Line Items] | |||
Share issued price per share | $ 18 | ||
Class A Ordinary Shares [Member] | |||
Warrants (Details) [Line Items] | |||
Share price | $ 18 | $ 11.5 | |
Total equity proceeds rate | 60% | ||
Number of days determining fair market value of the Class A ordinary shares | 10 days | ||
Exceeds per public share | $ 10 | ||
Public Warrant [Member] | |||
Warrants (Details) [Line Items] | |||
Warrants exercise price | $ 11.5 | $ 11.5 | |
Number days after the initial Business Combination determining Warrants exercisable | 30 days | 30 years | |
Warrants expiration | 5 years | ||
Period for notice of redemption | 30 days | ||
Number of trading days determining warrant redemption | 20 days | ||
Number of trading days determining warrant redemption | 30 days | ||
Share issued price per share | $ 10 | ||
Warrant redemption price | $ 0.01 | ||
Warrant [Member] | |||
Warrants (Details) [Line Items] | |||
Warrants expiration | 5 years | ||
Share price | $ 1.5 | ||
Period for notice of redemption | 30 days | ||
Market value percentage | 115% | ||
Warrant redemption price | $ 0.1 | ||
Number of days determining warrants exercise price | 20 days | ||
Warrant [Member] | Class A Ordinary Shares [Member] | |||
Warrants (Details) [Line Items] | |||
Effective day for registration statement to be effective | 60 days | ||
Securities called by each warrant (in Shares) | 0.361 | ||
Share Price Equals Or Exceeds 18 USD [Member] | |||
Warrants (Details) [Line Items] | |||
Number of trading days determining warrant redemption | 20 days | ||
Number of trading days determining warrant redemption | 30 days | ||
Share Price Equals Or Exceeds 18 USD [Member] | Class A Ordinary Shares [Member] | |||
Warrants (Details) [Line Items] | |||
Share price | $ 18 | $ 18 | |
Warrannnt exercise price | $ 18 | ||
Number of trading days determining warrant redemption | 20 days | ||
Number of trading days determining warrant redemption | 30 days | ||
Share issued price per share | 18 | ||
Share Price Equals Or Exceeds 18 USD [Member] | Warrant [Member] | |||
Warrants (Details) [Line Items] | |||
Warrant exercise price | $ 0.01 | ||
Period for notice of redemption | 30 years | ||
Share Price Equals Or Exceeds 10 USD [Member] | |||
Warrants (Details) [Line Items] | |||
Share price | 10 | ||
Number of trading days determining warrant redemption | 20 days | ||
Number of trading days determining warrant redemption | 30 days | ||
Share Price Equals Or Exceeds 10 USD [Member] | Warrant [Member] | |||
Warrants (Details) [Line Items] | |||
Period for notice of redemption | 30 years | ||
Share Price Equals Or Exceeds 10 USD [Member] | Class A Ordinary Shares [Member] | |||
Warrants (Details) [Line Items] | |||
Share price | $ 10 | $ 10 | |
Warrannnt exercise price | 10 | ||
Share Price Equals Or Exceeds 10 USD [Member] | Warrant [Member] | |||
Warrants (Details) [Line Items] | |||
Warrant exercise price | 0.1 | ||
Number of trading days determining warrant redemption | 20 days | ||
Share Price Equals Or Exceeds 10 USD [Member] | Private Placement Warrants [Member] | |||
Warrants (Details) [Line Items] | |||
Number of trading days determining warrant redemption | 30 days | ||
Share Price Less Than 920 USD [Member] | |||
Warrants (Details) [Line Items] | |||
Share price | $ 9.2 | ||
Share Price Less Than 920 USD [Member] | Class A Ordinary Shares [Member] | |||
Warrants (Details) [Line Items] | |||
Share price | 18 | ||
Share issued price per share | $ 9.2 | $ 9.2 | |
Share Price Less Than 920 USD [Member] | Warrant [Member] | |||
Warrants (Details) [Line Items] | |||
Class of warrant or right redemption price adjustment percentage | 115% | ||
Share Price Less Than 18 USD [Member] | Class A Ordinary Shares [Member] | |||
Warrants (Details) [Line Items] | |||
Share price | $ 18 | ||
Share Price Less Than 18 USD [Member] | Warrant [Member] | |||
Warrants (Details) [Line Items] | |||
Class of warrant or right redemption price adjustment percentage | 180% | ||
Share Price Less Than 18 USD [Member] | Private Placement Warrants [Member] | |||
Warrants (Details) [Line Items] | |||
Number of trading days determining warrant redemption | 30 days | ||
Number of trading days determining warrant redemption | 20 days |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Recurring Fair Value Measurements (Details) [Line Items] | ||||
Investments held in Trust Account | $ 35,096,667 | $ 35,096,667 | $ 323,911,642 | $ 319,232,602 |
Interest expense | 3,815,529 | |||
Debt discount | 4,372,334 | 4,372,334 | ||
Convertible promissory notes | 0 | $ 0 | ||
Overallotment liability | $ 0 | |||
Minimum [Member] | ||||
Recurring Fair Value Measurements (Details) [Line Items] | ||||
Investments maturity period | 3 months | 3 months | ||
Maximum [Member] | ||||
Recurring Fair Value Measurements (Details) [Line Items] | ||||
Investments maturity period | 1 year | 1 year | ||
U.S. Money Market funds [Member] | ||||
Recurring Fair Value Measurements (Details) [Line Items] | ||||
Investments held in Trust Account | 35,100,000 | $ 35,100,000 | $ 323,900,000 | $ 319,200,000 |
Subscription Liability [Member] | ||||
Recurring Fair Value Measurements (Details) [Line Items] | ||||
Convertible promissory notes | 9,191,162 | 9,191,162 | ||
Change in fair value | (2,079,310) | 557,645 | ||
FPA liability [Member] | ||||
Recurring Fair Value Measurements (Details) [Line Items] | ||||
Convertible promissory notes | 0 | 0 | 0 | |
FPA liability outstanding | 0 | 0 | 0 | |
Change in fair value | $ 0 | $ 308,114 | ||
Sponsor Loan Conversion Option [Member] | ||||
Recurring Fair Value Measurements (Details) [Line Items] | ||||
Convertible promissory notes | $ 0 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements (Details) - Schedule of Company's Financial Assets and Liabilities that were Accounted for at Fair Value on a Recurring Basis - Fair Value, Recurring [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Money Market Funds [Member] | |||
Assets | |||
Investments held in Trust Account – U.S. Money Market | $ 35,096,667 | $ 323,911,642 | $ 319,232,602 |
Public Warrants [Member] | |||
Liabilities | |||
Warrant liability | 383,060 | 191,529 | 4,723,763 |
Private Placement Warrants [Member] | |||
Liabilities | |||
Warrant liability | 375,373 | 187,687 | 4,628,976 |
Total | 379,216 | 9,352,739 | |
SPA liability | |||
Liabilities | |||
Subscription liability | 9,191,162 | ||
Sponsor Loan Conversion Option [Member] | |||
Liabilities | |||
Sponsor loan conversion option | |||
Total | 9,949,595 | ||
Level 1 [Member] | Money Market Funds [Member] | |||
Assets | |||
Investments held in Trust Account – U.S. Money Market | 35,096,667 | 323,911,642 | 319,232,602 |
Level 1 [Member] | Public Warrants [Member] | |||
Liabilities | |||
Warrant liability | 383,060 | 191,529 | 4,723,763 |
Level 1 [Member] | Private Placement Warrants [Member] | |||
Liabilities | |||
Warrant liability | |||
Total | 191,529 | 4,723,763 | |
Level 1 [Member] | SPA liability | |||
Liabilities | |||
Subscription liability | |||
Level 1 [Member] | Sponsor Loan Conversion Option [Member] | |||
Liabilities | |||
Sponsor loan conversion option | |||
Total | 383,060 | ||
Level 2 [Member] | Money Market Funds [Member] | |||
Assets | |||
Investments held in Trust Account – U.S. Money Market | |||
Level 2 [Member] | Public Warrants [Member] | |||
Liabilities | |||
Warrant liability | |||
Level 2 [Member] | Private Placement Warrants [Member] | |||
Liabilities | |||
Warrant liability | 375,373 | 187,687 | 4,628,976 |
Total | 187,687 | 4,628,976 | |
Level 2 [Member] | SPA liability | |||
Liabilities | |||
Subscription liability | |||
Level 2 [Member] | Sponsor Loan Conversion Option [Member] | |||
Liabilities | |||
Sponsor loan conversion option | |||
Total | 375,373 | ||
Level 3 [Member] | Money Market Funds [Member] | |||
Assets | |||
Investments held in Trust Account – U.S. Money Market | |||
Level 3 [Member] | Public Warrants [Member] | |||
Liabilities | |||
Warrant liability | |||
Level 3 [Member] | Private Placement Warrants [Member] | |||
Liabilities | |||
Warrant liability | |||
Total | |||
Level 3 [Member] | SPA liability | |||
Liabilities | |||
Subscription liability | 9,191,162 | ||
Level 3 [Member] | Sponsor Loan Conversion Option [Member] | |||
Liabilities | |||
Sponsor loan conversion option | |||
Total | $ 9,191,162 |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements (Details) - Schedule of Presents the Changes in the Fair Value of the Forward Purchase Agreement (“Fpa”) Liability - USD ($) | 3 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
Forward purchase agreement [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value as of opening balance | $ 633,205 | ||
Issuance of liability | 308,114 | ||
Change in fair value | (633,205) | 325,091 | |
Fair value as of ending balance | 633,205 | ||
Subscription purchase agreement [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value as of opening balance | 1,946,467 | 3,220,499 | |
Issuance of liability | 5,165,385 | 3,202,222 | |
Change in fair value | 2,079,310 | (2,655,232) | 18,277 |
Fair value as of ending balance | $ 9,191,162 | $ 1,946,467 | $ 3,220,499 |
Recurring Fair Value Measurem_6
Recurring Fair Value Measurements (Details) - Schedule of Present Value Model for the Commitment Fee Shares Liability | Sep. 30, 2023 $ / shares | Jul. 25, 2023 $ / shares | Jul. 14, 2023 $ / shares | May 23, 2023 $ / shares | Mar. 17, 2023 $ / shares |
Restricted Term [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Restricted term | 1 year | 1 year 2 months 4 days | |||
Risk Free Rate [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Risk free rate | 5.46% | 5.28% | |||
Volatility [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Volatility | 2.32% | 2.07% | |||
Stock Price [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Stock price (in Dollars per share) | $ 10.63 | $ 10.59 | |||
Strike Price [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Strike price | 10 | 10 | |||
Term of Debt Conversion [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Term of debt conversion (in Dollars per share) | $ 0.5 | $ 0.68 | |||
Probability of Business Combination [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Probability of business combination | 60% | 60% | |||
SPA liability | Restricted Term [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Restricted term | 1 year 2 months 15 days | 1 year 14 days | 1 year 1 month 13 days | ||
SPA liability | Risk Free Rate [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Risk free rate | 5.21% | 5.03% | 4.60% | ||
SPA liability | Volatility [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Volatility | 2.45% | 7.12% | 7.79% | ||
SPA liability | Stock Price [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Stock price (in Dollars per share) | $ 10.53 | $ 10.45 | $ 10.22 | ||
SPA liability | Strike Price [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Strike price | 10 | 10 | 10 | ||
SPA liability | Term of Debt Conversion [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Term of debt conversion (in Dollars per share) | $ 0.71 | $ 0.54 | $ 0.62 | ||
SPA liability | Probability of Business Combination [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Probability of business combination | 60% | 60% | 80% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jul. 25, 2023 | Mar. 01, 2023 | Apr. 14, 2021 | Mar. 18, 2021 | Jul. 25, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 15, 2023 | Aug. 16, 2023 | Jul. 14, 2023 | Mar. 16, 2023 | Feb. 24, 2023 | Jan. 16, 2023 | Dec. 31, 2021 | |
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Effective days of lock-up period | 30 days | |||||||||||||
Deferred underwriting commissions payable | $ 11,172,572 | $ 11,172,572 | $ 11,172,572 | |||||||||||
Deposits in trust account | $ 20,000,000 | $ 135,000 | $ 160,000 | $ 160,000 | ||||||||||
Investor fund | $ 1,090,000 | $ 1,090,000 | ||||||||||||
Sponsor transfer | 0.75 of a Class A ordinary share for each dollar | |||||||||||||
Business combination payment in cash | 1 Class A ordinary share for each $10 of the Capital Calls | 1 Class A ordinary share for each $10 of the Capital Calls | ||||||||||||
Subscription agreement | $ 5,000 | |||||||||||||
Investor’s Capital | $ 750,000 | 750,000 | $ 160,000 | |||||||||||
Initial draw amount | $ 750,000 | |||||||||||||
Price per warrant (in Dollars per share) | $ 10 | $ 10 | ||||||||||||
Redemption price (in Dollars per share) | 10.78 | 10.15 | ||||||||||||
Stock price (in Dollars per share) | $ 10 | |||||||||||||
Over-Allotment Option [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Stock issued during period shares new issues (in Shares) | 1,921,634 | |||||||||||||
Price per warrant (in Dollars per share) | $ 10 | |||||||||||||
IPO [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Payments for underwriting expense | $ 6,000,000 | |||||||||||||
Ordinary share, par value (in Dollars per share) | 0.0001 | |||||||||||||
Stock price (in Dollars per share) | $ 10 | |||||||||||||
Class A Ordinary Shares [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Ordinary share, par value (in Dollars per share) | 0.0001 | 0.0001 | $ 0.0001 | |||||||||||
Price per warrant (in Dollars per share) | 18 | 11.5 | ||||||||||||
Redemption price (in Dollars per share) | 10.15 | $ 10 | ||||||||||||
Class A Ordinary Shares [Member] | IPO [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Price per warrant (in Dollars per share) | 11.5 | 11.5 | ||||||||||||
Stock price (in Dollars per share) | $ 10 | $ 31,921,634 | $ 31,921,634 | |||||||||||
Subscription Agreement [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Deposits in trust account | $ 480,000 | |||||||||||||
Deposit from trust account | $ 160,000 | |||||||||||||
Investor fund | $ 1,090,000 | |||||||||||||
Business combination payment in cash | 1 Class A ordinary share for each $10 of the Capital Calls | |||||||||||||
Subscription agreement | $ 5,000 | $ 5,000 | ||||||||||||
Subscription Agreement [Member] | Class A Ordinary Shares [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Trust account (in Dollars per share) | $ 0.12 | |||||||||||||
Ordinary share, par value (in Dollars per share) | $ 0.0001 | |||||||||||||
Public Share Redemption (in Dollars per share) | $ 0.04 | |||||||||||||
Investor fund | $ 1,500,000 | |||||||||||||
Sponsor transfer | 0.75 of a Class A ordinary share for each dollar | |||||||||||||
Business combination payment in cash | 1 Class A ordinary share for each $10 of the Capital Calls | |||||||||||||
Forward Purchase Agreement [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Shares issued (in Shares) | 2,500,000 | |||||||||||||
Beneficially own greater than | 9.90% | |||||||||||||
Redemption price (in Dollars per share) | $ 0.6 | |||||||||||||
Amount to redemption price (in Dollars per share) | 0.6 | |||||||||||||
Stock price (in Dollars per share) | 10 | |||||||||||||
Repay per share (in Dollars per share) | $ 10 | |||||||||||||
Warrant [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Price per warrant (in Dollars per share) | $ 1.5 | $ 1.5 | ||||||||||||
Warrant [Member] | Class A Ordinary Shares [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Stock issued during period shares new issues (in Shares) | 1,921,634 | |||||||||||||
Stock price (in Dollars per share) | $ 10 | |||||||||||||
Private Placement Warrants [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Stock price (in Dollars per share) | $ 1.5 | $ 1.5 | ||||||||||||
Private Placement Warrants [Member] | Class A Ordinary Shares [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Effective days of lock-up period | 30 days | |||||||||||||
Underwriters [Member] | Over-Allotment Option [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Over-allotments option vesting period | 45 days | 45 days | 45 days | |||||||||||
Stock issued during period shares new issues (in Shares) | 4,500,000 | 4,500,000 | ||||||||||||
Payments for underwriting expense | $ 384,327 | |||||||||||||
Sponsor [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Sponsor transfer | 0.75 shares of Class A ordinary share for each dollar | |||||||||||||
Subscription agreement | $ 5,000 | |||||||||||||
Sponsor [Member] | IPO [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Stock price (in Dollars per share) | $ 10 | |||||||||||||
Sponsor [Member] | Subscription Agreement [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Investor fund | $ 1,500,000 | |||||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Stock price (in Dollars per share) | $ 1.5 |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
May 02, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Shareholders' Deficit [Line Items] | ||||
Preference shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |
Preference shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preference shares issued | ||||
Common stock voting rights | Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law. | Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law. | ||
Founder shares forfeited shares | 644,591 | 644,591 | 644,591 | |
Conversion basis | -to-one | -to-one. | ||
Preference shares outstanding | ||||
Common stock shares subject to possible redemption | 3,255,593 | 31,921,634 | ||
IPO [Member] | ||||
Shareholders' Deficit [Line Items] | ||||
Preference shares par value (in Dollars per share) | $ 0.0001 | |||
Ordinary shares par value (in Dollars per share) | $ 0.0001 | |||
Common Stock [Member] | IPO [Member] | ||||
Shareholders' Deficit [Line Items] | ||||
Percentage owned by initial shareholders on the issued and outstanding ordinary shares after the IPO | 20% | |||
Class A Ordinary Shares [Member] | ||||
Shareholders' Deficit [Line Items] | ||||
Common stock shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | |
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock shares issued | 7,980,409 | 0 | 0 | |
Common stock shares outstanding | 7,980,409 | 0 | 0 | |
Common stock shares subject to possible redemption | 3,255,593 | 31,921,634 | 31,921,634 | |
Class A Ordinary Shares [Member] | Founder Shares [Member] | ||||
Shareholders' Deficit [Line Items] | ||||
Percentage of conversion | 20% | |||
Class A Ordinary Shares [Member] | Fouder Shares [Member] | ||||
Shareholders' Deficit [Line Items] | ||||
Percentage of conversion | 20% | |||
Class A Ordinary Shares [Member] | ||||
Shareholders' Deficit [Line Items] | ||||
Common stock shares outstanding | 3,255,593 | 31,921,634 | ||
Class B Ordinary Shares [Member] | ||||
Shareholders' Deficit [Line Items] | ||||
Common stock shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | |
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock shares issued | 0 | 7,980,409 | 7,980,409 | |
Common stock shares outstanding | 0 | 7,980,409 | 7,980,409 | |
Common stock voting rights | one | one | ||
Common stock consideration for shares subject to forfeiture (in Dollars) | ||||
Class B Ordinary Shares [Member] | IPO [Member] | ||||
Shareholders' Deficit [Line Items] | ||||
Percentage owned by initial shareholders on the issued and outstanding ordinary shares after the IPO | 20% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||||||
Oct. 18, 2023 | Jul. 25, 2023 | Jul. 14, 2023 | Mar. 16, 2023 | Jan. 16, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 21, 2023 | Feb. 24, 2023 | Jan. 13, 2021 | |
Subsequent Events (Details) [Line Items] | ||||||||||||
Class A ordinary shares (in Shares) | 1,972,625 | |||||||||||
Shares issued (in Shares) | 1,432,500 | |||||||||||
Working Capital (in Dollars) | $ 1,090,000 | $ 1,500,000 | ||||||||||
Investor’s Capital (in Dollars) | 750,000 | $ 160,000 | ||||||||||
Redemption limitation (in Dollars) | $ 5,000,001 | |||||||||||
Aggregate redemption amount (in Dollars) | $ 273,112,311.62 | 323,911,642 | $ 319,216,340 | |||||||||
Sponsor (in Dollars) | $ 1,090,000 | |||||||||||
Investor funds | 0.75 of a Class A ordinary share for each dollar | |||||||||||
Subscription agreement | 1 Class A ordinary share for each $10 of the Capital Calls | 1 Class A ordinary share for each $10 of the Capital Calls | ||||||||||
Attorney fees (in Dollars) | $ 5,000 | |||||||||||
Unsecured promissory note (in Dollars) | $ 250,000 | $ 750,000 | $ 1,000,000 | |||||||||
Common Class A [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Class A ordinary shares (in Shares) | 26,693,416 | 26,693,416 | ||||||||||
Redemption price of per share | $ 10.23 | |||||||||||
Aggregate redemption amount (in Dollars) | $ 273,112,311.62 | |||||||||||
Ordinary share, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Subscription Agreement [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Lesser amount (in Dollars) | $ 160,000 | |||||||||||
Sponsor (in Dollars) | $ 1,090,000 | |||||||||||
Subscription agreement | 1 Class A ordinary share for each $10 of the Capital Calls | |||||||||||
Attorney fees (in Dollars) | $ 5,000 | $ 5,000 | ||||||||||
Subscription Agreement [Member] | Common Class A [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Class A ordinary share | $ 0.12 | |||||||||||
Ordinary share, par value | $ 0.0001 | |||||||||||
Public share | $ 0.04 | |||||||||||
Sponsor (in Dollars) | $ 1,500,000 | |||||||||||
Investor funds | 0.75 of a Class A ordinary share for each dollar | |||||||||||
Subscription agreement | 1 Class A ordinary share for each $10 of the Capital Calls | |||||||||||
Subsequent Event [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Deferred underwriting discount (in Dollars) | $ 11,172,572 | |||||||||||
Subsequent Event [Member] | A&R Subscription Agreement [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Shares issued (in Shares) | 71,956 | |||||||||||
Shares issued per share | $ 15 | |||||||||||
Subsequent Event [Member] | A&R Subscription Agreement [Member] | Common Class A [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Shares issued (in Shares) | 71,956 | |||||||||||
Shares issued per share | $ 12.5 | |||||||||||
Subsequent Event [Member] | Second Subscription Agreement [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Shares issued (in Shares) | 74,695 | |||||||||||
Shares issued per share | $ 15 | |||||||||||
Subsequent Event [Member] | Second Subscription Agreement [Member] | Common Class A [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Shares issued (in Shares) | 74,695 | |||||||||||
Shares issued per share | $ 12.5 | |||||||||||
Agreement amount (in Dollars) | $ 750,000 | |||||||||||
Forecast [Member] | Subscription Agreement [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Plum’s initial public offering (in Dollars) | $ 480,000 | |||||||||||
Forecast [Member] | Subscription Agreement [Member] | Common Class A [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Class A ordinary share | $ 0.12 | |||||||||||
Ordinary share, par value | $ 0.0001 | |||||||||||
Sponsor [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Initial principal amount (in Dollars) | $ 300,000 | |||||||||||
Investor funds | 0.75 shares of Class A ordinary share for each dollar | |||||||||||
Attorney fees (in Dollars) | $ 5,000 | |||||||||||
Sponsor [Member] | Second Subscription Agreement [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Shares issued per share | $ 1.5 | |||||||||||
Sponsor [Member] | Subscription Agreement [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Sponsor (in Dollars) | $ 1,500,000 | |||||||||||
Sponsor [Member] | Forecast [Member] | Second Subscription Agreement [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Initial principal amount (in Dollars) | $ 800,000 | |||||||||||
Sponsor [Member] | Forecast [Member] | Second Subscription Agreement [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Investor’s Capital (in Dollars) | $ 249,750 | |||||||||||
Sponsor [Member] | Forecast [Member] | Subscription Agreement [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Sponsor (in Dollars) | 1,500,000 | |||||||||||
Kanishka Roy [Member] | Forecast [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Unsecured promissory note (in Dollars) | 250,000 | |||||||||||
Kanishka Roy [Member] | Forecast [Member] | Promissory Note [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Initial principal amount (in Dollars) | $ 250,000 | |||||||||||
Initial Shares [Member] | Subsequent Event [Member] | A&R Subscription Agreement [Member] | Common Class A [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Shares issued (in Shares) | 431,735 | |||||||||||
Initial Shares [Member] | Subsequent Event [Member] | Second Subscription Agreement [Member] | Common Class A [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Shares issued (in Shares) | 448,169 | |||||||||||
De-SPAC [Member] | Subsequent Event [Member] | A&R Subscription Agreement [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Shares issued per share | $ 12.5 | |||||||||||
De-SPAC [Member] | Subsequent Event [Member] | Second Subscription Agreement [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Shares issued per share | 12.5 | |||||||||||
VWAP [Member] | Subsequent Event [Member] | A&R Subscription Agreement [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Shares issued per share | 15 | |||||||||||
VWAP [Member] | Subsequent Event [Member] | Second Subscription Agreement [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Shares issued per share | $ 15 | |||||||||||
Subscription Shares [Member] | Subsequent Event [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Working Capital (in Dollars) | $ 800,000 | |||||||||||
Subscription Shares [Member] | Subsequent Event [Member] | A&R Subscription Agreement [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Shares issued per share | $ 12.5 | |||||||||||
Subscription Shares [Member] | Subsequent Event [Member] | Second Subscription Agreement [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Shares issued per share | $ 12.5 |
Significant Accounting Polici_7
Significant Accounting Policies (Details) - Schedule of Ordinary Shares Subject to Possible Redemption Reflected on Balance sheet - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | |
Schedule of Ordinary Shares Subject to Possible Redemption Reflected on Balance sheet [Abstract] | |||
Gross proceeds from Initial Public Offering | $ 319,216,340 | ||
Less: | |||
Proceeds allocated to Public Warrants | (9,354,214) | ||
Ordinary Share issuance costs | (17,771,568) | ||
Plus: | |||
Remeasurement adjustment of carrying value to Redemption value | $ 4,695,302 | 27,125,782 | |
Ordinary Shares subject to possible Redemption | $ 323,911,642 | $ 319,216,340 | $ 273,112,311.62 |
Significant Accounting Polici_8
Significant Accounting Policies (Details) - Schedule of Net Income Per Ordinary Share - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class A Ordinary Shares Subject To Possible Redemption [Member] | ||||||
Numerator | ||||||
Allocation of net income | $ (1,767,793) | $ (632,150) | $ 8,462,500 | $ 5,060,575 | ||
Denominator | ||||||
Weighted average shares outstanding | 4,970,919 | 31,921,634 | 12,083,753 | 31,921,634 | 31,921,634 | 25,840,755 |
Basic net income per share | $ (0.36) | $ 0.06 | $ (0.05) | $ 0.19 | $ 0.27 | $ 0.2 |
Class B Ordinary Share [Member] | ||||||
Numerator | ||||||
Allocation of net income | $ (2,313,627) | $ (389,961) | $ 2,115,625 | $ 1,533,442 | ||
Denominator | ||||||
Weighted average shares outstanding | 6,505,768 | 7,980,409 | 7,454,228 | 7,980,409 | 7,980,409 | 7,830,197 |
Basic net income per share | $ (0.36) | $ 0.06 | $ (0.05) | $ 0.19 | $ 0.27 | $ 0.2 |
Significant Accounting Polici_9
Significant Accounting Policies (Details) - Schedule of Net Income Per Ordinary Share (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class A Ordinary Shares Subject To Possible Redemption [Member] | ||||||
Significant Accounting Policies (Details) - Schedule of Net Income Per Ordinary Share (Parentheticals) [Line Items] | ||||||
Diluted net income per share | $ (0.36) | $ 0.06 | $ (0.05) | $ 0.19 | $ 0.27 | $ 0.20 |
Class B Ordinary Share [Member] | ||||||
Significant Accounting Policies (Details) - Schedule of Net Income Per Ordinary Share (Parentheticals) [Line Items] | ||||||
Diluted net income per share | $ (0.36) | $ 0.06 | $ (0.05) | $ 0.19 | $ 0.27 | $ 0.20 |
Recurring Fair Value Measurem_7
Recurring Fair Value Measurements (Details) - Schedule of Fair Values of Assets and Liabilities - Fair Value, Recurring [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
U.S. Money Market [Member] | |||
Assets | |||
Investments held in Trust Account – U.S. Money Market | $ 35,096,667 | $ 323,911,642 | $ 319,232,602 |
Public Warrant Liability [Member] | |||
Liabilities | |||
Warrant liability | 383,060 | 191,529 | 4,723,763 |
Private Warrant Liability [Member] | |||
Liabilities | |||
Warrant liability | 375,373 | 187,687 | 4,628,976 |
Total | 379,216 | 9,352,739 | |
Level 1 [Member] | U.S. Money Market [Member] | |||
Assets | |||
Investments held in Trust Account – U.S. Money Market | 35,096,667 | 323,911,642 | 319,232,602 |
Level 1 [Member] | Public Warrant Liability [Member] | |||
Liabilities | |||
Warrant liability | 383,060 | 191,529 | 4,723,763 |
Level 1 [Member] | Private Warrant Liability [Member] | |||
Liabilities | |||
Warrant liability | |||
Total | 191,529 | 4,723,763 | |
Level 2 [Member] | U.S. Money Market [Member] | |||
Assets | |||
Investments held in Trust Account – U.S. Money Market | |||
Level 2 [Member] | Public Warrant Liability [Member] | |||
Liabilities | |||
Warrant liability | |||
Level 2 [Member] | Private Warrant Liability [Member] | |||
Liabilities | |||
Warrant liability | 375,373 | 187,687 | 4,628,976 |
Total | 187,687 | 4,628,976 | |
Level 3 [Member] | U.S. Money Market [Member] | |||
Assets | |||
Investments held in Trust Account – U.S. Money Market | |||
Level 3 [Member] | Public Warrant Liability [Member] | |||
Liabilities | |||
Warrant liability | |||
Level 3 [Member] | Private Warrant Liability [Member] | |||
Liabilities | |||
Warrant liability | |||
Total | |||
Sponsor Loan Conversion Option [Member] | |||
Liabilities | |||
Sponsor Loan Conversion Option | |||
Sponsor Loan Conversion Option [Member] | Level 1 [Member] | |||
Liabilities | |||
Sponsor Loan Conversion Option | |||
Sponsor Loan Conversion Option [Member] | Level 2 [Member] | |||
Liabilities | |||
Sponsor Loan Conversion Option | |||
Sponsor Loan Conversion Option [Member] | Level 3 [Member] | |||
Liabilities | |||
Sponsor Loan Conversion Option |
Recurring Fair Value Measurem_8
Recurring Fair Value Measurements (Details) - Schedule of Reconciliation of Changes in Fair Value - Level 3 [Member] | 12 Months Ended | |
Dec. 31, 2021 USD ($) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value at January 11, 2021 | ||
Change in fair value | (4,181,839) | |
Fair Value at December 31, 2021 | ||
Warrant Liability [Member] | IPO [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Issuance due to Initial Public Offering at March 18, 2021 | 17,640,000 | |
Warrant Liability [Member] | Over-Allotment Option [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Issuance of over-allotment option | 1,170,000 | |
Issuance of overallotment warrant placements (public and private) | 890,357 | |
Partial exercise of over-allotment option | (288,245) | |
Expiration of over-allotment option | (567,241) | |
Private Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Reclassification | (7,405,819) | [1] |
Public Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Reclassification | $ (7,257,213) | [1] |
[1]These warrants were reclassified on June 30, 2021 |